8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section l3 and l5(d) of the
Securities Exchange Act of l934

June 2, 2004

Date of report (date of earliest event reported)

STANDARD PARKING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000 - 50796	16-1171179
(Commission File Number)	(IRS Employer Identification No.)

900 N. Michigan Avenue, Chicago, Illinois   60611

(Address of Principal Executive Offices)  (Zip Code)

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events.

Final Underwriting Agreement

On May 27, 2004, the Registrant agreed to sell 4,500,000 shares of its common stock at a price of $11.50 per share to the public in its initial public offering through William Blair & Company, Thomas Weisel Partners and the other underwriters who are members of the underwriting syndicate (collectively, the “Underwriters”).  The offering closed on June 2, 2004.  The Underwriters also have an option to purchase up to 500,000 additional shares of common stock, 166,667 of which are from the Registrant and 333,333 of which are from a selling stockholder.  This over-allotment option has been exercised in its entirety and closed on June 16, 2004.

The final version of the Underwriting Agreement among the Company, the Underwriters and the selling stockholder is filed herewith as Exhibit 1.1.

Second Amended and Restated Articles of Incorporation

Effective as of June 2, 2004, the Registrant adopted the Second Amended and Restated Articles of Incorporation filed herewith as Exhibit 3.1.

Amended and Restated Bylaws

Effective as of June 2, 2004, the Registrant adopted the Amended and Restated By-laws filed herewith as Exhibit 3.2.

Closing of New Senior Credit Facility

On June 2, 2004, the Registrant entered into a new $90 million credit facility co-arranged by LaSalle National Bank Association and Wells Fargo Bank, N.A., a copy of which is filed herewith as Exhibit 10.1.

Exercise of Underwriters’ Over-Allotment Option

On June 16, 2004, the Registrant issued the press release filed herewith as Exhibit 99.1.

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Item 5.  Financial Statement and Exhibits.

EXHIBIT	DESCRIPTION OF EXHIBIT
1.1	Underwriting Agreement dated May 27, 2005, among the Company, the Underwriters, Steamboat Industries LLC and John V. Holten.
3.1	Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004.
3.2	Amended and Restated By-Laws of the Company effective as of June 2, 2004.
10.1	Credit Agreement, dated June 2, 2004 among the Company, Various Financial Institutions, LaSalle Bank National Association and Wells Fargo Bank, N.A.
99.1	Press Release regarding exercise of the Underwriters’ overallotment option.

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SIGNATURES

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

	STANDARD PARKING CORPORATION
Date:  June 16, 2004	By:	/s/ DANIEL R. MEYER
		Daniel R. Meyer,
		Senior Vice President

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INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION OF EXHIBIT
1.1	Underwriting Agreement dated May 27, 2005, among the Company, the Underwriters, Steamboat Industries LLC and John V. Holten.
3.1	Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004.
3.2	Amended and Restated By-Laws of the Company effective as of June 2, 2004.
10.1	Credit Agreement, dated June 2, 2004 among the Company, Various Financial Institutions, LaSalle Bank National Association and Wells Fargo Bank, N.A.
99.1	Press Release regarding exercise of the Underwriters’ overallotment option.

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EX-1.1

Exhibit 1.1

STANDARD PARKING CORPORATION
4,500,000 Shares Common Stock(1)

UNDERWRITING AGREEMENT

May 27, 2004

William Blair & Company, L.L.C.

Thomas Weisel Partners L.L.C.

As Representatives of the Several

Underwriters Named in Schedule A

c/o William Blair & Company, L.L.C.

222 West Adams Street

Chicago, Illinois  60606

Ladies and Gentlemen:

SECTION 1.Introductory. Standard Parking Corporation (“Company”) a Delaware corporation, has an authorized capital stock consisting of 3,000 shares, $1.00 par value, of common stock, of which 31.30 shares were outstanding as of March  25, 2004, and 19,500 shares, $0.01 par value, of preferred stock, of which 4,000 shares of Series D preferred stock and 33.2194 shares of Series C preferred stock were outstanding as of March 26, 2004.  In connection with the offering described herein, the Company will redeem or otherwise retire all of its outstanding shares of preferred stock with the exception of 10 shares of Series D preferred stock.  At the time of the closing of the offering described herein, the Company will have an authorized capital stock consisting of 12,100,000 shares, $0.001 par value, of Common Stock (the “Common Stock”) and 10 shares, $0.01 par value, of Preferred Stock (the “Preferred Stock”).  The Company proposes to issue and sell 4,500,000 shares of its authorized but unissued Common Stock (“Firm Shares”) to the several underwriters named in Schedule A, as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly.  In addition, the Company and Steamboat Industries LLC (the “Selling Stockholder”)(2) propose to grant to the Underwriters an option to purchase up to 500,000 additional shares of Common Stock (“Option Shares”), as provided in Section 5 hereof.  The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.”

(1)Plus an option to acquire up to 500,000 additional shares to cover overallotments.

(2)The Selling Stockholder will only sell shares in the offering described herein if the Underwriters exercise their option to purchase Option Shares.

You have advised the Company and the Selling Stockholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered.

Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholder and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Pricing Agreement”).  The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholder and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto.  The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement.  From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement.

William Blair & Company has agreed to reserve out of the Shares set forth opposite its name on Schedule A to this Agreement, up to 123,000 Shares for sale to the Company’s business associates and other parties related to or associated with the Company, as set forth in the Prospectus under the heading “Underwriting” (the “Directed Share Program”).  The Shares to be sold by William Blair & Company and its affiliates pursuant to the Directed Share Program are hereinafter referred to as the “Directed Shares.”  Any Directed Shares not orally confirmed for purchase by any participants in the Directed Share Program by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

The Company and the Selling Stockholder hereby confirm their agreements with the Underwriters as follows:

SECTION 2.Representations and Warranties of the Company.  The Company represents and warrants to the several Underwriters that:

(a)A registration statement on Form S-1 (File No. 333-112652) and a related preliminary prospectus with respect to the Shares have been prepared and filed with the Securities and Exchange Commission (“Commission”) by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “1933 Act;” unless otherwise specified, all references herein to specific rules are rules promulgated under the 1933 Act); and the Company has so prepared and has filed such amendments thereto, if any, and such amended preliminary prospectuses as may have been required to the date hereof.  If the Company has elected not to rely upon Rule 430A, the Company has prepared and will promptly file an amendment to the registration statement and an amended prospectus.  If the Company has elected to rely upon Rule 430A, it will prepare and file a prospectus pursuant to Rule 424(b) that discloses the information previously omitted from the

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prospectus in reliance upon Rule 430A.  There have been or will promptly be delivered to you three signed copies of such registration statement and amendments, three copies of each exhibit filed therewith, and conformed copies of such registration statement and amendments (but without exhibits) and of the related preliminary prospectus or prospectuses and final forms of prospectus for each of the Underwriters.

Such registration statement (as amended, if applicable) at the time it becomes effective and the prospectus constituting a part thereof (including the information, if any, deemed to be part thereof pursuant to Rule 430A(b) and/or Rule 434), as from time to time amended or supplemented, are hereinafter referred to as the “Registration Statement,” and the “Prospectus,” respectively, except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares which differs from the Prospectus on file at the Commission at the time the Registration Statement became or becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b)), the term Prospectus shall refer to such revised prospectus from and after the time it was provided to the Underwriters for such use.  If the Company elects to rely on Rule 434 of the 1933 Act, all references to “Prospectus” shall be deemed to include, without limitation, the form of prospectus and the term sheet, taken together, provided to the Underwriters by the Company in accordance with Rule 434 of the 1933 Act (“Rule 434 Prospectus”).  Any registration statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) (“Rule 462(b) Registration Statement”) shall be deemed to be part of the “Registration Statement” as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement shall be deemed to be part of the “Prospectus”, as defined herein, as appropriate.  The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder are hereinafter collectively referred to as the “Exchange Act.”

(b)The Commission has not issued any order preventing or suspending the use of any preliminary prospectus, and each preliminary prospectus has conformed in all material respects with the requirements of the 1933 Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and when the Registration Statement became or becomes effective, and at all times subsequent thereto, up to the First Closing Date or the Second Closing Date, hereinafter defined, as the case may be, the Registration Statement, including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable, and the Prospectus and any amendments or supplements thereto, contained or will contain all statements that are required to be stated therein in accordance with the 1933 Act and in all material respects conformed or will in all material respects conform to the requirements of the 1933 Act, and neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, included or will include any untrue statement of a material fact or

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omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company makes no representation or warranty as to information contained in or omitted from any preliminary prospectus, the Registration Statement, the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in the preparation thereof.

(c)The Company and each of the subsidiaries listed on Schedule B, which includes, without limitation, each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X), (each a “Significant Subsidiary” and collectively the “Significant Subsidiaries”), have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective places of incorporation, with corporate power and authority to own their properties and conduct their business as described in the Prospectus, except where any failure to be in good standing would not have a material adverse effect upon the condition (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); the Company and each of its Significant Subsidiaries are duly qualified to do business as foreign corporations under the corporation law of, and are in good standing as such in, each jurisdiction in which they own or lease substantial properties, have an office, or in which substantial business is conducted and such qualification is required except where the failure to so qualify or be in good standing would not have a Material Adverse Effect; and no proceeding of which the Company has knowledge has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification except as would not have a Material Adverse Effect.

(d)Except as disclosed in the Registration Statement, the Company owns directly or indirectly 100 percent of the issued and outstanding capital stock of each of its Significant Subsidiaries, free and clear of any claims, liens, encumbrances or security interests and all of such capital stock has been duly authorized and validly issued and is fully paid and nonassessable.

(e)On the date of this Agreement, the issued and outstanding shares of capital stock of the Company is as set forth in Section 1 of this Agreement and such shares have been duly authorized and validly issued and are fully paid and nonassessable.  As of the First Closing Date, the issued and outstanding shares of capital stock of the Company as set forth in the Prospectus will be duly authorized and validly issued, fully paid and nonassessable, and will conform to the description thereof contained in the Prospectus.

(f)The Shares have been duly authorized and when issued, delivered and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and will conform to the description thereof contained in the Prospectus.

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(g)The making and performance by the Company of this Agreement and the Pricing Agreement and the consummation of the transactions contemplated in the Prospectus, including the transactions described in the section of the Prospectus entitled “Ownership Recapitalization” (the “Ownership Recapitalization Transactions”), have been duly authorized by all necessary corporate action and will not (i) violate any provision of the Company’s charter or bylaws, (ii) result in the breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust, or other instrument to which the Company or any Significant Subsidiary is a party or by which the Company, any Significant Subsidiary or the property of any of them may be bound or affected, except to the extent such breach would not have a Material Adverse Effect, (iii) violate any order, rule or regulation applicable to the Company or any Significant Subsidiary of any court or regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any subsidiary or any of their respective properties, except to the extent such violation would not have a Material Adverse Effect, or (iv) violate any order of any court or governmental agency or authority entered in any proceeding to which the Company or any Significant Subsidiary was or is now a party or by which it is bound, except to the extent such violation would not have a Material Adverse Effect.  No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the consummation of the Ownership Recapitalization Transactions or the execution and delivery of this Agreement or the Pricing Agreement or the consummation of the transactions contemplated herein or therein, except such as have been obtained under the 1933 Act in connection with the purchase and distribution of such Shares by the Underwriters and such as may be required under applicable blue sky laws in connection with the purchase and distribution of such Shares by the Underwriters and the Ownership Recapitalization Transactions and the clearance of the offering of the Shares with the National Association of Securities Dealers, Inc. (“NASD”).  This Agreement has been duly executed and delivered by the Company.

(h)The accountants who have expressed their opinions with respect to certain of the financial statements and schedules included in the Registration Statement are independent accountants as required by the 1933 Act.

(i)The consolidated financial statements and schedules of the Company included in the Registration Statement present fairly, in all material respects, the consolidated financial position of the Company as of the respective dates of such financial statements, and the consolidated results of operations and cash flows of the Company for the respective periods covered thereby, all in conformity with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed in the Prospectus; and the supporting schedules included in the Registration Statement present fairly, in all material respects, the information required to be stated therein.  The financial information set forth in the Prospectus under “Selected Consolidated Financial Data” presents fairly, in all material respects, on the basis stated in the Prospectus, the information set forth therein.

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The pro forma financial statements and other pro forma information included in the Prospectus present fairly, in all material respects, the information shown therein, have been prepared in accordance with generally accepted accounting principles and the Commission’s rules and guidelines with respect to pro forma financial statements and other pro forma information, have been properly compiled on the pro forma basis described therein, and, in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate under the circumstances.

(j)Neither the Company nor any Significant Subsidiary is in violation of its charter or in default under any consent decree, or in default with respect to any material provision of any lease, loan agreement, franchise, license, permit or other contract obligation to which it is a party except for defaults which neither singly nor in the aggregate would have a Material Adverse Effect; and there does not exist any state of facts which constitutes an event of default as defined in such documents or which, with notice or lapse of time or both, would constitute such an event of default, in each case, except for defaults which neither singly nor in the aggregate would have a Material Adverse Effect.

(k)There are no material legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the Company or any Significant Subsidiary is or may be a party or of which material property owned or leased by the Company or any Significant Subsidiary is or may be the subject, or related to environmental or discrimination matters which are not disclosed in the Prospectus, or which question the validity of the Ownership Recapitalization Transactions, this Agreement or the Pricing Agreement or any action taken or to be taken pursuant hereto or thereto.

(l)No labor dispute with the employees of the Company exists, or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect.

(m)The Company and each of its Significant Subsidiaries have good and marketable title to all the properties and assets reflected as owned in the financial statements hereinabove described (or elsewhere in the Prospectus), subject to no lien, mortgage, pledge, charge or encumbrance of any kind except those, if any, reflected in such financial statements (or elsewhere in the Prospectus) or which are not material to the Company and its subsidiaries taken as a whole.  The Company and each of its Significant Subsidiaries hold their respective leased properties under valid and binding leases, except as would not have a Material Adverse Effect.

(n)The Company has not taken and will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

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(o)Subsequent to the respective dates as of which information is given in the Registration Statement and Prospectus, and except as contemplated by the Prospectus, the Company and its Significant Subsidiaries have not incurred any material liabilities or obligations, direct or contingent, nor entered into any material transactions not in the ordinary course of business and there has not been any material adverse change in their condition (financial or otherwise) or results of operations nor any material change in their capital stock, short-term debt or long-term debt.

(p)There is no material document of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required.

(q)The Company together with its Significant Subsidiaries owns and possesses all right, title and interest in and to, or has duly licensed from third parties, all patents, patent rights, trade secrets, inventions, know-how, trademarks, trade names, copyrights, service marks and other proprietary rights (“Trade Rights”) material to the business of the Company and each of its subsidiaries taken as a whole.  Neither the Company nor any of its Significant Subsidiaries has received any notice of infringement, misappropriation or conflict from any third party as to such material Trade Rights which has not been resolved or disposed of and neither the Company nor any of its Significant Subsidiaries has infringed, misappropriated or otherwise conflicted with material Trade Rights of any third parties, except which infringement, misappropriation or conflict would not reasonably be expected to have a Material Adverse Effect.

(r)The conduct of the business of the Company and each of its Significant Subsidiaries is in compliance in all respects with applicable federal, state, local and foreign laws and regulations, except where the failure to be in compliance would not have a Material Adverse Effect.

(s)The Company maintains systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14(c) and 15d-14(c) of the Exchange Act and rules and regulations promulgated thereunder) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s

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management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure, and the Company is otherwise in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act of the 2002 and the rules and regulations issued thereunder by the Commission.

(t)All offers and sales of the Company’s capital stock prior to the date hereof were at all relevant times exempt from the registration requirements of the 1933 Act and were duly registered with or the subject of an available exemption from the registration requirements of the applicable state securities or blue sky laws.

(u)The Company is insured by recognized, financially sound and reputable institutions against such losses and risks and in such amounts as it believes are prudent and customary for companies engaged in similar businesses in similar industries, and, except as described in the Prospectus, the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(v)No relationship, direct or indirect, exists among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is required to by the 1933 Act to be described in the Prospectus and that is not so described.

(w)Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(x)The Company has filed all necessary federal and state income and franchise tax returns and has paid all taxes shown as due thereon, and there is no tax deficiency that has been, or to the knowledge of the Company might be, asserted against the Company or any of its properties or assets that would or could reasonably be expected to have a Material Adverse Effect.

(y)The Company has filed a registration statement pursuant to Section 12(g) of the Exchange Act to register the Common Stock thereunder, has filed an application to list the Shares on the Nasdaq National Market, and has received notification that the listing has been approved, subject to notice of issuance or sale of the Shares, as the case may be.

(z)A registration statement relating to the Common Stock has been declared effective by the Commission pursuant to the Exchange Act and the Common Stock is duly registered thereunder.  The Shares have been listed on the Nasdaq National Market, subject to notice of issuance or sale of the Shares, as the case may be.

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(aa)The Company is not, and does not intend to conduct its business in a manner in which it would become, an “investment company” as defined in Section 3(a) of the Investment Company Act of 1940, as amended (“Investment Company Act”).

(bb)The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Commission or with the Florida Department of Banking and Finance (the “Department”), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company’s business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department.

(cc)The Company has not offered, or caused William Blair & Company or its affiliates to offer, any Directed Shares pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company or its services.

(dd)The Registration Statement, the Prospectus and any preliminary prospectus comply in all material respects, and any amendments or supplements thereto will comply in all material respects, with any applicable laws or regulations of any foreign jurisdiction in which the Prospectus or any preliminary prospectus, as amended or supplemented, if applicable, is distributed in connection with the Directed Share Program.

SECTION 3.Representations, Warranties and Covenants of the Selling Stockholder and John V. Holten.

(a)The Selling Stockholder and John V. Holten, as the principal beneficial owner of the Selling Stockholder, represent and warrant to, and agree with, the Company and the Underwriters that:

(i)The Selling Stockholder has, and on the Second Closing Date, as hereinafter defined, will have, valid marketable title to the Shares proposed to be sold by the Selling Stockholder hereunder on such date and full right, power and authority to enter into this Agreement and the Pricing Agreement and to sell, assign, transfer and deliver such Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, equities, claims and community property rights; and upon delivery of and payment for such Shares hereunder, the Underwriters will acquire valid marketable title thereto, free and clear of all voting trust arrangements, liens, encumbrances, equities, claims and community property rights.

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(ii)The Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or which might be reasonably expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

(iii)Each preliminary prospectus, insofar as it has related to the Selling Stockholder and, to the knowledge of the Selling Stockholder in all other respects, as of its date, has conformed in all material respects with the requirements of the 1933 Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and the Registration Statement at the time of effectiveness, and at all times subsequent thereto, up to the Second Closing Date, as hereinafter defined, (1) such parts of the Registration Statement and the Prospectus and any amendments or supplements thereto insofar as they relate to the Selling Stockholder, and the Registration Statement and the Prospectus and any amendments or supplements thereto, to the knowledge of the Selling Stockholder in all other respects, contained or will contain all statements that are required to be stated therein in accordance with the 1933 Act and in all material respects conformed or will in all material respects conform to the requirements of the 1933 Act, and (2) neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, as it relates to the Selling Stockholder, and, to the knowledge of the Selling Stockholder in all other respects, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that neither clause (1) nor (2) shall have any effect if information has been given by the Selling Stockholder to the Company and the Representatives in writing which would eliminate or remedy any such untrue statement or omission.

(iv)The making and performance by the Selling Stockholder of this Agreement and the Pricing Agreement and the consummation of the transactions contemplated in the Prospectus, including the Ownership Recapitalization Transactions, have been duly authorized by all necessary corporate action and will not (1) violate any provision of the Selling Stockholder’s charter or bylaws, (2) result in the breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust, or other instrument to which the Selling Stockholder, John V. Holten or any of its or his affiliates, including AP Holdings, Inc., is a party or by which the Selling Stockholder, John V. Holten or any of its or his affiliates or the property of any of them may be bound or affected, except to the extent such breach would not have a Material Adverse Effect, (3) violate any order, rule or regulation applicable to the Selling Stockholder or any of its affiliates of any court or regulatory body, administrative agency or other governmental body having jurisdiction over the Selling Stockholder or any of its affiliates or any of their respective properties, except to the extent such violation would not have a Material Adverse Effect, or (4) violate any order of

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any court or governmental agency or authority entered in any proceeding to which the Selling Stockholder or any of its affiliates was or is now a party or by which it is bound.  No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the consummation of the Ownership Recapitalization Transactions or the execution and delivery of this Agreement or the Pricing Agreement or the consummation of the transactions contemplated herein or therein, except such as have been obtained under the 1933 Act in connection with the purchase and distribution of such Shares by the Underwriters and such as may be required under applicable blue sky laws in connection with the purchase and distribution of such Shares by the Underwriters and the Ownership Recapitalization Transactions and the clearance of the offering of the Shares with the NASD.  This Agreement has been duly executed and delivered by the Selling Stockholder.

(b)The Selling Stockholder and John V. Holten, to the best of his knowledge, represent and warrant to, and agree with, the Underwriters to the same effect as the representations and warranties of the Company set forth in Section 2 of this Agreement.

(c)The Selling Stockholder and John V. Holten represent and warrant to, and agree with, the Underwriters and the Company that all of the pledge agreements relating to the Company’s Common Stock which have been entered into prior to or will be entered into within 48 hours after the First Closing Date are set forth on Schedule F hereto.

In order to document the Underwriter’s compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, as amended, with respect to the transactions herein contemplated, the Selling Stockholder agrees to deliver to you prior to or on the Second Closing Date, as hereinafter defined, a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form of statement specified by Treasury Department regulations in lieu thereof).

SECTION 4.Representations and Warranties of the Underwriters.  The Representatives, on behalf of the several Underwriters, represent and warrant to the Company and the Selling Stockholder that the information set forth (a) on the cover page of the Prospectus with respect to price, underwriting discount and terms of the offering and (b) under “Underwriting” in the Prospectus was furnished to the Company by and on behalf of the Underwriters for use in connection with the preparation of the Registration Statement and is correct and complete in all material respects.

SECTION 5.Purchase, Sale and Delivery of Shares.  On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement.  The obligation of each Underwriter to the Company shall be to purchase from the Company that

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number of full shares equal to the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto.  The initial public offering price and the purchase price shall be set forth in the Pricing Agreement.

At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 13 hereof) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company.  Such time of delivery and payment is herein referred to as the “First Closing Date.” The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company’s expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date.  Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters.

In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholder hereby grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 500,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares.  The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered.  Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise.  The maximum number of Option Shares to be purchased from the Company and the Selling Stockholder are set forth in Schedule C hereto.  If the Underwriters elect to exercise the option granted hereunder, the first 333,333 Option Shares purchased pursuant to such option shall be purchased from the Selling Stockholder, and any additional Option Shares purchased pursuant to such option shall be purchased from the Company.  The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased

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by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make).  Certificates for the Option Shares will be made available at the Company’s expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date.  The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph.

You have advised the Company and the Selling Stockholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor.  You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

SECTION 6.Covenants of the Company.  The Company covenants and agrees that:

(a)The Company will advise you and the Selling Stockholder promptly of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution of any proceedings for that purpose, or of any notification of the suspension of qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceedings for that purpose, and will also advise you and the Selling Stockholder promptly of any request of the Commission for amendment or supplement of the Registration Statement, of any preliminary prospectus or of the Prospectus, or for additional information.

(b)The Company will give you and the Selling Stockholder notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Shares which differs from the prospectus on file at the Commission at the time the Registration Statement became or becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) and any term sheet as contemplated by Rule 434) and will furnish you and the Selling Stockholder with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement or use any such prospectus to which you or counsel for the Underwriters shall reasonably object.

(c)If the Company elects to rely on Rule 434 of the 1933 Act, the Company will prepare a term sheet that complies with the requirements of Rule 434.  If the Company elects not to rely on Rule 434, the Company will provide the Underwriters with copies of the form of prospectus, in such numbers as the Underwriters may reasonably request, and file with the Commission such prospectus

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in accordance with Rule 424(b) of the 1933 Act by the close of business in New York City on the second business day immediately succeeding the date of the Pricing Agreement.  If the Company elects to rely on Rule 434, the Company will provide the Underwriters with copies of the form of Rule 434 Prospectus, in such numbers as the Underwriters may reasonably request, by the close of business in New York on the business day immediately succeeding the date of the Pricing Agreement.

(d)If at any time when a prospectus relating to the Shares is required to be delivered under the 1933 Act any event occurs as a result of which the Prospectus, including any amendments or supplements, would include an untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus, including any amendments or supplements thereto and including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Shares which differs from the prospectus on file with the Commission at the time of effectiveness of the Registration Statement, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) to comply with the 1933 Act, the Company promptly will advise you thereof and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance; and, in case any Underwriter is required to deliver a prospectus nine months or more after the effective date of the Registration Statement, the Company upon request, but at the expense of such Underwriter, will prepare promptly such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the 1933 Act.

(e)Neither the Company nor any of its subsidiaries will, prior to the earlier of the Second Closing Date or termination or expiration of the related option, incur any liability or obligation, direct or contingent, or enter into any material transaction, other than in the ordinary course of business, except as contemplated by the Prospectus.

(f)Neither the Company nor any of its subsidiaries will acquire any capital stock of the Company prior to the earlier of the Second Closing Date or termination or expiration of the related option nor will the Company declare or pay any dividend or make any other distribution upon the Common Stock payable to stockholders of record on a date prior to the earlier of the Second Closing Date or termination or expiration of the related option, except in either case as contemplated by the Prospectus.

(g)The Company agrees not to offer, sell, contract to sell or otherwise dispose of any Common Stock or securities convertible into Common Stock for a period of 180 days after this Agreement becomes effective without the prior written consent of the Representatives except (i) in connection with the offering of the Common Stock as described herein or (ii) options to purchase the Common Stock, in the ordinary course of business, to employees and/or directors pursuant to plans

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currently in existence, provided, however, that if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.  The Company has obtained similar agreements from each of its officers and directors.

(h)An officer of the Company will provide the Representatives with a certificate stating that (i) there are no holders of securities of the Company having rights to registration thereof or preemptive rights to purchase Common Stock except as disclosed in the Prospectus, (ii) holders of registration rights, if any, have waived such rights with respect to the offering being made by the Prospectus and (iii) the Ownership Recapitalization Transactions have been consummated as described in the Prospectus in all material respects.

(i)Not later than the Availability Date (as defined below), the Company will make generally available to its security holders an earnings statement (which need not be audited) covering a period of at least 12 months beginning after the effective date of the Registration Statement, which will satisfy the provisions of the last paragraph of Section 11(a) of the 1933 Act.  For the purposes of the preceding sentence, the “Availability Date” means the 45^th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the effective date of the Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90^th day after the end of such fourth fiscal quarter.

(j)During such period as a prospectus is required by law to be delivered in connection with offers and sales of the Shares by an Underwriter or dealer, the Company will furnish to you at its expense, subject to the provisions of subsection (d) hereof, copies of the Registration Statement, the Prospectus, each preliminary prospectus and all amendments and supplements to any such documents in each case as soon as available and in such quantities as you may reasonably request, for the purposes contemplated by the 1933 Act.

(k)The Company will cooperate with the Underwriters in qualifying or registering the Shares for sale under the blue sky laws of such jurisdictions as you designate, and will continue such qualifications in effect so long as reasonably required for the distribution of the Shares.  The Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction where it is not currently qualified or where it would be subject to taxation as a foreign corporation.

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(l)During the period of two years from the effective date of the Registration Statement, the Company will furnish you and each of the other Underwriters with a copy (i) as soon as practicable after the filing thereof, of each report filed by the Company with the Commission, any securities exchange or the NASD and (ii) as soon as available, of each report of the Company mailed to stockholders.

(m)The Company will use the net proceeds received by it from the sale of the Shares being sold by it in the manner specified in the Prospectus.

(n)If, at the time of effectiveness of the Registration Statement, any information shall have been omitted therefrom in reliance upon Rule 430A and/or Rule 434, then immediately following the execution of the Pricing Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A, Rule 424(b) and/or Rule 434, copies of an amended Prospectus, or, if required by such Rule 430A and/or Rule 434, a post-effective amendment to the Registration Statement (including an amended Prospectus), containing all information so omitted.  If required, the Company will prepare and file, or transmit for filing, a Rule 462(b) Registration Statement not later than the date of the execution of the Pricing Agreement.  If a Rule 462(b) Registration Statement is filed, the Company shall make payment of, or arrange for payment of, the additional registration fee owing to the Commission required by Rule 111.

(o)The Company will comply with all registration, filing and reporting requirements of the Exchange Act and the Nasdaq National Market and will file with the Commission in a timely manner all reports required by Rule 463.

(p)The Company will comply with all applicable securities and other laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

SECTION 7.Payment of Expenses.  Whether or not the transactions contemplated hereunder are consummated or this Agreement becomes effective as to all of its provisions or is terminated, the Company agrees to pay (i) all costs, fees and expenses (other than legal fees and disbursements of counsel for the Underwriters and the expenses incurred by the Underwriters) incurred in connection with the performance of the Company’s obligations hereunder, including without limiting the generality of the foregoing, all fees and expenses of legal counsel for the Company and of the Company’s independent accountants, all costs and expenses incurred in connection with the preparation, printing, filing and distribution of the Registration Statement, each preliminary prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, this Agreement, the Pricing Agreement and the Blue Sky Memorandum, (ii)  reasonable costs, fees and expenses (including legal fees and disbursements of counsel for the Underwriters), not to exceed $5,000, incurred by the Underwriters in connection with qualifying or registering all or any part of the Shares for offer and sale under blue sky laws, including the preparation of a

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blue sky memorandum relating to the Shares and clearance of such offering with the NASD; and (iii) all fees and expenses of the Company’s transfer agent, printing of the certificates for the Shares and all transfer taxes, if any, with respect to the sale and delivery of the Shares to the several Underwriters.

SECTION 8.Conditions of the Obligations of the Underwriters.  The obligations of the several Underwriters to purchase and pay for the Firm Shares on the First Closing Date and the Option Shares on the Second Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company, the Selling Stockholder and John V. Holten herein set forth as of the date hereof and as of the First Closing Date or the Second Closing Date, as the case may be, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company, the Selling Stockholder and John V. Holten of their respective obligations hereunder, and to the following additional conditions:

(a)The Registration Statement shall have become effective either prior to the execution of this Agreement or not later than 1:00 P.M., Chicago Time, on the first full business day after the date of this Agreement, or such later time as shall have been consented to by you but in no event later than 1:00 P.M., Chicago Time, on the third full business day following the date hereof; and prior to the First Closing Date or the Second Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, the Selling Stockholder or you, shall be contemplated by the Commission.  If the Company has elected to rely upon Rule 430A and/or Rule 434, the information concerning the initial public offering price of the Shares and price-related information shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed period and the Company will provide evidence satisfactory to the Representatives of such timely filing (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rules 430A and 424(b)).  If a Rule 462(b) Registration Statement is required, such Registration Statement shall have been transmitted to the Commission for filing and become effective within the prescribed time period and, prior to the First Closing Date, the Company shall have provided evidence of such filing and effectiveness in accordance with Rule 462(b).

(b)The Shares shall have been qualified for sale under the blue sky laws of such states as shall have been specified by the Representatives.

(c)The legality and sufficiency of the authorization, issuance and sale or transfer and sale of the Shares hereunder, the validity and form of the certificates representing the Shares, the execution and delivery of this Agreement and the Pricing Agreement, and all corporate proceedings and other legal matters incident thereto, and the form of the Registration Statement and the Prospectus (except financial statements) shall have been approved by counsel for the Underwriters exercising reasonable judgment.

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(d)You shall not have advised the Company (i) that the Registration Statement or any amendment or supplement thereto, contains an untrue statement of fact, which, in the opinion of counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or necessary to make the statements therein not misleading, or (ii) that the Prospectus or any amendment or supplement thereto, contains an untrue statement of fact, which, in the opinion of counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e)Subsequent to the execution and delivery of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which, in the judgment of the Representatives, makes it impractical or inadvisable to proceed with the public offering or purchase of the Shares as contemplated hereby.

(f)The Ownership Recapitalization Transactions shall have been consummated as described in the Prospectus in all material respects, and the Second Amended and Restated Certificate of Incorporation of the Company in the form filed as Exhibit 3.1 to the amendment to the Company’s registration statement filed on May 18, 2004 shall be in full force and effect.

(g)There shall have been furnished to you, as Representatives of the Underwriters, on the First Closing Date or the Second Closing Date, as the case may be, except as otherwise expressly provided below:

(i)An opinion of White & Case, counsel for the Company and the Selling Stockholder addressed to the Underwriters and dated the First Closing Date or the Second Closing Date, as the case may be, in the form attached hereto as Annex A.

(ii)An opinion of Robert Sacks, Executive Vice President—General Counsel and Secretary for the Company addressed to the Underwriters and dated the First Closing Date or the Second Closing Date, as the case may be, in the form attached hereto as Annex B.

(iii)An opinion of Chang & Company, LLC, counsel for the Selling Stockholder addressed to the Underwriters and dated the First Closing Date or the Second Closing Date, as the case may be, in the form attached hereto as Annex C.

In rendering each such opinion in clauses (i), (ii) and (iii) above, such counsel may state that they are relying upon the certificate of Wells Fargo Shareowner Services the

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transfer agent for the Common Stock, as to the number of shares of Common Stock at any time or times outstanding, and that insofar as their opinion relates to the accuracy and completeness of the Prospectus and Registration Statement, it is based upon a general review with the Company’s representatives and independent accountants of the information contained therein, without independent verification by such counsel of the accuracy or completeness of such information.  Such counsel may also rely upon the opinions of other competent counsel and, as to factual matters, on certificates of the Selling Stockholders and of officers of the Company and of state officials, in which case their opinion is to state that they are so doing and copies of said opinions or certificates are to be attached to the opinion unless said opinions or certificates (or, in the case of certificates, the information therein) have been furnished to the Representatives in other form.

(iv)Such opinion or opinions of Latham & Watkins, LLP, counsel for the Underwriters, dated the First Closing Date or the Second Closing Date, as the case may be, with respect to the incorporation of the Company, the validity of the Shares, the Registration Statement and the Prospectus and other related matters as you may reasonably require, and the Company shall have furnished to such counsel such documents and shall have exhibited to them such papers and records as they request for the purpose of enabling them to pass upon such matters.

(v)A certificate of the chief executive officer and the principal financial officer of the Company, dated the First Closing Date or the Second Closing Date, as the case may be, to the effect that:

(1)the representations and warranties of the Company set forth in Section 2 of this Agreement are true and correct as of the date of this Agreement and as of the First Closing Date or the Second Closing Date, as the case may be, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;

(2)the Ownership Recapitalization Transactions have been consummated as described in the Prospectus in all material respects; and

(3)the Commission has not issued an order preventing or suspending the use of the Prospectus or any preliminary prospectus filed as a part of the Registration Statement or any amendment thereto; no stop order suspending the effectiveness of the Registration Statement has been issued; and to the best knowledge of the respective signers, no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act.

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The delivery of the certificate provided for in this subparagraph shall be and constitute a representation and warranty of the Company as to the facts required in the immediately foregoing clauses (1) and (2) of this subparagraph to be set forth in said certificate.

(vi)A certificate executed by the Selling Stockholder and John V. Holten dated the Second Closing Date to the effect that the representations and warranties of the Selling Stockholder and John V. Holten set forth in Section 3 of this Agreement are true and correct as of such date and the Selling Stockholder and John V. Holten have complied with all the agreements and satisfied all the conditions on the part of the Selling Stockholder and John V. Holten to be performed or satisfied at or prior to such date, including, without limitation, the consummation of the Ownership Recapitalization Transactions.

(vii)At the time the Pricing Agreement is executed and also on the First Closing Date or the Second Closing Date, as the case may be, there shall be delivered to you a letter addressed to you, as Representatives of the Underwriters, from Ernst & Young, independent accountants, the first one to be dated the date of the Pricing Agreement, the second one to be dated the First Closing Date and the third one (in the event of a second closing) to be dated the Second Closing Date, to the effect set forth in Schedule D.  There shall not have been any change or decrease specified in the letters referred to in this subparagraph which makes it impractical or inadvisable in the judgment of the Representatives to proceed with the public offering or purchase of the Shares as contemplated hereby.

(viii)On or prior to the First Closing Date, there shall be delivered to you lockup letters from the stockholders, officers and directors of the Company, each of which is listed on Schedule E.

(ix)On or prior to the First Closing Date, there shall be delivered to you a lockup letter from the Selling Stockholder and John V. Holten in the form attached hereto as Annex D.

(x)Such further certificates and documents as you may reasonably request.

All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof only if they are satisfactory to you and to Latham & Watkins, LLP, counsel for the Underwriters, which approval shall not be unreasonably withheld.  The Company shall furnish you with such manually signed or conformed copies of such opinions, certificates, letters and documents as you request.

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If any condition to the Underwriters’ obligations hereunder to be satisfied prior to or at the First Closing Date is not so satisfied, this Agreement at your election will terminate upon notification to the Company without liability on the part of any Underwriter or the Company, except for the expenses to be paid or reimbursed by the Company pursuant to Sections 7 and 9 hereof and except to the extent provided in Section 11 hereof.

SECTION 9.Reimbursement of Underwriters’ Expenses.  If the sale to the Underwriters of the Shares on the First Closing Date is not consummated because any condition of the Underwriters’ obligations hereunder is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, unless such failure to satisfy such condition or to comply with any provision hereof is due to the default or omission of any Underwriter, the Company agrees to reimburse you and the other Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by you and them in connection with the proposed purchase and the sale of the Shares.  Any such termination shall be without liability of any party to any other party except that the provisions of this Section, Section 7 and Section 11 shall at all times be effective and shall apply.

SECTION 10.Effectiveness of Registration Statement.  You, the Company and the Selling Stockholder will use your, its and their reasonable best efforts to cause the Registration Statement to become effective, if it has not yet become effective, and to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if such stop order be issued, to obtain as soon as possible the lifting thereof.

SECTION 11.Indemnification.  (a) The Company, the Selling Stockholder and John V. Holten, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the 1933 Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject under the 1933 Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A and/or Rule 434, if applicable, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company, the Selling Stockholder and John V. Holten will not be liable in any such case to the extent that (i) any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue

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statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company or the Selling Stockholder by or on behalf of any Underwriter through the Representatives, specifically for use therein; or (ii) if such statement or omission was contained or made in any preliminary prospectus and corrected in the Prospectus and (1) any such loss, claim, damage or liability suffered or incurred by any Underwriter (or any person who controls any Underwriter) resulted from an action, claim or suit by any person who purchased Shares which are the subject thereof from such Underwriter in the offering and (2) such Underwriter failed to deliver or provide a copy of the Prospectus to such person at or prior to the confirmation of the sale of such Shares in any case where such delivery is required by the 1933 Act.  In addition to its other obligations under this Section 11(a), the Company, the Selling Stockholder and John V. Holten agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 11(a), they will reimburse the Underwriters on a monthly basis upon receipt of notices setting forth in reasonable detail all reasonable legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company’s, the Selling Stockholder’s and John V. Holten’s obligation to reimburse the Underwriters for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction; provided, however, that if it shall be determined by a court of competent jurisdiction that the matter for which such expenses were incurred and paid by the Company, the Selling Stockholder or John V. Holten is not a matter to which the Underwriters are entitled to indemnification by the Company, the Selling Stockholder or John V. Holten, the Underwriters shall reimburse the Company, the Selling Stockholder or John V. Holten for any expenses previously paid or reimbursed to the Underwriters.  This indemnity agreement will be in addition to any liability which the Company, the Selling Stockholder and John V. Holten may otherwise have.

Without limiting the full extent of the Company’s agreement to indemnify each Underwriter, as herein provided, the Selling Stockholder and John V. Holten shall be liable under the indemnity agreements contained in paragraph (a) of this Section only for an amount not exceeding the proceeds received by the Selling Stockholder from the sale of Shares hereunder.

(b)Each Underwriter will severally indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, the Selling Stockholder, John V. Holten and each person, if any, who controls the Company within the meaning of the 1933 Act or the Exchange Act, against any losses, claims, damages or liabilities to which the Company, the Selling Stockholder, John V. Holten or any such director, officer or controlling person may become subject under the 1933 Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto, or arise out of or are based

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upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto in reliance upon and in conformity with Section 4 of this Agreement or any other written information furnished to the Company by such Underwriter through the Representatives specifically for use in the preparation thereof; and will reimburse any legal or other expenses reasonably incurred by the Company, the Selling Stockholder, John V. Holten or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action.  In addition to their other obligations under this Section 11(b), the Underwriters agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 11(b), they will reimburse the Company, the Selling Stockholder and John V. Holten on a monthly basis for all reasonable legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Underwriters’ obligation to reimburse the Company, the Selling Stockholder and John V. Holten for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction; provided, however, that if it shall be determined by a court of competent jurisdiction that the matter for which such expenses were incurred and paid by the Underwriters is not a matter to which the Company, the Selling Stockholder, or John V. Holten are entitled to indemnification by the Underwriters, the Company, the Selling Stockholder and John V. Holten shall reimburse the Underwriters for any expenses previously paid or reimbursed to the Company, the Selling Stockholder or John V. Holten.  This indemnity agreement will be in addition to any liability which such Underwriter may otherwise have.

(c)Promptly after receipt by an indemnified party under this Section 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except to the extent that the indemnifying party was prejudiced by such failure to notify.  In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded, based on advice of counsel, that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, or the indemnified and indemnifying parties may have conflicting interests which would make it inappropriate for the same counsel to represent both of them, the indemnified party or parties shall have the right to select separate counsel to assume such legal defense and otherwise to participate in the defense of such action on behalf of such indemnified party or parties.  Upon receipt of notice from the indemnifying party to such indemnified party of

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its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 11 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defense in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by the Representatives in the case of paragraph (a) representing all indemnified parties not having different or additional defenses or potential conflicting interest among themselves who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding.

(d)If the indemnification provided for in this Section 11 is unavailable to an indemnified party under paragraphs (a) or (b) hereof in respect of any losses, claims, damages or liabilities referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Selling Stockholder, John V. Holten and the Underwriters from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Selling Stockholder, John V. Holten and the Underwriters in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The respective relative benefits received by the Company, the Selling Stockholder, John V. Holten and the Underwriters shall be deemed to be in the same proportion, in the case of the Company, the Selling Stockholder and John V. Holten, as the total price paid to the Company and the Selling Stockholder for the Shares by the Underwriters (net of underwriting discount but before deducting expenses), and in the case of the Underwriters, as the underwriting discount received by them bears to the total of such amounts paid to the Company and the Selling Stockholder and received by the Underwriters as underwriting discount in each case as contemplated by the Prospectus.  The relative fault of the Company, the Selling Stockholder, John V. Holten and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company, the Selling Stockholder, John V. Holten or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages and liabilities

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referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company, the Selling Stockholder, John V. Holten and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 11 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and the Selling Stockholder shall not be required to contribute any amount in excess of the proceeds received by the Selling Stockholder from the sale of Shares by the Selling Stockholder.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute pursuant to this Section are several in proportion to their respective underwriting commitments and not joint.

(e)The provisions of this Section 11 shall survive any termination of this Agreement.

SECTION 12.Default of Underwriters.  It shall be a condition to the agreement and obligation of the Company and the Selling Stockholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof.  If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date.  If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof; provided that the Company shall not be required to pay the expenses of any defaulting Underwriter.

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In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected.  As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section.  Nothing herein will relieve a defaulting Underwriter from liability for its default.

SECTION 13.Effective Date.  This Agreement shall become effective immediately as to Sections 7, 9, 11 and 14 and as to all other provisions at 10:00 A.M., Chicago Time, on the day following the date upon which the Pricing Agreement is executed and delivered, unless such a day is a Saturday, Sunday or legal holiday (and in that event this Agreement shall become effective at such hour on the business day next succeeding such Saturday, Sunday or legal holiday); but this Agreement shall nevertheless become effective at such earlier time after the Pricing Agreement is executed and delivered as you may determine on and by notice to the Company and the Selling Stockholder or by release of any Shares for sale to the public.  For the purposes of this Section, the Shares shall be deemed to have been so released upon the release for publication of any newspaper advertisement relating to the Shares or upon the release by you of written communications (i) advising Underwriters that the Shares are released for public offering, or (ii) offering the Shares for sale to securities dealers, whichever may occur first.

SECTION 14.Termination.  Without limiting the right to terminate this Agreement pursuant to any other provision hereof:

(a)This Agreement may be terminated by the Company by notice to you and the Selling Stockholder or by you by notice to the Company and the Selling Stockholder at any time prior to the time this Agreement shall become effective as to all its provisions, and any such termination shall be without liability on the part of the Company or the Selling Stockholder to any Underwriter (except for the expenses to be paid or reimbursed pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof) or of any Underwriter to the Company or the Selling Stockholder.

(b)This Agreement may also be terminated by you prior to the First Closing Date, and the option referred to in Section 5, if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) trading in securities on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on such exchange, or (ii) a banking moratorium shall have been declared by Illinois, New York, or United States authorities, or (iii) there shall have been any change in financial markets or in political, economic or financial conditions which, in the opinion of the Representatives, either renders it impracticable or inadvisable to proceed with the offering and sale of the Shares on the terms set forth in the Prospectus or materially and adversely affects the market for the Shares, or (iv) there shall have been an outbreak of major armed hostilities between the United States and any foreign power which in the opinion of the Representatives makes it impractical

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or inadvisable to offer or sell the Shares.  Any termination pursuant to this paragraph (b) shall be without liability on the part of any Underwriter to the Company or the Selling Stockholder or on the part of the Company to any Underwriter or the Selling Stockholder (except for expenses to be paid or reimbursed pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof).

SECTION 15.Representations and Indemnities to Survive Delivery.  The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers, of the Selling Stockholder, of John V. Holten and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, principals, members, officers or directors or any controlling person, or the Selling Stockholder, as the case may be, and will survive delivery of and payment for the Shares sold hereunder.

SECTION 16.Notices.  All communications hereunder will be in writing and, if sent to the Underwriters will be mailed, delivered or telegraphed and confirmed to you c/o William Blair & Company, L.L.C., 222 West Adams Street, Chicago, Illinois 60606, with a copy to Latham & Watkins LLP, c/o Christopher D. Lueking, 233 South Wacker Drive, Suite 5800, Chicago, Illinois, 60606 ; if sent to the Company will be mailed, delivered or telegraphed and confirmed to the Company at its corporate headquarters, Attn: Robert Sacks, Esq., Executive Vice President and General Counsel, with a copy to White & Case, c/o Jonathan E. Kahn, 1155 Avenue of the Americas, New York, New York, 10036; and if sent to the Selling Stockholder will be mailed, delivered or telegraphed and confirmed to the Selling Stockholder at its office at 545 Steamboat Rd., Greenwich, Connecticut, 06830, Attn: John V. Holten, with a copy to White & Case, c/o Jonathan E. Kahn, 1155 Avenue of the Americas, New York, New York, 10036.

SECTION 17.Successors.  This Agreement and the Pricing Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors, personal representatives and assigns, and to the benefit of the officers and directors and controlling persons referred to in Section 11, and no other person will have any right or obligation hereunder.  The term “successors” shall not include any purchaser of the Shares as such from any of the Underwriters merely by reason of such purchase.

SECTION 18.Representation of Underwriters.  You will act as Representatives for the several Underwriters in connection with this financing, and any action under or in respect of this Agreement taken by you will be binding upon all the Underwriters.

SECTION 19.Partial Unenforceability.  If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, paragraph or provision hereof.

SECTION 20.Applicable Law.  This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

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SECTION 21.Interpretation of Certain Terms.  Any words used herein used in the singular shall denote the plural as the context so requires and, when used herein in the plural shall denote the singular as the context so requires.  Pronouns used herein, whether masculine, feminine, or neuter, shall be interpreted as the context so requires.  The word “INCLUDING” shall mean “INCLUDING, WITHOUT LIMITATION,” and thus indicate part of a larger whole; but shall not be interpreted as indicated the stated limits or extremes.  Any reference to any federal, state, or local law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

SECTION 22.Counterparts.  This Agreement may be executed in one or any number of counterparts, each of which, once so executed, shall be deemed to be an original, and such counterparts, each of which, once so executed, shall be deemed to be an original, and such counterparts together shall constitute and be one and the same instrument binding on all the parties hereto.  This Agreement may be executed by facsimile signature and a facsimile signature shall constitute and original signature for all purposes.

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Selling Stockholder and the several Underwriters including you, all in accordance with its terms.

		Very truly yours,
		STANDARD PARKING CORPORATION
		By:	/s/ Daniel R. Meyer
			Daniel R. Meyer
			Senior Vice President
		STEAMBOAT INDUSTRIES LLC
		By:		/s/ John V. Holten
				John V. Holten
				Manager
		JOHN V. HOLTEN
				/s/ John V. Holten
				John V. Holten
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
WILLIAM BLAIR & COMPANY, L.L.C. THOMAS WEISEL PARTNERS L.L.C. Acting as Representatives of the several Underwriters named in Schedule A.
By William Blair & Company, L.L.C.
By	/s/ Scott Patterson
By Thomas Weisel Partners L.L.C.
By	/s/ Morris Cheston

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SCHEDULE A

Underwriter	Number of Firm Shares to be Purchased
William Blair & Company, L.L.C.	2,388,750
Thomas Weisel Partners L.L.C.	1,286,250
LaSalle Debt Capital Markets,  a division of ABN AMRO Financial Services, Inc.	275,000
JMP Securities	275,000
Wells Fargo Securities	275,000
TOTAL	4,500,000

SCHEDULE B

Standard Parking Corporation, a Delaware corporation

Standard Auto Park, Inc., an Illinois corporation

Virginia Parking Service, Inc., a Delaware corporation

Standard Parking Corporation IL, a Delaware corporation

SCHEDULE C

Underwriter	Maximum Number of Option Shares to be Purchased from the Selling Stockholder*	Maximum Number of Option Shares to be Purchased from the Company
William Blair & Company, L.L.C.
Thomas Weisel Partners L.L.C.
LaSalle Debt Capital Markets,  a division of ABN AMRO Financial Services, Inc.
JMP Securities
Wells Fargo Securities
TOTAL

* No Option Shares shall be purchased from the Company until the Underwriters have purchased the maximum number of Option Shares to be purchased from the Selling Stockholder.

SCHEDULE D

Comfort Letter of Ernst & Young

(1)They are independent public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act.

(2)In their opinion the consolidated financial statements and schedules of the Company and its subsidiaries included in the Registration Statement and the consolidated financial statements of the Company from which the information presented under the caption “Selected Consolidated Financial Data” has been derived which are stated therein to have been examined by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act.

(3)On the basis of specified procedures, including inquiries of certain officers of the Company and its subsidiaries responsible for financial and accounting matters as to transactions and events subsequent to                             ,               , a reading of minutes of meetings of the stockholders and directors of the Company and its subsidiaries since                             ,               , a reading of the latest available interim unaudited consolidated financial statements of the Company and its subsidiaries (with an indication of the date thereof) and other procedures as specified in such letter, nothing came to their attention which caused them to believe that (i) the unaudited consolidated financial statements of the Company and its subsidiaries included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or that such unaudited financial statements are not fairly presented in accordance with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement; (ii) the proforma financial statements of the Company and its subsidiaries included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or that such unaudited financial statements are not fairly presented in accordance with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and; or (iii) at a specified date not more than five days prior to the date thereof in the case of the first letter and not more than two business days prior to the date thereof in the case of the second and third letters, there was any change in the capital stock or long-term debt or short-term debt (other than normal payments) of the Company and its subsidiaries on a consolidated basis or any decrease in consolidated net current assets or consolidated stockholders’ equity as compared with amounts shown on the latest unaudited balance sheet of the Company included in the Registration Statement or for the period from the date of such balance sheet to a date not more than five days prior to the date thereof in the case of the first letter and not more than two business days prior to the date thereof in the case of the second and third letters, there were any decreases, as compared with the corresponding period of the prior year, in consolidated net sales, consolidated income before income taxes or in the total or per share amounts of consolidated net income except, in all instances, for

changes or decreases which the Prospectus discloses have occurred or may occur or which are set forth in such letter.

(4)They have carried out specified procedures, which have been agreed to by the Representatives, with respect to certain information in the Prospectus specified by the Representatives, and on the basis of such procedures, they have found such information to be in agreement with the general accounting records of the Company and its subsidiaries.

SCHEDULE E

John V. Holten

James A. Wilhelm

Herbert W. Anderson, Jr.

G. Marc Baumann

John Ricchiuto

Robert N. Sacks

Edward E. Simmons

Steven A. Warshauer

Michael K. Wolf

Charles L. Biggs

Karen M. Garrison

Leif F. Onarheim

A. Petter Ostberg

Robert S. Roath

Steamboat Industries LLC

Steamboat Industries NV

SCHEDULE F

Pledgor	Pledgee	No. of Shares Pledged	Date of Pledge
AP Holdings, Inc	Nordea Bank Finland PLC		May [   ], 2003
Steamboat Industries LLC	SP Associates, Waverly Partners, L.P., Carol R. Warshauer GST Exempt Trust		May [   ], 2003
Steamboat Industries LLC	AP Holdings, Inc.		May [   ], 2003
Steamboat Industries N.V.	DNB Nor Bank ASA,  New York Branch		May [   ], 2003

EXHIBIT A

STANDARD PARKING CORPORATION

4,500,000 Shares Common Stock(1)

PRICING AGREEMENT

May 27, 2004

William Blair & Company, L.L.C.

Thomas Weisel Partners L.L.C.

As Representatives of the Several

Underwriters

c/o William Blair & Company, L.L.C.

222 West Adams Street

Chicago, Illinois  60606

Ladies and Gentlemen:

Reference is made to the Underwriting Agreement dated May 25, 2004 (the “Underwriting Agreement”) relating to the sale by the Company and the purchase by the several Underwriters for whom William Blair & Company, L.L.C. and Thomas Weisel Partners L.L.C. are acting as representatives (the “Representatives”), of the above Shares.  All terms herein shall have the definitions contained in the Underwriting Agreement except as otherwise defined herein.

Pursuant to Section 5 of the Underwriting Agreement, the Company agrees with the Representatives as follows:

1.The initial public offering price per share for the Shares shall be $11.50.

2.The purchase price per share for the Shares to be paid by the several Underwriters shall be $10.695, being an amount equal to the initial public offering price set forth above less $0.805 per share.

(1)Plus an option to acquire up to 500,000 additional shares to cover overallotments.

Schedule A is amended as follows:

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters, including you, all in accordance with its terms.

	Very truly yours,
	STANDARD PARKING CORPORATION
	By:
		Daniel R. Meyer
		Senior Vice President
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
WILLIAM BLAIR & COMPANY, L.L.C. THOMAS WEISEL PARTNERS L.L.C. Acting as Representatives of the several Underwriters.
By William Blair & Company, L.L.C.
By
Principal
By Thomas Weisel Partners L.L.C.
By
Principal

ANNEX A

Form of Opinion of White & Case

1.  The Company has an authorized capitalization as set forth in the Prospectus.

2.  The certificates for the Shares to be delivered hereunder are in due and proper form, and when duly countersigned by the Company’s transfer agent and delivered to you or upon your order against payment of the agreed consideration therefor in accordance with the provisions of this Agreement and the Pricing Agreement, the Shares represented thereby will be duly authorized and validly issued, fully paid and nonassessable.

3.  The statements in the Prospectus under “Management”, “Certain Relationships and Related Party Transactions”, “Description of Capital Stock”, “Shares Eligible for Future Sale,” “Ownership Recapitalization Transactions” and in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present in all material respects the information called for with respect to such legal matters, documents or proceedings.

4.  The Underwriting Agreement and the Pricing Agreement have been duly authorized, executed and delivered by the Company and the Ownership Recapitalization Transactions have been consummated as described in the Prospectus in all material respects.

5.  No consent, approval, authorization, order, license, registration or qualification of or with any governmental agency or body is required for the issue and sale by the Company of the Shares pursuant to this Agreement and the Pricing Agreement, except as may have been obtained and other than under the 1933 Act, applicable blue sky laws and the rules of the NASD, or the consummation by the Company of (i) any other transaction contemplated by this Agreement or (ii) the Ownership Recapitalization Transactions (other than under any applicable blue sky laws).

6.  The Company is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company” or entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.

7.  To such counsel’s knowledge, the offers and sales of the Company’s capital stock during the three years prior to the effective date of the Registration Statement hereto were at all relevant times exempt from the registration requirements of the 1933 Act and were duly registered or the subject of an available exemption from the registration requirements of the applicable state securities or blue sky laws.

8.  A member of the staff of the Commission confirmed to such counsel telephonically that the Registration Statement was declared effective by the Commission on May 25, 2004.  To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act.

9.  Such counsel (i) does not believe that (except for the financial statements included therein, as to which such counsel need express no belief) any part of the Registration Statement (including the documents incorporated by reference therein) filed with the Commission pursuant to the Securities Act relating to the Securities, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) is of the opinion that the Registration Statement and the Prospectus (except for the financial statements included therein as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and (iii) such counsel does not believe that (except for the financial statements included therein, as to which such counsel need express no belief) the Registration Statement and the Prospectus, on the date of the Underwriting Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus on the First Closing Date or the Second Closing Date, as the case may be, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

10.  The consummation of the Ownership Recapitalization Transactions as described in the Prospectus will not constitute a “change of control” under the Company’s existing material debt agreements, including the indenture governing the Company’s outstanding 9 ¼ notes or otherwise cause an accelerated material repayment of the Company’s indebtedness.

11.  The Selling Stockholder’s pledges of the Shares received by it in connection with the Ownership Recapitalization Transactions, which pledges will take place on or about the date of the consummation of this offering, will not constitute a “change of control” under the Company’s existing material debt agreements, including the indenture governing the Company’s outstanding 9 ¼ notes or otherwise cause an accelerated material repayment of the Company’s indebtedness.

12.  In the event of any foreclosures on any or all of the Selling Stockholder’s pledges of the Shares received by it in connection with the Ownership Recapitalization Transactions, which pledges will take place on or about the date of the consummation of this offering, assuming facts in existence at the time of such pledges, such foreclosures would not constitute a “change of control” under the Company’s existing debt agreements, including the indenture governing the Company’s outstanding 9 ¼ notes or otherwise cause an accelerated material repayment of the Company’s indebtedness.

ANNEX B

Form of Opinion of Robert Sacks

1.  Each of the Company and the Significant Subsidiaries is duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and is duly qualified to conduct is business as described in the Prospectus and is in good standing in each jurisdiction in which the conduct of its businesses or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or to be in good standing would not have a Material Adverse Effect.

2.  All of the issued and outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable.

3.  All of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized, validly issued and is fully paid and nonassessable, and, except as disclosed in the Registration Statement, the Company owns directly or indirectly 100% of the outstanding capital stock of each Significant Subsidiary and such stock is owned free and clear of any claims, liens, encumbrances or security interests.

4.  The execution and performance of this Agreement and the Ownership Recapitalization Transactions (insofar as the Company or any of its subsidiaries is a party to such transactions) do not and will not (i) conflict with or result in a violation of any of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any of its Significant Subsidiaries, (ii) to the best of such counsel’s knowledge, conflict with or violate in any material respect any law, rule, regulation, order, judgment or decree applicable to the Company or by which any property or asset of the Company or any of its Significant Subsidiaries is or may be bound, except as would not have a Material Adverse Effect, or (iii) to the best of such counsel’s knowledge, result in a breach of any of the material terms or provisions of, or constitute a default (with or without due notice and/or lapse of time) under, any loan or credit agreement, indenture, mortgage, note or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which any of them or any of their properties or assets is or may be bound, except to the extent that such breach or default would not have a Material Adverse Effect.

5.  The statements under the captions “Business—Regulation” and “Business—Legal Proceedings” in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, correctly presents in all material respects such legal matters, documents and proceedings.

ANNEX C

Form of Opinion of Counsel for Selling Stockholder

1.  With respect to the Selling Stockholder, the Underwriting Agreement and the Pricing Agreement have been duly authorized, executed and delivered by or on behalf of the Selling Stockholder; and the performance of the Underwriting Agreement and the Pricing Agreement and the consummation of the transactions therein contemplated and the consummation of the Ownership Recapitalization Transactions by the Selling Stockholder will not (1) result in the breach, or, to the best of our knowledge,  be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust, or other instrument known to us to which the Selling Stockholder, John V. Holten or any of its or his affiliates, including AP Holdings, Inc., is a party or by which the Selling Stockholder, John V. Holten or any of its or his affiliates or the property of any of them may be bound or affected, except to the extent such breach would not have a Material Adverse Effect, (2) violate any order, rule or regulation applicable to the Selling Stockholder or any of its affiliates known to us of any court or regulatory body, administrative agency or other governmental body having jurisdiction over the Selling Stockholder or any of its affiliates or any of their respective properties, except to the extent such violation would not have a Material Adverse Effect, or (3) violate any order of any court or governmental agency or authority entered in any proceeding to which the Selling Stockholder or any of its affiliates was or is now a party or by which it is bound; and no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the consummation of the Ownership Recapitalization Transactions or the execution and delivery of the Underwriting Agreement or the Pricing Agreement or the consummation of the transactions contemplated therein, or in connection with the sale of Shares to be sold by the Selling Stockholder thereunder, except such as have been obtained under the 1933 Act in connection with the purchase and distribution of such Shares by the Underwriters and such as may be required under applicable blue sky laws in connection with the purchase and distribution of such Shares by the Underwriters and the Ownership Recapitalization Transactions and the clearance of the offering of the Shares with the NASD.

2.  The Selling Stockholder has full right, power and authority to enter into the Underwriting Agreement and the Pricing Agreement and to sell, transfer and deliver the Shares to be sold on the Second Closing Date by the Selling Stockholder thereunder and good and marketable title to such Shares so sold, free and clear of all voting trust arrangements, liens, encumbrances, equities, claims and community property rights whatsoever, has been transferred to the Underwriters (who we may assume to be bona fide purchasers), who have purchased such Shares thereunder.

ANNEX D

Steamboat Industries LLC, Steamboat Industries NV & John V. Holten

May 10, 2004

Standard Parking Corporation

Attn:  Robert Sacks

900 North Michigan Avenue, Suite 1600

Chicago, Illinois  60611

-and-

William Blair & Company, L.L.C.

As Representative of the Several

Underwriters Named in Schedule A

to the Underwriting Agreement,

c/o William Blair & Company, L.L.C.

Attn:  Scott Patterson

222 West Adams Street

Chicago, Illinois  60606

Re:Proposed Public Offering by Standard Parking Corporation

Ladies and Gentlemen:

Steamboat Industries LLC, Steamboat Industries NV and John V. Holten, the Chairman of the Board of Directors and the controlling stockholder of Standard Parking Corporation, a Delaware corporation (the “Company”), understands that William Blair & Company, L.L.C. (“William Blair”) and certain other firms propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Offering”) of shares of the Company’s Common Stock.

In recognition of the benefit that the Offering will confer upon the undersigned as stockholders of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company and with each underwriter to be named in the Underwriting Agreement, as of the date first written above, to the following:

1.Lock-Up Period.  During a period of 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of William Blair and the Company, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any

option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Shares or any securities convertible into or exchangeable or exercisable for the Company’s Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Shares or other securities, in cash or otherwise; provided, however, that if (a) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

The foregoing prohibition shall not apply to a pledge of Lock-Up Securities to any person or entity as security for loan obligations to such person or entity, provided, however, that as a condition to the pledge of Lock-Up Securities, such person or entity must agree to be subject to the restrictions of this Section 1 of this agreement during the Lock-Up Period.  Furthermore, the foregoing prohibition shall not apply to any transfer of Lock-Up Securities that either (i) will not result in any change in beneficial ownership of such Lock-Up Securities, including, but not limited to, transfers into trusts for the benefit of the original holder and transfers to members of the immediate family of the original holder, or (ii) constitute bona fide gifts of such transferred Lock-Up Securities; provided, however, that as a condition to any such transfer of Lock-Up Securities, the transferee must agree to be subject to the restrictions of this Section 1 of this agreement during the Lock-Up period, and provided further, that any transfer of Lock-Up Securities that would result in any required filings under Section 16 of the Securities Exchange Act of 1934 during the Lock-Up Period shall be subject to all of the restrictions in the preceding paragraph of this Section 1 of this agreement.

2.Additional Transfer Restrictions.  Until the earlier of (i) the second anniversary of the date of the Underwriting Agreement or (ii) such time as the Company’s 9 ¼ notes are no longer outstanding and the undersigned could not cause any “change of control” under the Company’s material debt agreements or otherwise cause an accelerated material repayment of the Company’s indebtedness, but in no event before the expiration of the Lock-Up Period, the undersigned will not:

(i) sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Shares or any securities convertible into or exchangeable or exercisable for the Company’s Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, that, together with all such transfers by the undersigned since the date of the Underwriting Agreement, are in excess of

49% of the Shares held by the undersigned as of the date of the Underwriting Agreement except pursuant to a transaction that is approved by a majority of the Company’s independent directors and all of the Company’s common stockholders are able to receive the same consideration provided to the undersigned in such transaction;

(ii) pledge any Shares to any single “person” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934) as security for any obligations to such person in an amount greater than 40% of the Company’s total Shares outstanding as of the date of such pledge;

(iii) pledge any Shares to any single “person” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934) as security for any obligations to such person in an amount greater than 40% of the Shares held by the undersigned as of the date of such pledge unless such person is also a holder of at least one share of the Company’s Series D Preferred Stock.

3.Additional Covenants.  The undersigned covenants and agrees that:

(i) the undersigned will not take any action that, directly or indirectly, would result in a “change of control” under the Company’s material debt agreements;

(ii) the undersigned will not pledge any Shares to Fiducia Ltd. (“Fiducia”) unless the undersigned obtains a covenant from Fiducia that Fiducia will not re-pledge or otherwise transfer the Shares pledged to it in an amount greater than 40% of the Shares held by the undersigned as of the date of such pledge to any entity or any person that is not also a holder of at least one share of the Company’s Series D Preferred Stock.

4.Notification.  Until the earlier of (i) the second anniversary of the date of the Underwriting Agreement or (ii) such time as the Company’s 9 ¼ notes are no longer outstanding and the undersigned could not cause any “change of control” under the Company’s material debt agreements or otherwise cause an accelerated material repayment of the Company’s indebtedness, but in no event before the expiration of the Lock-Up Period, the undersigned will provide at least two (2) days prior written notice to the Company at the address first written above before consummating any pledge or sale of any Shares.

5.Modification and Waiver.  No supplement, modification, waiver or amendment of this agreement shall be binding unless executed in writing by Steamboat Industries LLC, John V. Holten, the Company and William Blair.

STEAMBOAT INDUSTRIES LLC

By:  John V. Holten

John V. Holten, on behalf of
STEAMBOAT INDUSTRIES NV
(to be formed)

By:  John V. Holten

JOHN V. HOLTEN

John V. Holten

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

STANDARD PARKING CORPORATION

Standard Parking Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

1.  The name of the corporation is Standard Parking Corporation (the “Corporation”).

2.  The date of the filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was September 24, 1981, under the name 120 Oakland Place, Inc.

3.  Pursuant to Sections 242 and 245 of the DGCL, this Second Amended and Restated Certificate of Incorporation (this “Certificate”) amends and restates the original Certificate of Incorporation, as amended and restated by the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 24, 1994, as further amended.  This Certificate amends, restates and supersedes in its entirety the provisions of the Certificate of Incorporation of this Corporation as heretofore amended.

4.  The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

“Article I

Section 1.01Name of Corporation.  The name of the corporation is:

Standard Parking Corporation

Article II

Section 2.01Registered Office and Registered Agent. The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

Article III

Section 3.01Nature of Business.  The nature of the business and the purposes to be conducted and promoted by the Corporation are as follows:

To conduct any lawful business, to promote any lawful purpose, and to engage in

any lawful act or activity for which corporations may be organized under the DGCL.

Article IV

Section 4.01Authorized Capital Stock.  The total number of shares of stock that the Corporation shall have authority to issue is 12,100,010, of which (i) 12,100,000 shares shall be shares of Common Stock, par value $0.00l per share (the “Common Stock”) and (ii) 10 shares shall be shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided. Except as otherwise expressly provided herein, the number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors (“Voting Stock”) irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted.

Section 4.02Common Stock.  All shares of Common Stock will be identical in all respects and will entitle the holders thereof to the same rights and privileges, except as otherwise provided in this Second Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”).

(a)Voting Rights.  At every meeting of the stockholders of the Corporation, every holder of Common Stock shall be entitled to one (1) vote in person or by proxy for each share of Common Stock standing in such holder’s name on the transfer books of the Corporation in connection with the election of directors and all other matters submitted to a vote of all stockholders. Every holder of Common Stock shall be entitled to one vote in person or by proxy for each share of Common Stock standing in such holder’s name on the transfer books of the Corporation in connection with all matters submitted to a vote of the holders of Common Stock voting separately as a class.  No stockholder shall be entitled to exercise any right of cumulative voting.

(b)Dividends and Distributions. Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Certificate of Incorporation, holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock of any corporation (including the Common Stock of the Corporation) or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in all such dividends and other distributions.

(c)No Preemptive Rights.  Subject to any Certificate of Designations, no stockholder of the Corporation shall have any preemptive or preferential right, nor be entitled as such as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of the Corporation of any class or series, whether now or hereafter authorized, and whether issued for money or for consideration other than money, or of any issue of securities convertible into stock of the Corporation.

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(d)No Redemption Rights.  Subject to any Certificate of Designations, no stockholder of the Corporation shall have any right to have the shares of Common Stock held by such holder redeemed by the Corporation.

Section 4.03Preferred Stock.

(a)Designation.  There shall be a series of Preferred Stock designated as “18% Senior Redeemable Series D Preferred Stock” (the “Series D Stock”).  The number of shares of Series D Stock authorized for issuance shall be 10, and each such share shall have a par value of $0.01.

(b)Rank.  The Series D Stock shall, with respect to dividend rights and rights on liquidation, rank (a) junior to, or on a parity with, as the case may be, any other series of the Preferred Stock established by the Board, the terms of which shall specifically provide that such series shall rank senior to, or on parity with, as the case may be, the Series D Stock with respect to dividend rights and rights on liquidation, and (b) senior to any other equity securities of the Company, including all classes of Company Common Stock.  (All of such equity securities of the Company to which the Series D Stock ranks prior, including all classes of Company Common Stock, are at times collectively referred to herein as the “Junior Securities”).

(c)Dividends.

(i)The holders of record of shares of Series D Stock on the record date specified by the Board at the time such dividend is declared shall be entitled to receive, when, as and if declared by the Board, to the extent permitted under the DGCL, preferred dividends cumulative quarterly and payable on the first day of March, June, September and December (each such day being a “Dividend Payment Date”); provided, that such record date shall not be more than sixty (60) days nor less than ten (10) days prior to the respective Dividend Payment Date; provided, further, that such dividends may, at the option of the Board, accrue and accumulate.  Each of such dividends shall be fully cumulative and shall accrue (whether or not declared, whether or not the Company has earnings or profits, and whether or not there are funds legally available for the payment of such dividends), without interest, from the first day of each of March, June, September and December, except that with respect to the first dividend, such dividend shall accrue from the date of the issuance of the Series D Stock.  The per annum dividend rate on outstanding shares shall be 18% per share, of which 3% may, at the option of the Board, be paid in cash and the remaining 15% shall accrue and accumulate until paid.  The Company shall take all actions required or permitted under the DGCL to permit the payment of dividends on the Series D Stock, including, without limitation, through the revaluation of its assets in accordance with the DGCL, to make or keep funds legally available for the payment of dividends.

(ii)All dividends paid with respect to shares of Series D Stock pursuant to paragraph (c)(i) shall be paid pro rata to the holders entitled thereto.  Dividends

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will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(iii)Each fractional share of Series D Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of Series D Stock pursuant to Paragraph (c)(i) hereof, and all such dividends with respect to such outstanding fractional shares shall be fully cumulative and shall accrue (whether or not declared) without interest, and shall be payable in the same manner and at such times as provided for in Paragraph (c)(i) hereof with respect to dividends on each outstanding share of Series D Stock.

(iv)Notwithstanding anything contained herein to the contrary, no cash dividends on shares of Series D Stock shall be declared by the Board or paid or set apart for payment by the Company at such time as the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness, specifically prohibits such declaration, payment or setting apart for payment; provided, that nothing herein contained shall in any way or under any circumstance be construed or deemed to require the Board to declare, or the Company to pay or set apart for payment, any dividends on shares of Series D Stock at any time, whether or not permitted by any of such agreements.

(v)If at any time the Company shall have failed to pay all dividends that have accrued on any outstanding shares of any other series of the Preferred Stock having cumulative dividend rights ranking prior to or on parity with the shares of Series D Stock at the times such dividends are payable, no cash dividend shall be declared by the Board or paid or set apart for payment by the Company on shares of Series D Stock unless prior to or concurrently with such declaration, payment or setting apart for payment, all accrued and unpaid dividends on all outstanding shares of such other series of the Preferred Stock shall have been or be declared, paid or set apart for payment, without interest; provided, that in the event such failure to pay accrued dividends is only with respect to the outstanding shares of Series D Stock and any outstanding shares of any other series of the Preferred Stock having cumulative dividend rights on parity with the shares of Series D Stock, subject to Paragraph (c)(i) above, cash dividends may be declared, paid or set apart for payment, without interest, pro rata on shares of Series D Stock and shares of such other series of the Preferred Stock so that the amount of any cash dividends declared, paid or set apart for payment on shares of Series D Stock and shares of such other series of the Preferred Stock shall in all cases bear to each other the same ratio that, at the time of such declaration, payment or setting apart for payment, all accrued but unpaid cash dividends on shares of Series D Stock and shares of such other series of the Preferred Stock bear to each other.  Any dividend not paid pursuant to Paragraph (c)(i) hereof or this Paragraph (c)(v) shall be fully cumulative and shall accrue (whether or not declared), without interest, as set forth in Paragraph (c)(i) hereof.

(vi)Holders of shares of Series D Stock shall be entitled to receive the

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dividends provided for in Paragraph (c)(i) hereof in preference to and in priority over any dividends upon any of the Junior Securities.

(vii)So long as any shares of Series D Stock are outstanding, the Company shall not declare, pay or set apart for payment any dividend on any of the Junior Securities or any warrants, rights, calls or options exercisable for any of the Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Company or other property (other than pursuant to the conversion rights set forth herein and other than distributions or dividends in stock to the holders of such stock), and shall not permit any corporation or other entity directly or indirectly controlled by the Company to purchase or redeem any of the Junior Securities or any warrants, rights, calls or options exercisable for any of the Junior Securities, unless prior to or concurrently with such declaration, payment, setting apart for payment, purchase or distribution, as the case may be, all accrued and unpaid cash dividends on shares of Series D Stock not paid on the dates provided for in Paragraph (c)(i) hereof (including if not paid pursuant to the terms and conditions of paragraph (c)(i) or Paragraph (c)(v) hereof) shall have been or be paid; provided, that nothing herein contained shall limit or restrict the Company or any corporation or other entity directly or indirectly controlled by the Company from purchasing, redeeming or otherwise retiring any securities of the Company, including any Junior Securities and any warrants, rights, calls or options exercisable for any of the Junior Securities, (I) issued to any individual who was or is an employee or officer of the Company or any of its subsidiaries, or (II) that are subject to any stockholders agreement, any agreement providing for put/call rights or any similar agreement to which the Company or any of its subsidiaries is a party, which agreement provides for such purchase, redemption or retirement.

(viii)Subject to the foregoing provisions of this Paragraph (c), the Board may declare, and the Company may pay or set apart for payment, dividends and other distributions on any of the Junior Securities, and pay, purchase or otherwise redeem any of the Junior Securities or any warrants, rights or options exercisable for any of the Junior Securities, and the holders of the shares of Series D Stock shall not be entitled to share therein.

(d)Liquidation Preference.

(i)  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series D Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to one hundred dollars ($100) for each share outstanding (the “Liquidation Amount”) plus an amount in cash equal to all accrued but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, that the holders of outstanding shares of Series D Stock shall not be entitled to receive such liquidation payment

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until the liquidation payments on all outstanding shares of any other series of the Preferred Stock having liquidation rights ranking prior to the shares of Series D Stock shall have been paid in full.  If the assets of the Company are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series D Stock and any outstanding shares of any other series of the Preferred Stock having liquidation rights on parity with the shares of Series D Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series D Stock and the holders of outstanding shares of such other series of the Preferred Stock are entitled were paid in full.  The consolidation or merger of the Company with another entity shall not be deemed a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company and shall not give rise to any rights provided for in this Paragraph (d).

(ii)The liquidation payment with respect to each fractional share of Series D Stock outstanding or accrued but unpaid shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series D Stock.

(e)Redemption.

(i)  Optional.

(A)Shares of Series D Stock may be redeemed, in whole or from time to time in part, at the election of the Company (the “Optional Redemption”), at a redemption price per share in cash (the “Redemption Price”) equal to 118% of (x) the then-effective Liquidation Amount applicable to such share (treating the applicable date of redemption as the date of liquidation, dissolution or winding-up for such purpose) and (y) all accrued but unpaid dividends thereon.

(B)Shares of Series D Stock may be redeemed, in whole or from time to time in part, at a price per share equal to the then-effective Redemption Price at the election of the holder thereof or the Company, upon the occurrence of a Change of Control (as defined below) (a “Change of Control Redemption”), in which case the Redemption Price shall be paid in cash; provided, that the Company shall not be required to make a Change of Control Redemption if such a redemption would be prohibited by the terms of the 9-1/4% Notes, the New Notes or the Credit Agreement.  If the Redemption Price payable in respect of a Change of Control Redemption shall not be paid in cash, the Board shall promptly declare a special dividend, payable in shares of Series D Stock, in an amount equal to the excess of the then-effective Redemption Price over the Liquidation Amount.

(C)On or after June 15, 2008, at the election of a holder of

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Series D Stock, exercisable by delivering to the Company a written notice stating the number of shares of Series D Stock such holder elects to redeem, the Company shall redeem all or any portion of the outstanding shares of Series D Stock held by such holder at the then-effective Redemption Price, payable in cash, within 60 days after the date of such notice.  Notwithstanding the foregoing, the Company shall not be required to redeem shares of Series D Stock to the extent such a redemption would be prohibited by the terms of the 9-1/4% Notes, the New Notes or the Credit Agreement, or by any applicable law (collectively, the “Redemption Prohibitions”).  If the Company can redeem only a portion of the Series D Stock that the holder elects to redeem without violating the Redemption Prohibitions, the Company shall redeem from the holder the maximum number of shares of Series D Stock it can redeem without violating the Redemption Prohibitions.  If more than one holder elects to redeem shares of Series D Stock and the Company is subject to Redemption Prohibitions, the Company shall redeem shares of Series D Stock on a pro rata basis (based on the number of shares held by each holder). The Company shall redeem all or a portion of the remaining shares of Series D Stock from time to time when the Company can do so without violating the Redemption Prohibitions, on a pro rata basis (based on the number of shares held by each holder) if more than one holder has elected to redeem shares of Series D Stock.

(D)Definitions.

“9-1/4% Notes” shall mean the 9-1/4% Senior Subordinated Notes due 2008 of the Company, as amended.

“Credit Agreement” shall mean that certain Credit Agreement, dated as of January 11, 2002, by and among the Company and LaSalle Bank National Association as Agent, LaSalle Bank National Association and Bank One, N.A., together with all related agreements, instruments and documents executed or delivered pursuant thereto at any time, in each case as such agreements, instruments and documents may be amended, restated, modified or supplemented and in effect from time to time, including any agreements, instruments or documents extending the maturity of, refinancing, replacing or otherwise restructuring all or any portion of the indebtedness and other obligations under such credit agreement or any successor or replacement agreement, whether by the same or any other agent, lender or group of lenders.

“New Notes” shall mean the 14% Senior Subordinated Second Lien Notes due 2006 of the Company, as the same may be amended, restated, modified or supplemented from time to time.

(ii)Allocation.  If the Company elects to make an Optional Redemption or a

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Change of Control Redemption, the Company may redeem all or any number of the shares of Series D Stock then outstanding.  If the Company shall elect to redeem less than all of the shares of Series D Stock then outstanding, the Company shall determine the number of shares of Series D Stock to be redeemed and shall redeem from each holder a number of shares of Series D Stock equal to the product of (i) the number of shares of Series D Stock held by such holder multiplied by (ii) a fraction, the numerator of which shall be the number of shares of Series D Stock included in such redemption by the Company and the denominator of which shall be the total number of shares of Series D Stock then outstanding.

(f)Procedure for Redemption.

(i)In the event the Company shall redeem shares of Series D Stock, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder’s address as the same appears on the stock register of the Company.  Each such notice shall state:  (v) the redemption date; (w) the number of shares of Series D Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares to be redeemed from such holder; (x) the Redemption Price; (y) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (z) that dividends on the shares to be redeemed will cease to accrue on such redemption date.

(ii)Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Company in providing money for the payment of the redemption price of the shares called for redemption) dividends on the shares of Series D Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Company (except the right to receive from the Company the Redemption Price) shall cease.  Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board shall so require and the notice shall so state), such shares shall be redeemed by the Company at the redemption price aforesaid.  In case fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.

(g)Voting Rights.

(i)The holders of record of Series D Stock shall not be entitled to any voting rights except as hereinafter provided in this Paragraph (g).

(ii)So long as any shares of Series D Stock are outstanding, the Company will not, without the affirmative vote or consent at an annual or special meeting of its stockholders of at least a majority of the outstanding shares of Series

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D Stock (excluding treasury shares and shares held by Subsidiaries of the Company) voting as a separate class, create any class or series of shares ranking senior to the Series D Stock either as to dividends or upon liquidation, or amend, alter or repeal (whether by merger, consolidation or otherwise) the Certificate of Incorporation to affect adversely the voting powers (except as such powers may be limited by the voting rights given to additional shares of any class), rights or preferences of the Series D Stock.

(iii)At any annual or special meeting of the stockholders of the Company at which a matter is submitted to the holders of Series D Stock, each holder shall be entitled to one vote per share of Series D Stock.

Article V

Section 5.01Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors initially consisting of eight (8) directors. The number of directors may be increased or decreased from time to time in accordance with the provisions of Section 5.02; provided that the number of directors shall not be less than three (3) nor more than nine (9).

Section 5.02Increase or Decrease in Board of Directors. The number of directors may be increased or decreased only pursuant to a resolution adopted by the affirmative vote of a majority of the directors then in office.

Section 5.03Vacancies in the Board.  Newly created directorships resulting from any increase in the number of directors and any director vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled as provided in the Amended and Restated Bylaws of the Corporation (the “Bylaws”).  Any director elected in accordance with this Section 5.05 shall hold office until such director’s successor shall have been duly elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 5.04Removal of Directors.  A director shall hold office until the annual meeting of the year in which such director’s term expires and until such director’s successor shall be elected and shall qualify, subject, however, to prior death, resignation or removal from office.  Any director or the entire Board of Directors of this Corporation may be removed with or without cause at any annual or special meeting of stockholders by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 5.05Written Ballot.  The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

Section 5.06Approval of Related Party Transactions.  All related party transactions (defined below) shall be approved by the Corporation’s Audit Committee.  “Related party transaction” shall refer to transactions required to be disclosed pursuant to Regulation S-K, Item 404 promulgated by the Securities and Exchange Commission or any successor regulation.

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Article VI

Section 6.01Stockholder Action by Written Consent. Any corporate action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation (either by hand or by certified or registered mail, return receipt requested) at its registered office in the State of Delaware or its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

Section 6.02Calling of Special Meeting of Stockholders.Special meetings of the stockholders of the Corporation may be called only by (i) the chairperson of the Board of Directors, or (ii) the Board of Directors pursuant to a resolution adopted by a majority of the directors. Any other power of stockholders to call a special meeting is specifically denied.

Section 6.03Business at Special Meeting of Stockholders. No business other than that stated in the notice shall be transacted at any special meeting of stockholders.

Section 6.04Notice of Stockholder Proposals. Advanced notice of the proposal of business by stockholders, including, without limitation, nominations of directors, shall be given in the manner provided in the Bylaws, as amended and in effect from time to time.

Article VII

Section 7.01Amendment or Modification of Bylaws. Subject to Article 11 of the Bylaws, the Board of Directors is expressly authorized and empowered to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that the Bylaws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed by the Board of Directors or by the affirmative vote of stockholders having at least a majority of the voting power of the then outstanding Voting Stock of the Corporation.

Article VIII

Section 8.01Limitation of Director’s Liability. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended to authorize the further elimination or limitation of liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by a amended DGCL.  Any repeal or modification of this Article VIII

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by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

Article IX

Section 9.01Right to Indemnification. The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented (“Section 145”), indemnify any director or officer of the Corporation whom it shall have the power to indemnify under said section (each a “Covered Person”) from and against any and all of the expenses, liabilities, or other matters referred to in or covered by Section 145 (“Covered Matter”).

Section 9.02Authorization of Indemnification. Notwithstanding Section 9.01, the Corporation shall indemnify a Covered Person only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because such Covered Person has met the applicable standard of conduct set forth in Section 145. Such determination shall be made, with respect to a Covered Person who is a director or officer at the time of such determination, (1) by the Board of Directors by a majority vote of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders of the Corporation.

Section 9.03Advancement of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director in defending any Covered Matter may be paid by the Corporation in advance of the final disposition of such Covered Matter upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or other Covered Persons may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 9.04Non-exclusive Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Article IX shall not be deemed exclusive of any other rights to which Covered Persons may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 9.05Amendment or Repeal of Article IX.  Any amendment or repeal of this Article IX shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.  The indemnification and advancement of expenses provided by or granted pursuant to this Article IX, unless otherwise provided when authorized or ratified, shall continue as to a Covered Person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors, and administrators of such person.”

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5.  This Certificate was duly adopted in accordance with Sections 141(f), 242, and 245 of the DGCL by the unanimous written consent of the Corporation’s Board of Directors and by the stockholders having not less than the minimum number of votes required to adopt this Certificate, with written notice being provided to all stockholders in accordance with Section 228 of such law.

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IN WITNESS WHEREOF, Standard Parking Corporation has caused this Second Amended and Restated Certificate of Incorporation to be executed by an authorized officer of Standard Parking Corporation as of the 2nd day of June, 2004.

Standard Parking Corporation
By:	/s/ James A. Wilhelm
	Name: James A. Wilhelm
	Title: President and Chief Executive Officer

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

STANDARD PARKING CORPORATION

May 28, 2004

Article I

Offices

Section 1.01 Registered Office.  The registered office of Standard Parking Corporation (the “Corporation”) required by the General Corporation Law of Delaware to be maintained in the State of Delaware shall be fixed in the Corporation’s Second Amended and Restated Certificate of Incorporation, as may be further amended from time to time (the “Certificate of Incorporation”).

Section 1.02 Principal and Other Offices.  The principal and other offices of the Corporation may be, within or without the State of Delaware as the business of the Corporation may require from time to time.

Article II

Stockholders

Section 2.01 Annual Meeting.  The annual meeting of the stockholders (the “Annual Meeting”) shall be held on such date as determined by the Board of Directors (the “Board”), at such hour as shall be designated in the notice of the meeting for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the day fixed for the Annual Meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any Annual Meeting, or at any adjournment thereof, the Board shall cause the election to be held at a meeting of the stockholders as soon thereafter as convenient.

Section 2.02 Special Meetings.  Special meetings of the stockholders may be called by the Chairperson of the Board alone or by the Board pursuant to a resolution adopted by a majority of the directors on the Board.

Section 2.03 Place of Meeting.  The Board may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called pursuant to Section 2.02 of these Bylaws.  If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be at the principal executive office of the Corporation, except as otherwise provided in Section 2.05 of these Bylaws.  The Board may, in its sole discretion, determine that a meeting or meetings of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized and in the manner set forth in paragraph (a)(2) of Section 211 of the Delaware General Corporation Law (“DGCL”).

Section 2.04 Notice of Meeting.  Written or printed notice stating the place, if any, day, hour of the meeting, and means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at stockholder meetings, and in the case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, or in the case of a merger or consolidation not less than twenty (20) nor more than sixty (60) days before the

meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid.  Stockholders may consent to receiving electronic delivery of notice of stockholder meetings, subject to the limitations found in Section 232 of the DGCL.  Any waiver of notice of a stockholder meeting may be given by electronic transmission in the manner set forth in Section 229 of the DGCL.

Section 2.05 Closing of Transfer Books or Fixing of Record Date.  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days, or in the case of a merger or consolidation, at least twenty (20) days, immediately preceding such meeting. In lieu of closing the stock transfer books, the Board may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than (60) sixty days and, for a meeting of stockholders, not less than ten (10) days, or in the case of a merger or consolidation, not less than twenty (20) days, immediately preceding such meeting. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.

Section 2.06 Voting lists.  The officer or agent having charge of the transfer books for shares of the Corporation shall make at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each. Such list need not include electronic mail addresses or other electronic contact information and shall be open to the examination of any stockholder for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours, at the principal place of business of the Corporation.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.  If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

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Section 2.07 Quorum.  The holders of shares having a majority of the voting power of the capital stock of the Corporation issued and outstanding and entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders; provided, that if shares having less than a majority of the voting power of the capital stock of the Corporation are represented at said meeting, then shares having a majority of the voting power of all shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the voting power of the shares represented at the meeting shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by the DGCL or the Certificate of Incorporation.  Where a separate vote by class or classes is required, a majority of the shares of such class or classes in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

Section 2.08 Proxies.  At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law and filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that, such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 2.09 Order of Business.  At any Annual Meeting, only such business shall be conducted as shall have been brought before the Annual Meeting (i) by or at the direction of the Board, or (ii) by any stockholder who complies with the procedures set forth in this Section 2.09.  For business properly to be brought before an Annual Meeting by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation no later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the anniversary date of the preceding year’s Annual Meeting.  To be in proper written form, a stockholder’s notice to the Secretary shall set forth in writing as to each matter the stockholder proposes to bring before the Annual Meeting: (i) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting; (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business; (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder; and (iv) any material interest of the stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an Annual Meeting except in accordance with the procedures set forth in this Section 2.09. The chairperson of an Annual Meeting shall, if the facts warrant, determine and declare to the Annual Meeting that business was not properly brought before the Annual Meeting in accordance with the provisions of this Section 2.09 and, if he should so determine, he shall so declare to the Annual Meeting and any such business not properly brought before the Annual Meeting shall not be transacted.

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Section 2.10 Informal Action by Stockholders.  Any action required to be taken at any Annual Meeting or special meeting of the stockholders, or any other action which may be taken at any Annual Meeting or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who would have been entitled to notice of the meeting in which the action was taken and who have not consented in writing.  Written consent includes the use of telegram, cablegram, or other electronic transmission as described in Section 219 of the DGCL.  However, unless the Board provide otherwise, such transmission must be reproduced in paper form and delivered to the Corporation’s registered office, principal place of business or its officer or agent having custody of the book in which proceeding of meetings of stockholders are recorded, in order to be deemed delivered.

Section 2.11 Voting by Ballot and Proxy.  Voting on any question or in any election at any meeting may be by voice vote unless the presiding officer shall order or any stockholder shall demand that voting be by ballot or proxy.  When counting written ballots and proxies to determine their validity, inspectors of election may rely on any verification information required of stockholders voting electronically. Written ballots and proxies include those submitted electronically as set forth in paragraph (e) of Section 211 of the DGCL.

Article III

Directors

Section 3.01 General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of its Board.

Section 3.02 Number, Tenure and Qualification.  The number of directors of the Corporation shall be no less than three (3) and no more than nine (9).  The exact number of directors may be fixed from time to time by resolution of the Board.  Each director shall hold office until the next annual meeting of stockholders or until his successor shall have been duly elected and qualified.  Directors need not be residents of Delaware or stockholders of the Corporation.

Section 3.03 Regular Meetings.  A regular meeting of the Board shall be held without other notice than these Bylaws, immediately after, and at the same place, if any, as the annual meeting of stockholders. The Board may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.  The independent directors of the Corporation will have regularly scheduled meetings at which only independent directors may be present.  Notice of such meetings shall be provided as set forth in Section 3.05 below.

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Section 3.04 Special Meetings.  Special meetings of the Board may be called by the Chairperson of the Board alone or by a majority of the directors on the Board.  The person or persons authorized to call special meetings of the Board may fix any place, if any, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

Section 3.05 Notice.  Notice of any special meeting shall be given at least 24 hours prior thereto by written notice delivered personally, by courier or mailed to each director at such director’s business address, or by telegram or facsimile.  If notice is given by courier, such notice shall be deemed to be delivered one (1) business day following deposit with the courier.  If mailed, such notice shall be deemed to be delivered two (2) days following deposit in the United States mail.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  If notice is given by facsimile, such notice shall be deemed to be delivered on the day of transmission if transmitted during the recipient’s normal business hours or one (1) business day following transmission if transmitted after business hours.  Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 3.06 Quorum.  A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.07 Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.08 Vacancies.  Any vacancy occurring in a directorship and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board based upon the recommendation of the Nominating and Corporate Governance Committee, or by stockholders if such vacancy was caused by the removal of a director by the action of the holders of Common Stock, in which event such vacancy may not be filled by the Board.  Any director elected to such vacancy shall hold office until the next annual meeting of stockholders.

Section 3.09 Resignations.  Any director of the Corporation may resign at any time by giving notice in writing or by electronic transmission (as such term is defined in subsection (c) of Section 232 of the DGCL) to the Board, the Chairperson, if any, the chief executive officer, the president, the chief financial officer or the secretary of the Corporation.  Such resignation shall take effect at the time specified therein and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective.

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

Section 3.11 Expenses of Attendance; Excess Compensation.  By resolution of the Board, the directors may be paid their expenses, if any, of attendance at each meeting of the Board. In the event the Internal Revenue Service shall deem any compensation (including any fringe benefit) paid to a director to be unreasonable or excessive, such director must repay to the Corporation the excess over what is determined by the Internal Revenue Service to be reasonable compensation, with interest on such excess at the minimum applicable federal rate, within ninety days after notice from the Corporation.

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

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

Section 3.14 Participation by Conference Telephone.  Members of the Board or of any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 3.15 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the

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Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation by the Board, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the Board, Bylaws or Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a Certificate of Ownership and Merger.

Section 3.15.1 Nominating and Corporate Governance Committee.  The Board shall establish a Nominating and Corporate Governance Committee authorized to (i) identify individuals qualified to become directors and recommend to the full Board the director nominees for each annual meeting of the Corporation’s stockholders;  (ii) recommend to the full Board director nominees qualified to fill any vacancy on the Board occurring for any reason; (iii) recommend to the full Board directors to serve on each committee of the Board; and (iv) develop, recommend to the Board and assess corporate governance policies.  The Nominating and Corporate Governance Committee shall consist of at least three (3) members.  The Board shall adopt a charter for the Nominating and Corporate Governance Committee setting out more fully the duties and powers of the Nominating and Corporate Governance Committee.

A stockholder may recommend a director nominee for consideration by the Nominating and Corporate Governance Committee by complying with the procedures adopted by the Nominating and Corporate Governance Committee.  In lieu of making a recommendation of a director nominee for consideration by the Nominating and Corporate Governance Committee, a stockholder may seek to directly nominate candidates for an election of directors at an Annual Meeting or Special Meeting called for the purpose of electing one or more directors to the Board only by providing timely notice in writing to the Secretary of the Corporation.  To be timely for an Annual Meeting, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation no later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the anniversary date of the preceding year’s Annual Meeting.  To be timely for a Special Meeting, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the date of the special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.  Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the stockholder giving notice (A) the name and address, as they appear on the Corporation’s books, of the stockholder making such nomination; and (B) the class and number of shares of the Corporation which are beneficially owned by the stockholder.  At the request of the Board of Directors any person nominated by the Board of Directors for election as a director shall furnish to the

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Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.

Section 3.15.3 Compensation Committee.  The Board shall establish a Compensation Committee whose principal duties shall be to provide assistance to the Board in fulfilling their responsibility to the stockholders to ensure that the Corporation’s officers, executives, and Board members are compensated in accordance with the Corporation’s total compensation objectives and executive compensation policy.  The Compensation Committee shall (i) review and determine compensation policies, strategies, pay levels and forms of compensation necessary to support organizational objectives; (ii) review and determine bonuses for officers and other employees, (iii) review and determine stock-based compensation, and (iv) produce an annual report on executive compensation for inclusion in the Corporation’s proxy statement, or, if the Corporation does not file a proxy statement, in its annual report filed on Form 10-K with the SEC, in accordance with applicable rules and regulations.  The Board shall adopt a charter for the Compensation Committee setting out more fully the duties and powers of the Compensation Committee.

Section 3.15.4 Audit Committee.  The Board shall establish an Audit Committee to (i) be directly responsible for the appointment, compensation and oversight over the work of the Company’s public accountants; (ii) oversee the accounting and financial reporting processes of the Company and the audit of the financial statements of the Company; (iii) prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement., and (iv) review and approve related party transactions.  The Audit Committee shall consist of three (3) or more directors who shall be appointed by the Board.  Each member of the Audit Committee shall qualify as an “independent director”, and shall possess such other knowledge and background as may be required, under applicable law and the Nasdaq National Market listing requirements.  The Board shall adopt a charter for the Audit Committee setting out more fully the duties, powers and member qualifications of the Audit Committee.

Article IV

Officers

Section 4.01 Number.  The executive officers of the Corporation shall be, at minimum, a Chief Executive Officer, President, a Chief Financial Officer, a Secretary and a Treasurer.  The Board may also choose a Chairperson of the Board and such Vice Presidents (the number thereof to be determined by the Board), Assistant Treasurers, Assistant Secretaries or other officers as may be elected or appointed by the Board. If more than one Vice President is elected or appointed, only Executive Vice Presidents, if any, shall be deemed to be executive officers of the Corporation. Any two or more offices may be held by the same person.

Section 4.02 Election and Terms of Office.  The officers of the Corporation shall be elected annually by the Board at the first meeting of the Board held after each annual meeting of stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her

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successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.03 Removal.  Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.04 Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, or because of the creation of an office, may be filled by the Board for the unexpired portion of the term.

Section 4.05 The Chairperson.  The Chairperson of the Board, if one is appointed, the Chief Executive Officer, if one is appointed, or the President shall preside at all meetings of the stockholders and of the Board and shall see that orders and resolutions of the Board are carried into effect.  He or she shall have concurrent power with the Chief Executive Officer, if any, and the President to sign bonds, mortgages, certificates for shares and other contracts and documents, whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board or by these Bylaws to some other officer or agent of the Corporation.  The Chairman of the Board shall perform such duties as the Board may from time to time prescribe.

Section 4.06 The Chief Executive Officer.  The Chief Executive Officer shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation, unless otherwise provided by the Board.  He or she may sign bonds, mortgages, certificates for shares and all other contracts and documents whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board or by these Bylaws to some other officer or agent of the Corporation.  He or she shall have general powers of supervision and shall be the final arbiter of all differences between officers of the Corporation and his or her decision as to any matter affecting the Corporation shall be final and binding as between the officers of the Corporation subject only to its Board.

Section 4.07 The President. If no Chief Executive Officer is appointed, or in the absence of the Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.  He or she shall have concurrent power with the Chief Executive Officer to sign bonds, mortgages, certificates for shares and other contracts and documents, whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board or by these Bylaws to some other officer or agent of the Corporation.  In general, he or she shall perform all duties incident to the office of President and such other duties as the Chief Executive Officer or the Board may from time to time prescribe.

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Section 4.08 The Vice Presidents.  In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Board may classify any Vice President as an Executive Vice President, Senior Vice President, Vice President or Assistant Vice President, or any other designation as the Board may from time to time determine.  Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation, and shall perform such other duties as from time to time may be assigned to him by the President or by the Board.

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

Section 4.10 The Principal Accounting Officer. The Principal Accounting Officer shall be the principal accounting officer of the Corporation, and shall (a) keep or cause to be kept correct and complete books and records of account including a record of all receipts and disbursements; (b) from time to time prepare or cause to be prepared and render financial statements of the Corporation at the request of the Chief Executive Officer, the President, the Chairman of the Board, if any, or the Board; and (c), in general, perform all duties incident to the office of Principal Accounting Officer and such other duties as from time to time may be prescribed by the Chairman of the Board, if any, the Chief Executive Officer, the President or the Board.

Section 4.11 The Treasurer. If no Chief Financial Officer is appointed, or in his or her absence or in the event of his or her inability or refusal to act, the Treasurer shall perform the duties of the Chief Financial Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Financial Officer.  He or she shall, in general, perform all the duties incident to the office of Treasurer and such other duties and have such other powers as the Chief Executive Officer, the President or the Board may from time to time prescribe.

Section 4.12 The Secretary.  The Secretary shall: (a) keep the minutes of the stockholders’ and of the Board’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the

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

Section 4.13 Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers shall respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The Assistant Secretaries as thereunto authorized by the Board may sign with the President or a Vice President certificates for shares of the Corporation, the issue of which shall have been authorized by a resolution of the Board. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board.

Section 4.14 Salaries. The salaries of the executive officers shall be fixed from time to time by the Board and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation. In the event that the Internal Revenue Service shall deem any compensation (including any fringe benefit) paid to an officer to be unreasonable or excessive, such officer must repay to the Corporation the excess over what is determined by the Internal Revenue Service to be reasonable compensation, with interest on such excess at the minimum applicable federal rate, within 90 days after notice from the Corporation.

Article V

Indemnification of Officers and Directors

Section 5.01  Indemnification of Officers and Directors.  As provided in the Certificate of Incorporation:

Section 5.01.1 Right to Indemnification. The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented (“Section 145”), indemnify any director or officer of the Corporation whom it shall have the power to indemnify under said section (each a “Covered Person”) from and against any and all of the expenses, liabilities, or other matters referred to in or covered by Section 145 (“Covered Matter”).

Section 5.01.2 Authorization of Indemnification. Notwithstanding Section 5.01.1, the Corporation shall indemnify a Covered Person only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because such Covered Person has met the applicable standard of conduct set forth in Section 145. Such determination shall be made, with respect to a Covered Person who is a director or officer at the

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time of such determination, (1) by the Board by a majority vote of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders of the Corporation.

Section 5.01.3 Advancement of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director in defending any Covered Matter may be paid by the Corporation in advance of the final disposition of such Covered Matter upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Corporation as authorized in this Article V. Such expenses (including attorneys’ fees) incurred by former directors and officers or other Covered Persons may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 5.01.4 Non-exclusive Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.01 shall not be deemed exclusive of any other rights to which Covered Persons may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 5.01.5 Amendment or Repeal. Any repeal or modification of this Section 5.01 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.  The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.01, unless otherwise provided when authorized or ratified, shall continue as to a Covered Person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.01.6 Amendment or Modification of Article V. Notwithstanding anything contained in the Certificate of Incorporation or these Bylaws to the contrary, the affirmative vote of the holders of at least a majority of the voting power of the then outstanding capital stock of the Corporation, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article V.

Section 5.02 Elimination of Certain Liability of Directors.  As provided for in the Certificate of Incorporation of the Corporation, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended to authorize the further elimination or limitation of liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by a amended DGCL.  Any repeal or modification of this Section

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5.02 by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

Article VI

Certificates for Shares and Their Transfer

Section 6.01 Certificates for Shares.  Certificates representing shares of the Corporation shall be in such form as may be determined by the Board. Such certificates shall be signed by the Chief Executive Officer, President or a Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe.

Section 6.02 Transfer of Shares.  Transfers of shares of the Corporation shall be made only on the books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

Article VII

Fiscal Year

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

Article VIII

Dividends

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

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Article IX

Seal

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

Article X

Waiver of Notice

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

Article XI

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by unanimous written consent of the Board or at any meeting of the Board by a majority of the directors present at the meeting, subject to the power of the stockholders holding a majority of the voting power of the Corporation’s capital stock to alter or repeal Bylaw amendments made by the Board.

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EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

dated as of June 2, 2004

among

STANDARD PARKING CORPORATION,

as the Company

THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

LASALLE BANK NATIONAL ASSOCIATION,

as Administrative Agent,

and

WELLS FARGO BANK, N.A.,

As Syndication Agent

LASALLE BANK NATIONAL ASSOCIATION,

WELLS FARGO BANK, N.A.

As Co-Lead Arrangers

SECTION 1	DEFINITIONS
1.1	Definitions
1.2	Other Interpretive Provisions
SECTION 2	COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES
2.1	Commitments
	2.1.1Revolving Commitment
	2.1.2L/C Commitment
2.2	Loan Procedures
	2.2.1Various Types of Loans
	2.2.2Borrowing Procedures
	2.2.3Conversion and Continuation Procedures
	2.2.4Swing Line Facility
	2.2.5Defaulting Lenders
2.3	Letter of Credit Procedures
	2.3.1L/C Applications
	2.3.2Participations in Letters of Credit and Existing Letters of Credit
	2.3.3Reimbursement Obligations
	2.3.4Funding by Lenders to Issuing Lender and LaSalle
2.4	Commitments Several
2.5	Certain Conditions
SECTION 3	EVIDENCING OF LOANS
3.1	Notes
3.2	Recordkeeping
SECTION 4	INTEREST
4.1	Interest Rates
4.2	Interest Payment Dates
4.3	Setting and Notice of LIBOR Rates
4.4	Computation of Interest
SECTION 5	FEES

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5.1	Non-Use Fee
5.2	Letter of Credit Fees
5.3	Administrative Agent’s Fees
SECTION 6	INCREASE, REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS
6.1	Increase, Reduction or Termination of the Revolving Commitment
	6.1.1Increase of the Revolving Commitment
	6.1.2Voluntary Reduction or Termination of the Revolving Commitment
	6.1.3All Reductions of the Revolving Commitment
6.2	Repayments
	6.2.1Voluntary Repayments
	6.2.2Mandatory Repayments
6.3	Manner of Repayments
	6.3.1Partial Repayments
6.4	Final Repayment
	6.4.1Revolving Loans
SECTION 7	MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES
7.1	Making of Payments
7.2	Application of Certain Payments
7.3	Due Date Extension
7.4	Setoff
7.5	Proration of Payments
7.6	Taxes
SECTION 8	INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS
8.1	Increased Costs
8.2	Basis for Determining Interest Rate Inadequate or Unfair
8.3	Changes in Law Rendering LIBOR Loans Unlawful
8.4	Funding Losses
8.5	Right of Lenders to Fund through Other Offices

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8.6	Discretion of Lenders as to Manner of Funding
8.7	Mitigation of Circumstances; Replacement of Lenders
8.8	Conclusiveness of Statements; Survival of Provisions
SECTION 9	REPRESENTATIONS AND WARRANTIES
9.1	Organization
9.2	Authorization; No Conflict
9.3	Validity and Binding Nature
9.4	Financial Condition
9.5	No Material Adverse Change
9.6	Litigation and Contingent Liabilities
9.7	Ownership of Properties; Liens
9.8	Equity Ownership; Subsidiaries
9.9	Pension Plans
9.10	Investment Company Act
9.11	Public Utility Holding Company Act
9.12	Regulation U
9.13	Taxes
9.14	Solvency, etc
9.15	Environmental Matters
9.16	Insurance
9.17	Real Property; Facility Leases and Facility Management Agreements
9.18	Information
9.19	Intellectual Property
9.20	Burdensome Obligations
9.21	Labor Matters
9.22	No Default
9.23	Related Agreements
9.24	Subordinated Debt
SECTION 10	AFFIRMATIVE COVENANTS
10.1	Reports, Certificates and Other Information

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	10.1.1Annual Report
	10.1.2Interim Reports
	10.1.3Compliance Certificates
	10.1.4Reports to the SEC and to Shareholders
	10.1.5Notice of Default, Litigation and ERISA Matters
	10.1.6Intentionally Omitted
	10.1.7Management Reports
	10.1.8Projections
	10.1.9Subordinated Debt Notices
	10.1.10Schedules
	10.1.11Other Information
10.2	Books, Records and Inspections
10.3	Maintenance of Property; Insurance
10.4	Compliance with Laws; Payment of Taxes and Liabilities
10.5	Maintenance of Existence, etc
10.6	Use of Proceeds
10.7	Employee Benefit Plans
10.8	Environmental Matters
10.9	Further Assurances
10.10	Deposit Accounts; Lockbox Account
10.11	Syndication
SECTION 11	NEGATIVE COVENANTS
11.1	Debt
11.2	Liens
11.3	Restricted Payments
11.4	Mergers, Consolidations, Sales
11.5	Modification of Organizational Documents
11.6	Transactions with Affiliates
11.7	Unconditional Purchase Obligations
11.8	Inconsistent Agreements

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11.9	Business Activities; Issuance of Equity
11.10	Investments, Loans and Advances
11.11	Restriction of Amendments to Certain Documents
11.12	Fiscal Year
11.13	Financial Covenants
	11.13.1Fixed Charge Coverage Ratio
	11.13.2Senior Debt to EBITDA Ratio
	11.13.3Total Debt to EBITDA Ratio
	11.13.4Net Capital Expenditures
11.14	Repayment or Redemption of Debt; Cancellation of Debt
11.15	Affiliate Amounts
SECTION 12	EFFECTIVENESS; CONDITIONS OF LENDING, ETC
12.1	Initial Credit Extension
	12.1.1Notes
	12.1.2Authorization Documents
	12.1.3Consents, etc
	12.1.4Letter of Direction
	12.1.5Guaranty and Collateral Agreement
	12.1.6Perfection Certificate
	12.1.7Obligations Senior
	12.1.8Opinions of Counsel
	12.1.9Insurance
	12.1.10Copies of Documents
	12.1.11Payment of Fees
	12.1.12Solvency Certificate
	12.1.13Pro Forma
	12.1.14Intentionally Omitted
	12.1.15Search Results; Lien Terminations
	12.1.16Filings, Registrations and Recordings
	12.1.17Closing Certificate, Consents and Permits

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	12.1.18Other
12.2	Conditions
	12.2.1Compliance with Warranties, No Default, etc
	12.2.2Confirmatory Certificate
	12.2.3Real Estate Documents
SECTION 13	EVENTS OF DEFAULT AND THEIR EFFECT
13.1	Events of Default
	13.1.1Non-Payment of the Loans, etc
	13.1.2Non-Payment of Other Debt
	13.1.3Other Material Obligations
	13.1.4Bankruptcy, Insolvency, etc
	13.1.5Non-Compliance with Loan Documents
	13.1.6Representations; Warranties
	13.1.7Pension Plans
	13.1.8Judgments
	13.1.9Invalidity of Collateral Documents, etc
	13.1.10Invalidity of Subordination Provisions, etc
	13.1.11Change of Control
	13.1.12Material Adverse Effect
13.2	Effect of Event of Default
SECTION 14	THE AGENT
14.1	Appointment and Authorization
14.2	Issuing Lender and LaSalle
14.3	Delegation of Duties
14.4	Exculpation of Administrative Agent
14.5	Reliance by Administrative Agent
14.6	Notice of Default
14.7	Credit Decision
14.8	Indemnification
14.9	Administrative Agent in Individual Capacity

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14.10	Successor Administrative Agent
14.11	Collateral Matters
14.12	Administrative Agent May File Proofs of Claim
14.13	Other Agents; Arrangers and Managers
SECTION 15	GENERAL
15.1	Waiver; Amendments
15.2	Confirmations
15.3	Notices
15.4	Computations
15.5	Costs, Expenses and Taxes
15.6	Assignments; Participations
	15.6.1Assignments
	15.6.2Participations
15.7	Register
15.8	GOVERNING LAW
15.9	Confidentiality
15.10	Severability
15.11	Nature of Remedies
15.12	Entire Agreement
15.13	Counterparts
15.14	Successors and Assigns
15.15	Captions
15.16	Patriot Act Notice
15.17	INDEMNIFICATION BY THE COMPANY
15.18	Nonliability of Lenders
15.19	FORUM SELECTION AND CONSENT TO JURISDICTION
15.20	WAIVER OF JURY TRIAL

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ANNEXES

ANNEX A	Lenders and Pro Rata Shares
ANNEX B	Addresses for Notices

SCHEDULES

SCHEDULE 1.1	Non-Guarantor Joint Ventures
SCHEDULE 9.6	Litigation and Contingent Liabilities
SCHEDULE 9.8	Equity Ownership; Subsidiaries
SCHEDULE 9.15	Underground Storage Tanks
SCHEDULE 9.16	Insurance
SCHEDULE 9.17	Real Property; Facility Leases and Facility Management Agreements
SCHEDULE 9.21	Labor Matters
SCHEDULE 11.1	Existing Debt
SCHEDULE 11.2	Existing Liens
SCHEDULE 11.11	Investments
SCHEDULE 11.15	Management Fees
SCHEDULE 12.1	Debt to be Repaid

EXHIBITS

EXHIBIT A	Form of Note (Section 3.1)
EXHIBIT B	Form of Compliance Certificate (Section 10.1.3)
EXHIBIT C	Form of Assignment Agreement (Section 15.6.1)
EXHIBIT D	Form of Notice of Borrowing (Section 2.2.2)
EXHIBIT E	Form of Notice of Conversion/Continuation (Section 2.2.3)
EXHIBIT F	Forms of Statement of Operation, Balance Sheet and Cash Flow

CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated as of June 2, 2004 (this “Agreement”) is entered into among STANDARD PARKING CORPORATION(the “Company”), the financial institutions that are or may from time to time become parties hereto, which, unless the context indicates otherwise, shall include LaSalle in its capacity as the issuer of any Existing Letters of Credit (LaSalle and such other parties hereto, together with their respective successors and assigns, are referred to herein as the “Lenders”), LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as a Lender and as Administrative Agent for the Lenders, and WELLS FARGO BANK, N.A. (in its individual capacity, “Wells”), as a Lender and as Syndication Agent for the Lenders.

The Lenders have agreed to make available to the Company a revolving credit facility (which includes letters of credit) upon the terms and conditions set forth herein.

The parties hereto acknowledge that the Commitments hereunder are being extended and up to $90,000,000 may be borrowed hereunder (i) in amounts necessary to repay in full and terminate in full all outstanding Term Loan Debt under the Former Credit Agreement, (ii) in an additional amount of $40,000,000 to refinance and increase hereunder the revolving credit facility under the Former Credit Agreement, and (iii) with the remainder as an additional borrowing facility hereunder for the purposes expressly set forth herein.

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

SECTION 1DEFINITIONS.

1.1Definitions.  When used herein the following terms shall have the following meanings:

Account Debtor is defined in the Guaranty and Collateral Agreement.

Account or Accounts is defined in the UCC.

Acquired Debt means mortgage Debt or Debt with respect to Capital Leases of a Person existing at the time such Person became a Subsidiary or assumed by the Company or a Subsidiary of the Company pursuant to an Acquisition permitted hereunder (and not created or incurred in connection with or in anticipation of such Acquisition).

Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) the acquisition of another Person pursuant to a merger or

consolidation or any other combination with such Person (other than a Person that is already a Subsidiary).

Adjusted Off-Balance Sheet Liabilities of a Person means, Off-Balance Sheet Liabilities of such Person and its Subsidiaries, excluding (i) all Facility Leases, Ordinary Course Equipment Leases and Facility Management Agreements of such Person’s and its Subsidiaries’ businesses, and (ii) payments required pursuant to that certain Executive Parking Management Agreement dated as of May 1, 1998, together with the First Amendment thereto dated as of August 1, 1999, by and among the Company, D&E Parking, Inc., Edward E. Simmons and Dale G. Stark.

Administrative Agent means LaSalle in its capacity as administrative agent for the Lenders hereunder and any successor thereto in such capacity.

Affected Loan - see Section 8.3.

Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any “executive” officer (as defined under the Exchange Act and the Regulations thereunder) or director of such Person and (c) with respect to any Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans.  A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.  Unless expressly stated otherwise herein, neither the Administrative Agent nor any Lender shall be deemed an Affiliate of any Loan Party.

Agreement - see the Preamble.

Applicable Margin means, for any day, the rate per annum set forth below opposite the level (the “Level”) then in effect, it being understood that the Applicable Margin for (i) LIBOR Loans shall be the percentage set forth under the column “LIBOR Margin”, (ii) Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (iii) the Non-Use Fee Rate shall be the percentage set forth under the column “Non-Use Fee Rate” and (iv) the L/C Fee shall be the percentage set forth under the column “L/C Fee Rate”:

Level	Total Debt to EBITDA Ratio	LIBOR Margin		Base Rate Margin		Non-Use Fee Rate		L/C Fee Rate
I	Greater than or equal to 4.5:1	3.25	%	1.75	%	.375	%	3.25	%
II	Greater than or equal to 4.0:1 but less than 4.5:1	3.00	%	1.50	%	.375	%	3.00	%

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Level	Total Debt to EBITDA Ratio	LIBOR Margin		Base Rate Margin		Non-Use Fee Rate		L/C Fee Rate
III	Greater than or equal to 3.5:1 but less than 4.0:1	2.75	%	1.25	%	.375	%	2.75	%
IV	Less than 3.5:1	2.50	%	1.00	%	.375	%	2.50	%

The LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be adjusted, to the extent applicable, on the fifth (5th) Business Day after the Company provides or is required to provide the annual and quarterly financial statements and other information pursuant Section 10.1.1 or 10.1.2, as applicable, and the related Compliance Certificate, pursuant to Section 10.1.3.  Notwithstanding anything contained in this paragraph to the contrary, (a) if the Company fails to deliver such financial statements and Compliance Certificate in accordance with the provisions of Section 10.1.1, 10.1.2 and 10.1.3, the LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be based upon Level I above beginning on the date such financial statements and Compliance Certificate were required to be delivered until the fifth (5th) Business Day after such financial statements and Compliance Certificate are actually delivered, whereupon the Applicable Margin shall be determined by the then current Level; (b)  no reduction to any Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing; and (c) the initial Applicable Margin on the Closing Date shall be based on Level I until the date on which the financial statements and Compliance Certificate are required to be delivered for the Fiscal Quarter ending June 30, 2004.

Asset Disposition – see Section 11.4(b).

Assignee - see Section 15.6.1.

Assignment Agreement - - see Section 15.6.1.

Attorney Costs means, with respect to any Person, all reasonable fees and charges of any external counsel to such Person, all reasonable disbursements of such counsel and all court costs and similar legal expenses.

Bank Product Agreements means those certain cash management service agreements entered into from time to time between any Loan Party and a Lender or its Affiliates in connection with any of the Bank Products.

Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by the Loan Parties to any Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or

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hereafter arising, and including all such amounts that a Loan Party is obligated to reimburse to the Administrative Agent or any Lender as a result of the Administrative Agent or such Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to the Loan Parties pursuant to the Bank Product Agreements.

Bank Products means any service or facility extended to any Loan Party by any Lender or its Affiliates including:  (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) Hedging Agreements.

Base Rate means at any time the greater of (a) the Federal Funds Rate plus 0.5% and (b) the Prime Rate.

Base Rate Loan means any Loan which bears interest at or by reference to the Base Rate.

Base Rate Margin - see the definition of Applicable Margin.

BSA - see Section 10.4.

Business Day means any day on which LaSalle is open for commercial banking business in Chicago, Illinois and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market.

Capital Expenditures means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of the Company, including expenditures in respect of Capital Leases, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in accordance with GAAP, is accounted for as a capital lease on the balance sheet of such Person.

Capital Securities means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a Trust, interests in other unincorporated organizations or any other equivalent of such ownership interest.

Cash Collateralize means to deliver cash collateral to the Administrative Agent, to be held as cash collateral for outstanding Letters of Credit, outstanding Existing Letters of Credit

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and other Obligations, pursuant to documentation reasonably satisfactory to the Administrative Agent, the Issuing Lender (with respect to Letters of Credit) and LaSalle (with respect to Existing Letters of Credit).  Derivatives of such term have corresponding meanings.

Cash Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody’s Investors Service, Inc., (c) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by any Lender or its holding company (or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000), (d) any repurchase agreement entered into with any Lender (or commercial banking institution of the nature referred to in clause (c)) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other commercial banking institution) thereunder and (e) money market accounts or mutual funds which invest exclusively in assets satisfying the foregoing requirements, and (f) other short term liquid investments approved in writing by the Administrative Agent.

Change of Control means the occurrence of any of the following:  (i) the sale, lease, transfer, conveyance or other disposition (other than in a transaction described in clause (vi) below), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any “person” (as such term is used in subsection 13(d)(3) of the Exchange Act), (ii) the adoption of a plan relating to the liquidation or dissolution of the Company, (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than John V. Holten and/or his Related Parties, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50% of the Voting Stock of the Company (measured by voting power rather than number of shares), (iv) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors, (v) the occurrence of any “Change of Control” as defined in the 9 1/4% Note Documents or any change of control or similar provision in any other Subordinated Debt, the Preferred Stock or any other preferred Capital Stock of the Company, or (vi) the Company consolidates with, or merges with or into, any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which more than thirty percent

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(30%) of the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property.

Closing Date - see Section 12.1.

Code means the Internal Revenue Code of 1986.

Collateral Access Agreement means an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which a mortgagee or lessor of real property on which collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory or other property owned by any Loan Party, acknowledges the Liens of the Administrative Agent and waives any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits the Administrative Agent reasonable access to and use of such real property following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any collateral stored or otherwise located thereon.

Collateral Documents means, collectively, the Guaranty and Collateral Agreement, each Mortgage, each Collateral Access Agreement, each Perfection Certificate, each control agreement and any other agreement or instrument pursuant to which the Company, any Subsidiary or any other Person grants or purports to grant collateral to the Administrative Agent for the benefit of the Lenders or otherwise relates to such collateral.

Commitment means, as to any Lender, such Lender’s commitment to make Loans, and to issue or participate in Letters of Credit and Existing Letters of Credit, under this Agreement.  The initial amount of each Lender’s commitment to make Loans is set forth on Annex A.

Company - see the Preamble.

Compliance Certificate means a Compliance Certificate in substantially the form of Exhibit B.

Computation Period means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.

Consolidated Net Income means, with respect to the Company and its Subsidiaries for any period, the net income (or loss) of the Company and its Subsidiaries for such period, determined in accordance with GAAP.

Contingent Liability means, with respect to any Person, each obligation and liability of such Person and all such obligations and liabilities of such Person incurred pursuant to any agreement, undertaking or arrangement by which such Person:  (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or

6

otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person; (c) undertakes or agrees (whether contingently or otherwise):  (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefore, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property or services from another Person with the purpose or intent of assuring any owner of indebtedness or obligations of such other Person of the ability of such other Person to make payment of such indebtedness or obligations; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss; provided, however, for purposes of calculating compliance with Section 11.13, Contingent Liabilities shall exclude indorsements of instruments for deposit or collection in the ordinary course of business and all Off-Balance Sheet Liabilities of such Person, except for the Adjusted Off-Balance Sheet Liabilities.  The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

Continuing Directors means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the Closing Date or (ii) was nominated for election or elected to such Board of Directors with the approval of (a) a majority of the Continuing Directors who were members of such Board at the time of such nomination or election, or (b) John V. Holten and/or his Related Parties as holder of a majority of the Voting Stock of the Company prior to any other Change of Control.

Controlled Group means all members of a controlled group of corporations, all members of a controlled group of trades or businesses (whether or not incorporated) under common control and all members of an affiliated service group which, together with the Company or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

Debt of any Person means, without duplication, (a) all indebtedness of such Person, for borrowed money, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) all obligations of such Person as lessee under Capital Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (c) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business), (d) all indebtedness secured by a Lien

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on the property of such Person, whether or not such indebtedness shall have been assumed by such Person; provided that if such Person has not assumed or otherwise become liable for such indebtedness, such indebtedness shall be measured at the fair market value of such property securing such indebtedness at the time of determination, (e) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person (including the Letters of Credit and the Existing Letters of Credit), (f) all Hedging Obligations of such Person, (g) all Contingent Liabilities of such Person, (h) any liability of such Person for Earnouts, (i) Off-Balance Sheet Liabilities of such Person, (j) all Debt of any partnership of which such Person is a general partner, and (k) all Disqualified Stock of such Person (provided that other Capital Securities that do not constitute Disqualified Stock shall not constitute Debt, regardless of any changes in GAAP).  Notwithstanding the foregoing, Debt shall not include advances to the Company from customers in connection with Facility Leases and Facility Management Agreements of the Company in the ordinary course of business.

Debt to be Repaid means Debt listed on Schedule 12.1.

Defaulting Lender - see Section 2.2.5.

Defaulted Loan - see Section 2.2.5.

Designated Proceeds - - see Section 6.2.2(a).

Disqualified Stock means any class of Capital Security that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, or otherwise has any distributions or other payments which are mandatory or otherwise required at any time on or prior to the date that is one year after the Termination Date, provided that any payment that is required solely due to a customary change of control provision not more restrictive than the Change of Control default in this Agreement shall not cause such class of Capital Security to be deemed Disqualified Stock.

Dollar and the sign “$” mean lawful money of the United States of America.

Domestic Subsidiary means each present and future Subsidiary of the Company which is not a Foreign Subsidiary.

Earnouts means any payment which may be owing by any Person in connection with any Permitted Acquisition, which payment is contingent upon the earnings or other financial performance of the assets or stock being acquired pursuant to such Permitted Acquisition.

EBITDA means, for any Computation Period, the sum of (A) Consolidated Net Income for such Computation Period, excluding, to the extent reflected in determining such Consolidated

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Net Income:  (i) the income of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries or that Person’s assets are acquired by the Company or any of its Subsidiaries, (ii) the proceeds of any insurance policy, (iii) gains (but not losses) from the sale, exchange, transfer or other disposition of property or assets not in the ordinary course of business of the Company and its Subsidiaries, and related tax effects in accordance with GAAP, (iv) any other extraordinary or non-recurring gains or other gains not from continuing operations of the Company or its Subsidiaries, and related tax effects in accordance with GAAP, (v) the income of any Person (including without limitation any Subsidiary or Joint Venture, but excluding any Wholly Owned Subsidiary) in which any Person other than the Company or any of its Subsidiaries has a joint interest or partnership interest or other ownership interest, to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary or Joint Venture is not at the time permitted by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or Joint Venture, except to the extent of the amount of dividends or other distributions that are actually paid in cash to the Company during such period, (vi) extraordinary non-cash losses and non-recurring non-cash charges, (vii) income taxes, (viii) minority interests, (ix) interest income net of Interest Expense, as defined in accordance with GAAP, (x) depreciation and amortization expense, (xi) restructuring and other special charges of up to $750,000 incurred by the Company in calendar year 2003, (xii) special charges of up to $5,025,000 incurred by the Company in calendar year 2004 as a result of consummating the Related Transactions and entering into and closing under this Agreement, (xiii) any other extraordinary or non-recurring amounts or other amounts received by the Company or any of its Subsidiaries from, or in respect of, any disposition or termination of any Facility Lease or Facility Management Agreement of the Company or its Subsidiaries, provided that, any such amount arising from a single transaction shall only be excluded from Consolidated Net Income if it equals or exceeds $250,000; and (xiv) management fees pursuant to subsection 5.2(l)(2) of the Former Credit Agreement deducted in arriving at Consolidated Net Income, (xv) any non-cash gains or losses under any Hedging Obligation, and (xvi) a non-cash charge of up to $2,700,000 in calendar year 2003 of amounts due to the Company relating to the Company’s operation of the parking facilities at the Bradley International Airport in Hartford, Connecticut, plus (B) EBITDA, as calculated herein, of any Person related to any Permitted Acquisition consummated during such Computation Period, calculated, upon the Administrative Agent’s reasonable consent, as if such Permitted Acquisition had occurred on the first day of the relevant Computation Period.

Environmental Claims means all claims, however asserted, by any governmental, regulatory or judicial authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

Environmental Laws means all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case relating to any matter

9

arising out of or relating to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance.

ERISA means the Employee Retirement Income Security Act of 1974.

Event of Default means any of the events described in Section 13.1.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Excluded Taxes means taxes based upon, or measured by, the Lender’s or Administrative Agent’s (or a branch of the Lender’s or Administrative Agent’s) overall net income, overall net receipts, or overall net profits (including franchise taxes imposed in lieu of such taxes).

Existing Letter of Credit means any letter of credit, as it may be amended or modified from time to time, issued by LaSalle pursuant to the Former Credit Agreement prior to the Closing Date which has not expired or been drawn in full and reimbursed as of the Closing Date.

Facility Leases means agreements for the lease by the Company or any of its Subsidiaries or Joint Ventures of real estate utilized as a vehicle parking facility and/or for ancillary parking and transportation services.

Facility Management Agreement means any agreement (other than the Facility Leases), for the provision by the Company or any of its Subsidiaries or Joint Ventures of services for the management or operation of a vehicle parking facility and/or ancillary parking and transportation services, including without limitation any such agreement designated as a management agreement, parking enforcement agreement, operating agreement or license agreement.

Federal Funds Rate means, for any day, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.  The Administrative Agent’s determination of such rate shall be binding and conclusive absent manifest error.

Fee Letter means the fee letter dated as of May 4, 2004 between the Company, LaSalle (in its capacity as co-lead arranger) and Wells (in its capacity as co-lead arranger).

Fiscal Quarter means a fiscal quarter of a Fiscal Year.

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Fiscal Year means the fiscal year of the Company and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each year.  References to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2003”) refer to the Fiscal Year ending on December 31of such calendar year.

Fixed Charge Coverage Ratio means, for any Computation Period, the ratio of (a) the total for such period of EBITDA minus the sum of income taxes paid or payable in cash by the Loan Parties and all Unfinanced Capital Expenditures to (b) the sum for such Computation Period of (i) cash Interest Expense net of any cash interest income plus (ii) required payments of principal of Funded Debt (excluding the Revolving Loans) plus (iii) any dividends paid by any Loan Party in cash to anyone other than the Company or one of its Wholly-Owned Subsidiaries.  Notwithstanding the foregoing, for purposes of this definition, (x) cash Interest Expense for the Computation Period ending September 30, 2004 shall be equal to actual cash Interest Expense for the Fiscal Quarter then end multiplied by four, and (y) cash Interest Expense for the Computation Period ending December 31, 2004 shall be equal to actual cash Interest Expense for the two Fiscal Quarters period then ended multiplied by two, and (z) cash Interest Expense for the Computation Period ending March 31, 2004 shall be equal to actual cash Interest Expense for the three Fiscal Quarters period then ended multiplied by four-thirds (4/3).

Foreign Subsidiary means any present or future Subsidiary of the Company incorporated or formed in any jurisdiction other than any State or other political subdivision of the United States of America.

Former Credit Agreement means that certain Second Amended and Restated Credit Agreement dated as of August 28, 2003 by and among the Company, LaSalle Bank National Association and the other lenders thereunder, as amended.

Former Loan Documents means the “Loan Documents” as such term is defined in the Former Credit Agreement.

14% Note Documents means the 14% Note Indenture, the 14% Notes and all agreements, instruments and documents executed in connection therewith at any time.

14% Notes means the 14% Senior Subordinated Second Lien Notes issued by the Company in the original aggregate principal amount of $59,295,000 due 2006 issued pursuant to the 14% Note Indenture.

14% Note Indenture means the Indenture among the Company, each of the “Guarantors” named therein and Wilmington Trust Company as trustee thereunder, dated as of January 11, 2002.

FRB means the Board of Governors of the Federal Reserve System or any successor thereto.

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Funded Debt means, as to any Person, all Debt of such Person that matures more than one year from the date of its creation (or is renewable or extendible, at the option of such Person, to a date more than one year from such date).

Funded Default - see Section 2.2.5.

GAAP means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) and the Securities and Exchange Commission, which are applicable to the circumstances as of the date of determination.

Group - see Section 2.2.1.

Guarantor means each present and future Domestic Subsidiary of the Company (other than Atrium Parking, Inc., a Delaware corporation, H&T Investment Group, Inc., an Ohio corporation, and S&J Parking Company, an Illinois corporation), each present and future Joint Venture of the Company (other than any present or future Joint Venture of the Company which is prohibited by its organizational documents from becoming a Guarantor, and which shall be identified on Schedule 1.1 attached hereto), or any other Person executing a Guaranty and Collateral Agreement at any time.

Guaranty and Collateral Agreement means the Guaranty and Collateral Agreement dated as of the date hereof executed and delivered by the Company and each existing, new or future Guarantor, together with any joinders thereto and any other guaranty and collateral agreement executed by the Company and each existing, new or future Guarantor, in each case in form and substance satisfactory to the Administrative Agent.

Hazardous Substances means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any chemicals, materials, pollutant or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous substances”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or release of which is prohibited, limited or regulated by any governmental authority or for which any duty or standard of care is imposed pursuant to, any Environmental Law.

Hedging Agreement means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.

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Hedging Obligation means, with respect to any Person, any liability of such Person under any Hedging Agreement.  The amount of any Person’s obligation in respect of any Hedging Obligation shall be deemed to be the incremental obligation that would be reflected in the financial statements of such Person in accordance with GAAP.

Indemnified Liabilities - - see Section 15.17.

Interest Expense means for any period the consolidated interest expense of the Company and its Subsidiaries for such period (including all imputed interest on Capital Leases).

Interest Period means, as to any LIBOR Loan, the period commencing on the date such Loan is borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one, two, three or six months thereafter as selected by the Company pursuant to Section 2.2.2 or 2.2.3, as the case may be; provided that:

(a)if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

(b)any Interest Period that begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)the Company may not select any Interest Period for a Revolving Loan which would extend beyond the scheduled Termination Date.

Inventory is defined in the Guaranty and Collateral Agreement.

Investment means, with respect to any Person, any investment in another Person, whether by acquisition of any debt or Capital Security, by making any loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of such other Person (other than travel and similar advances to employees in the ordinary course of business) or by making an Acquisition.

IPO means the underwritten public offering of shares of the Company’s common stock pursuant to a registration statement on Form S-1 which has been declared effective by the SEC.

Issuing Lender means Wells Fargo Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, or any Affiliate of Wells Fargo Bank, N.A. that may from time to time issue Letters of Credit, and their successors and assigns in such capacity.

Joint Venture means any corporation, limited or general partnership, limited liability company, association, trust or other business entity of which the Company or one or more of its

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Subsidiaries owns beneficially at least 25% but less than 100% of the Capital Securities of such Person.

LaSalle - see the Preamble.

L/C Application means, with respect to any request for the issuance of a Letter of Credit, a letter of credit application in the form being used by the Issuing Lender at the time of such request for the type of letter of credit requested.

L/C Fee Rate - see the definition of Applicable Margin.

Lender - see the Preamble.  References to the “Lenders” shall include the Issuing Lender; for purposes of clarification only, to the extent that Wells Fargo Bank, N.A. (or any successor Issuing Lender) may have any rights or obligations in addition to those of the other Lenders due to its status as Issuing Lender, its status as such will be specifically referenced.  In addition to the foregoing, for the purpose of identifying the Persons entitled to share in the Collateral and the proceeds thereof under, and in accordance with the provisions of, this Agreement and the Collateral Documents, the term “Lender” shall include Affiliates of a Lender providing a Bank Product.

Lender Party - see Section 15.17.

Letter of Credit - see Section 2.1.2.

LIBOR Loan means any Loan which bears interest at a rate determined by reference to the LIBOR Rate.

LIBOR Margin - see the definition of Applicable Margin.

LIBOR Office means with respect to any Lender the office or offices of such Lender which shall be making or maintaining the LIBOR Loans of such Lender hereunder.  A LIBOR Office of any Lender may be, at the option of such Lender, either a domestic or foreign office.

LIBOR Rate means a rate of interest equal to (a) the per annum rate of interest at which United States dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan and for a period equal to the relevant Interest Period are offered in the London Interbank Eurodollar market at 11:00 A.M. (London time) two (2) Business Days prior to the commencement of such Interest Period (or three (3) Business Days prior to the commencement of such Interest Period if banks in London, England were not open and dealing in offshore United States dollars on such second preceding Business Day), as displayed in the Bloomberg Financial Markets system (or other authoritative source selected by the Administrative Agent in its sole discretion) or, if the Bloomberg Financial Markets system or another authoritative source is not available, as the LIBOR Rate is otherwise determined by the Administrative Agent in its sole and absolute discretion, divided by (b) a number determined by subtracting from 1.00 the

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then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D), such rate to remain fixed for such Interest Period.  The Administrative Agent’s determination of the LIBOR Rate shall be conclusive, absent manifest error.

Lien means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

Loan Documents means this Agreement, the Notes, the Letters of Credit, the Existing Letters of Credit, the Master Letter of Credit Agreement, the L/C Applications, the Fee Letter, the Collateral Documents, any Subordination Agreements and all documents, instruments and agreements delivered in connection with the foregoing.

Loan Party means the Company and each Subsidiary.

Loan or Loans means, as the context may require, Revolving Loans, and/or Swing Line Loans.

Mandatory Repayment Event - - see Section 6.2.2(a).

Margin Stock means any “margin stock” as defined in Regulation U.

Master Letter of Credit Agreement means, at any time, with respect to the issuance of Letters of Credit and Existing Letters of Credit, a master letter of credit agreement or reimbursement agreement in the form, if any, being used by the Issuing Lender (with respect to Letters of Credit) and LaSalle (with respect to Existing Letters of Credit) at such time.

Material Adverse Effect means (i) a material adverse effect on the property, business, operations, financial condition, liabilities, prospects or capitalization of the Company and its Subsidiaries, taken as a whole, (ii) a material adverse effect on the ability of the Loan Parties to perform their collective obligations under the Loan Documents taken as a whole, or (iii) a material adverse effect on the rights and remedies of the Administrative Agent, the Issuing Lender or the Lenders under the Loan Documents.

Minority Shareholders means, collectively, the Carol R. Warshauer GST Exempt Trust, Waverly Partners, L.P., and SP Associates.

Minority Shareholder Redemption and Note Assumption means (a) the purchase by the Company from the Minority Shareholders of all shares of the Company’s common stock held by

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the Minority Shareholders for a purchase price of approximately $11,000,000, of which up to $6,340,000 shall be paid in cash and $5,000,000 shall be paid by the delivery of the Company’s promissory note; (b) the immediate assumption of the Company’s obligations under such promissory note by Steamboat Industries LLC and concurrent release of the Company from such obligation; and (c) the purchase by the Company from Myron C. Warshauer and cancellation of all options to purchase shares of common stock of the Company for a purchase price of $300,000.

Mortgage means a mortgage, deed of trust, leasehold mortgage or similar instrument granting the Administrative Agent a Lien on real property of any Loan Party.

Multiemployer Pension Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any other member of the Controlled Group may have any liability.

Net Capital Expenditures shall mean Capital Expenditures, exclusive of (i) any such Capital Expenditures financed on a non-recourse basis (i.e., on customary non-recourse terms and with recourse solely to the asset being financed with such non-recourse debt) by third parties which are not Affiliates of the Company, and (ii) Capital Expenditures which are incurred to complete a Permitted Acquisition.

Net Cash Proceeds means:

(d)with respect to any Asset Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Loan Party pursuant to such Asset Disposition net of (i) the direct costs relating to such sale, transfer or other disposition (including sales commissions and legal, accounting and investment banking fees), (ii) taxes paid or reasonably estimated by the Company to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (iii) amounts required to be applied to the repayment of any Debt secured by a Lien on the asset subject to such Asset Disposition (other than the Loans);

(e)with respect to any issuance of Capital Securities, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net of the direct costs relating to such issuance (including sales and underwriters’ commissions and legal, accounting and investment banking fees); and

(f)with respect to any issuance of Debt, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net of the direct costs of such issuance (including up-front, underwriters’ and placement fees, closing and commitment fees, and legal, accounting and investment banking fees).

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9 ¼% Note Indenture means that certain Indenture dated March 30, 1998, by and among the Company, “Subsidiary Guarantors” (as named therein), and U.S. Bank (as successor to State Street Bank and Trust Company) as trustee thereunder.

9 1/4% Notes” shall mean the 9 1/4% Senior Subordinated Notes issued by the Company in the original aggregate principal amount of $140,000,000 due 2008 issued pursuant to the 9-1/4% Note Indenture.

9 1/4% Note Documents means the 9-1/4% Note Indenture, the 9 1/4% Notes and all agreements, instruments and documents executed in connection therewith at any time.

Non-U.S. Participant - - see Section 7.6(d).

Non-Use Fee Rate - see the definition of Applicable Margin.

Note means a promissory note substantially in the form of Exhibit A.

Notice of Borrowing - - see Section 2.2.2.

Notice of Conversion/Continuation - - see Section 2.2.3.

Obligations means all obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement and any other Loan Document including Attorney Costs and any reimbursement obligations of each Loan Party in respect of Letters of Credit, Existing Letters of Credit and surety bonds, all Hedging Obligations permitted hereunder which are owed to any Lender or its Affiliate, and all Bank Products Obligations, all in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

OFAC - see Section 10.4.

Off-Balance Sheet Liabilities of a Person means, without duplication, (a) Receivables Facility Attributed Indebtedness and any repurchase obligation or liability of such Person or any of its Subsidiaries with respect to Accounts or notes receivable sold by such Person or any of its Subsidiaries (calculated to include the unrecovered investment of purchasers or transferees of Accounts or any other obligation of such Person or such transferor to purchasers/transferees of interests in Accounts or notes receivable or the agent for such purchasers/transferees), (b) any liability of such Person or any of its Subsidiaries under any sale and leaseback transactions which do not create a liability on the consolidated balance sheet of such Person, (c) any liability of such Person or any of its Subsidiaries under any financing lease or so-called “synthetic” lease transaction, or (d) any obligations of such Person or any of its Subsidiaries arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person and its Subsidiaries.

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Operating Lease means any lease of (or other agreement conveying the right to use) any real or personal property by any Loan Party, as lessee, other than any Capital Lease.

Ordinary Course Capital Lease means a Capital Lease of equipment or motor vehicles entered into by the Company or its Subsidiaries or Joint Ventures in the ordinary course of business in connection with performing its obligations under a Facility Management Agreement or a Facility Lease.

Ordinary Course Equipment Lease means an Operating Lease of equipment or motor vehicles entered into by the Company or its Subsidiaries or Joint Ventures in the ordinary course of business in connection with performing its obligations under a Facility Management Agreement or a Facility Lease.

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

Ordinary Course Lease Termination Payments means payments of liquidated damages or accelerated rentals or similar amounts which are paid under the terms of an Ordinary Course Equipment Lease, Ordinary Course Capital Lease, Facility Management Agreement or Facility Lease pursuant to an Ordinary Course Lease Termination thereof at or prior to expiration of the then-applicable respective terms thereunder.

PBGC means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

Participant - see Section 15.6.2.

Pension Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA or the minimum funding standards of ERISA (other than a Multiemployer Pension Plan), and as to which the Company or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Perfection Certificate means a perfection certificate executed and delivered to the Administrative Agent by a Loan Party.

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Permitted Acquisition means an Acquisition by the Company or a Guarantor which meets the requirements set forth in Section 11.4 of this Agreement.

Permitted Lien means a Lien expressly permitted hereunder pursuant to Section 11.2.

Person means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

Preferred Stock means the Series C Preferred Stock and the Series D Preferred Stock.

Preferred Stock Documents means all of the agreements, documents and instruments relating in any way to the Preferred Stock.

Prime Rate means, for any day, the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its prime rate (whether or not such rate is actually charged by the Administrative Agent), which is not intended to be the Administrative Agent’s lowest or most favorable rate of interest at any one time.  Any change in the Prime Rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change; provided that the Administrative Agent shall not be obligated to give notice of any change in the Prime Rate.

Principals means (i) John V. Holten, Holberg Industries, Inc., a Delaware corporation, AP Holdings, Inc., a Delaware corporation, Steamboat Industries LLC, a New York limited liability company and Steamboat Industries N.V., a corporation organized pursuant to the laws of The Netherlands Antilles, (ii) the Related Parties of all the Persons described in the foregoing clause (i), and (c) the Affiliates of all the Persons described in the foregoing clauses (i) and (ii).

Pro Rata Share means:

(g)with respect to a Lender’s obligation to make Revolving Loans, participate in Letters of Credit and Existing Letters of Credit, reimburse the Issuing Lender (with respect to Letters of Credit) and LaSalle (with respect to Existing Letters of Credit), and receive payments of principal, interest, fees, costs, and expenses with respect thereto, (x) prior to the Revolving Commitment being terminated or reduced to zero, the percentage obtained by dividing (i) such Lender’s Revolving Commitment, by (ii) the aggregate Revolving Commitment of all Lenders and (y) from and after the time the Revolving Commitment has been terminated or reduced to zero, the percentage obtained by dividing (i) the aggregate unpaid principal amount of such Lender’s Revolving Outstandings (after settlement and repayment of all Swing Line Loans by the Lenders) by (ii) the aggregate unpaid principal amount of all Revolving Outstandings;

(h)with respect to all other matters as to a particular Lender, the percentage obtained by dividing (i) such Lender’s Revolving Commitment by (ii) the aggregate amount of Revolving Commitment of all Lenders; provided that in the event the Commitments have been terminated

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or reduced to zero, Pro Rata Share shall be the percentage obtained by dividing (A) the principal amount of such Lender’s Revolving Outstandings (after settlement and repayment of all Swing Line Loans by the Lenders) by (B) the principal amount of all outstanding Revolving Outstandings.

Receivables Facility Attributed Indebtedness means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

Refunded Swing Line Loan - - see Section 2.2.4(c).

Regulation D means Regulation D of the FRB.

Regulation U means Regulation U of the FRB.

Related Agreements means the agreements, instruments and documents pursuant to which the Related Transactions shall be consummated.

Related Party with respect to any Person means (a) any controlling stockholder, 80% (or more) owned Subsidiary, or spouse or immediate family member (in the case of an individual) of such Person, or (b) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of such Person and/or such other Persons referred to in the immediately preceding clause (a).

Related Transactions means the consummation of the following transactions:  (a) issuance of 4,500,000 or more shares by the Company pursuant to closing of the IPO;  (b) closing of the Series C Preferred Transaction and the concurrent contribution of all other outstanding shares of Series C Preferred Stock to the capital of the Company and retirement thereof; (c) closing of the Minority Shareholder Redemption and Note Assumption; (d) all outstanding shares of Series D Preferred Stock shall have been contributed to the capital of the Company and retired, other than 10 shares which shall be held of record by Fiducia Ltd. or one or more Principals, and one share of which shall be pledged by Fiducia Ltd. to a creditor bank; (e) all outstanding options, warrants and similar rights to purchase shares of Series D Preferred Stock shall have been exchanged for options, warrants or similar rights to purchase shares of common stock of the Company and no options, warrants or other rights to purchase any shares of Preferred Stock shall remain outstanding; (f) the Company shall have irrevocably tendered a purchase price of no more than $62,300,000 (plus the accreted value from and after April 1, 2004) to the trustee of the 14% Notes for the redemption, and/or purchase and retirement, of all of the outstanding 14% Notes, and the trustee shall have issued a payoff letter to the Company stating that upon the redemption or purchase of all of the outstanding 14% Notes, the trustee shall release all of its Liens on the assets of the Company that secure the 14% Notes; and (g)

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repayment in full of all obligations of the Loan Parties to the lenders under the Former Credit Agreement and the other Former Loan Documents.

Replacement Lender - see Section 8.7(b).

Reportable Event means a reportable event as defined in Section 4043 of ERISA and the regulations issued thereunder as to which the PBGC has not waived the notification requirement of Section 4043(a), or the failure of a Pension Plan to meet the minimum funding standards of Section 412 of the Code (without regard to whether the Pension Plan is a plan described in Section 4021(a)(2) of ERISA) or under Section 302 of ERISA.

Required Lenders means, at any time, Lenders whose Pro Rata Shares equal or exceed 66²/₃% as determined pursuant to clause (d) of the definition of “Pro Rata Share”.

Revolving Commitment means $90,000,000, as increased or reduced from time to time pursuant to Section 6.1.

Revolving Loan - see Section 2.1.1.

Revolving Loan Availability means, at any time, the Revolving Commitment less the sum of Revolving Outstandings plus Swingline Loans.

Revolving Outstandings means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans, plus (b) the Stated Amount of all Letters of Credit and Existing Letters of Credit.

SEC means the Securities and Exchange Commission or any other governmental authority succeeding to any of the principal functions thereof.

Senior Debt means all Total Debt of the Company and its Subsidiaries other than Subordinated Debt.

Senior Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Senior Debt outstanding as of such day to (b) EBITDA for the Computation Period ending on such day.

Senior Officer means, with respect to any Loan Party, any of the chief executive officer, the chief financial officer, the chief operating officer or the treasurer of such Loan Party.

Series C Preferred Transaction means the exchange by the Company of shares of its common stock for all of the outstanding shares of Series C Preferred Stock which are held by Steamboat Industries LLC, and the concurrent retirement of such shares of Series C Preferred Stock.

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Series C Preferred Stock means the Series C preferred stock of the Company.

Series D Preferred Stock means the Series D preferred stock of the Company.

Stated Amount means, with respect to any Letter of Credit at any date of determination, (a) the maximum aggregate amount available for drawing thereunder under any and all circumstances plus (b) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit.

Subordinated Debt means, for any Person, any Indebtedness of such Person which is fully subordinated to all Indebtedness of such Person owing to the Administrative Agent and the Lenders, by written agreements and documents in form and substance satisfactory to the Required Lenders and which is governed by terms and provisions, including without limitation maturities, covenants, defaults, rates and fees, acceptable to the Agent and the Required Lenders, and shall include, without limitation, all Indebtedness owing pursuant to the 9 1/4% Notes.

Subordinated Debt Documents means the 9 1/4% Note Documents and any other agreement or document evidencing or relating to any Subordinated Debt, in each case, as the same may be amended, restated, modified or supplemented and in effect from time to time as permitted by the terms hereof.

Subsidiary means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding Capital Securities as have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity.  Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of the Company.

Swing Line Availability means the lesser of (a) the Swing Line Commitment Amount and (b) Revolving Loan Availability at such time.

Swing Line Commitment Amount means $5,000,000, as reduced from time to time pursuant to Section 6.1, which commitment constitutes a subfacility of the Revolving Commitment of the Swing Line Lender.

Swing Line Lender means LaSalle.

Swing Line Loan - see Section 2.2.4.

Syndication Agent means Wells in its capacity as syndication agent for the Lenders hereunder and any successor thereto in such capacity.

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Taxes means any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings, and any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing, but excluding Excluded Taxes.

Termination Date means the earlier to occur of (a) June 2, 2007 or (b) such other date on which the Commitments terminate pursuant to Section 6 or 13.

Termination Event means, with respect to a Pension Plan that is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of Company or any other member of the Controlled Group from such Pension Plan during a plan year in which Company or any other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of such Pension Plan, the filing of a notice of intent to terminate the Pension Plan or the treatment of an amendment of such Pension Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Pension Plan or (e) any event or condition that might constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Pension Plan.

Total Assets shall mean, at any time, the consolidated assets of the Company and its Subsidiaries, determined in accordance with GAAP.

Total Debt means all Debt of the Company and its Subsidiaries, determined on a consolidated basis, excluding (a) contingent obligations in respect of Contingent Liabilities (except to the extent constituting Contingent Liabilities in respect of Debt of a Person other than any Loan Party and except for any Contingent Liabilities in respect of Disqualified Stock of the Company or any of its Subsidiaries), (b) Hedging Obligations, (c) obligations to pay Earnouts, (d) Off-Balance Sheet Liabilities (including without limitation, the D&E, Central Parking-Chicago and Pacific Rim payment obligations identified on Schedule 11.1), (e) Debt of the Company to Subsidiaries and Debt of Subsidiaries to the Company or to other Subsidiaries, (f) the deferred compensation obligations to Myron Warshauer and Sidney Warshauer on Schedule 11.1, and (g) amounts recorded as “carrying value in excess of principal due to recapitalization” with respect to the 9 ¼% Notes consistent with historical financial statements.

Total Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt outstanding as of such day to (b) EBITDA for the Computation Period ending on such day.

Total Plan Liability means, at any time, the present value of all vested and unvested accrued benefits under all Pension Plans, determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

type - see Section 2.2.1.

UCC is defined in the Guaranty and Collateral Agreement.

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Unfinanced Capital Expenditures means Capital Expenditures which are incurred and not financed with Funded Debt (other than Obligations), and Capital Expenditures which are incurred to complete a Permitted Acquisition.

Unfunded Liability means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Pension Plans exceeds the fair market value of all assets allocable to those benefits, all determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

Unmatured Event of Default means any event that, if it continues uncured, will, with lapse of time or notice or both, constitute an Event of Default.

Voting Stock means any class of Capital Securities, the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reasoning of the happening of a contingency.

Withholding Certificate - - see Section 7.6(d).

Wholly-Owned Subsidiary means, as to any Person, a Subsidiary all of the Capital Securities of which (except directors’ qualifying Capital Securities) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.

1.2Other Interpretive Provisions.  (a)  The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)Section, Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c)The term “including” is not limiting and means “including without limitation.”

(d)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

(e)Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

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(f)This Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

(g)This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Administrative Agent, the Company, the Lenders and the other parties thereto and are the products of all parties.  Accordingly, they shall not be construed against the Administrative Agent the Issuing Lender or the Lenders merely because of the Administrative Agent’s or Lenders’ involvement in their preparation.

SECTION 2COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES.

2.1Commitments.  On and subject to the terms and conditions of this Agreement, each of the Lenders, severally and for itself alone, agrees to make loans to, and to issue or participate in letters of credit for the account of, the Company as follows:

2.1.1Revolving Commitment.  Each Lender with a Revolving Commitment agrees to make loans on a revolving basis (“Revolving Loans”) from time to time until the Termination Date in such Lender’s Pro Rata Share of such aggregate amounts as the Company may request from all Lenders; provided that the Revolving Outstandings will not at any time exceed an amount equal to the Revolving Commitment less the amount of any Swing Line Loans outstanding at such time.

2.1.2L/C Commitment.  Subject to Section 2.3.1, the Issuing Lender agrees to issue letters of credit, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, a “Letter of Credit”), at the request of and for the account of the Company from time to time before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each Letter of Credit or Existing Letter of Credit; provided that (a) the aggregate Stated Amount of all Letters of Credit and Existing Letters of Credit shall not at any time exceed $30,000,000 and (b) the Revolving Outstandings shall not at any time exceed an amount equal to the Revolving Commitment less the amount of any Swing Line Loans outstanding at such time.

2.2Loan Procedures.

2.2.1Various Types of Loans.  Each Revolving Loan shall be either a Base Rate Loan or a LIBOR Loan (each a “type” of Loan), as the Company shall specify in the related notice of borrowing or conversion pursuant to Section 2.2.2 or 2.2.3.  LIBOR Loans having the same Interest Period which expire on the same day are sometimes called a “Group” or collectively “Groups”.  Base Rate Loans and LIBOR Loans may be outstanding at the same time, provided that not more than five (5) different Groups of LIBOR Loans shall be outstanding at any one time.  All borrowings, conversions and repayments of Revolving Loans shall be effected so that

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each Lender will have a ratable share (according to its Pro Rata Share) of all types and Groups of Loans.

2.2.2Borrowing Procedures.  The Company shall give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit D or telephonic notice (followed immediately by a Notice of Borrowing) to the Administrative Agent of each proposed borrowing not later than (a) in the case of a Base Rate borrowing, Noon, Chicago time, on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, Noon, Chicago time, at least three Business Days prior to the proposed date of such borrowing.  Each such notice shall be effective upon receipt by the Administrative Agent, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefore.  Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof.  Not later than 2:00 P.M., Chicago time, on the date of a proposed borrowing, each Lender shall provide the Administrative Agent at the office specified by the Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such borrowing and, so long as the Administrative Agent has not received written notice that the conditions precedent set forth in Section 12 with respect to such borrowing have not been satisfied, the Administrative Agent shall pay over the funds received by the Administrative Agent to the Company on the requested borrowing date.  Each borrowing shall be on a Business Day.  Each Base Rate borrowing shall be in an aggregate amount of at least $250,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $2,000,000 and an integral multiple of at least $500,000.

2.2.3Conversion and Continuation Procedures.  (a)  Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:

(A)elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $2,000,000 a higher integral multiple of $500,000) into Loans of the other type; or

(B)elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $2,000,000 or a higher integral multiple of $500,000) for a new Interest Period;

provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $ 2,000,000 and an integral multiple of $500,000.

(b)The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each

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proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, Noon, Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, Noon, Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case:

(A)the proposed date of conversion or continuation;

(B)the aggregate amount of Loans to be converted or continued;

(C)the type of Loans resulting from the proposed conversion or continuation; and

(D)in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefore.

(c)If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period.

(d)The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion.

(e)Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefore shall be subject to Section 8.4.

2.2.4Swing Line Facility.

(a)The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing.  Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion upon the Company’s request, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstandings and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment.  The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice.  The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability.  Until the Termination Date, the Company may from time to time borrow, repay and reborrow under this Section 2.2.4.  Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Company to the Administrative Agent in accordance with

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Section 2.2.2.  Any such notice must be given no later than 2:00 P.M., Chicago time, on the Business Day of the proposed Swing Line Loan.  Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d).   Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan.  The Company shall repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefore by the Administrative Agent.

(b)The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner paid in full.

(c)The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given.  Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago time, on such date).  The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan.

(d)If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan.  Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest.

(e)Each Lender’s obligation to make Revolving Loans in accordance with Section 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the

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occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 P.M., Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noon, Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect.

2.2.5Defaulting Lenders.  Anything contained herein to the contrary notwithstanding, in the event that any Lender, at the direction or request of any regulatory agency or authority, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its portion of any unreimbursed payment under Section 2.2.2 (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters the granting of any amendments, consents or waivers) with respect to any of the Loan Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary repayment of the Revolving Loans shall, if the Company so directors at the time of making such voluntary repayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Outstandings of such Defaulting Lender were zero, and (ii) except as otherwise expressly provided herein, any mandatory repayment of the Revolving Loans shall, if the Company so directors at the time of making such mandatory repayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that the Company shall be entitled to retain any portion of any mandatory repayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the undrawn amount of outstanding Letters of Credit shall be excluded for purposes of calculating the non-use fee under Section 5.1 hereof in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any such non-use fee pursuant to Section 5.1 with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the total utilization of Revolving Commitments as of any date of determination shall be calculated as if such Defaulting Lender

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had funded all Defaulted Loans of such Defaulting Lender.  No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.2.5, performance by the Company of its obligations hereunder and under the other Loan Documents shall not be excused or otherwise modified as a result of any Funding Default under this Section 2.2.5.  The rights and remedies against a Defaulting Lender under this Section 2.2.5 are in addition to other rights and remedies which the Company, the Administrative Agent and the other Lenders may have against such Defaulting Lender with respect to any Funding Default.

2.3Letter of Credit Procedures.

2.3.1L/C Applications.  The Company shall execute and deliver to the Issuing Lender the Master Letter of Credit Agreement from time to time in effect.  The Company shall give notice to the Administrative Agent and the Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and the Issuing Lender shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of Credit.  Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the Administrative Agent and the Issuing Lender, together with such other documentation as the Administrative Agent or the Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized)) and whether such Letter of Credit is to be transferable in whole or in part.  Any Letter of Credit or Existing Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender or LaSalle shall be the sole responsibility of the Issuing Lender or LaSalle, as applicable.  So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date.  The Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder.  In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

2.3.2Participations in Letters of Credit and Existing Letters of Credit.  Concurrently with the issuance of each Letter of Credit, and upon the Closing Date with respect to each Existing Letter of Credit, the Issuing Lender and LaSalle shall be deemed to have sold and transferred to each Lender with a Revolving Commitment, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender and LaSalle, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit and each Existing Letter of Credit and

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the Company’s reimbursement obligations with respect thereto.  If the Company does not pay any reimbursement obligation when due, the Company shall be deemed to have immediately requested that the Lenders make a Revolving Loan which is a Base Rate Loan in a principal amount equal to such reimbursement obligations.  The Administrative Agent shall promptly notify such Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2, 12.2 or otherwise each Lender shall make available to the Administrative Agent its Pro Rata Share of such Loan.  The proceeds of such Loan shall be paid over by the Administrative Agent to the Issuing Lender or LaSalle, as applicable, for the account of the Company in satisfaction of such reimbursement obligations.  For the purposes of this Agreement, the unparticipated portion of each Letter of Credit or Existing Letter of Credit shall be deemed to be the Issuing Lender’s or LaSalle’s, respectively, “participation” therein.  The Issuing Lender and LaSalle each hereby agree, upon request of the Administrative Agent or any Lender, to deliver to the Administrative Agent or such Lender a list of all outstanding Letters of Credit issued by the Issuing Lender and Existing Letters of Credit issued by LaSalle, together with such information related thereto as the Administrative Agent or such Lender may reasonably request.

2.3.3Reimbursement Obligations.  (a)  The Company hereby unconditionally and irrevocably agrees to reimburse (i) the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit, and (ii) LaSalle for each payment or disbursement made by LaSalle under any Existing Letter of Credit, honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made.  Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender or LaSalle, as applicable, is reimbursed by the Company therefore, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender or LaSalle, as applicable, of such payment or disbursement, 2% per annum (meaning a year of 360 days and actual days elapsed).  The Issuing Lender or LaSalle, as applicable, shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit or Existing Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender or LaSalle, as applicable, to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender, LaSalle or the Lenders in any manner whatsoever.

(b)The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit or Existing Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit or an Existing Letter of Credit, any transferee of any Letter of Credit or Existing Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, LaSalle or any Lender or any other Person, whether in connection with any Letter of Credit, Existing Letter of Credit,

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this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit or Existing Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender or LaSalle, as applicable, has determined complies on its face with the terms of the applicable Letter of Credit or Existing Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof.  Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender, or LaSalle in its capacity as the issuer of the Existing Letters of Credit) under or in connection with any Letter of Credit or Existing Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person, except for the Issuing Lender’s or LaSalle’s (in its capacity as the issuer of the Existing Letters of Credit), as applicable, gross negligence or willful misconduct.

2.3.4Funding by Lenders to Issuing Lender and LaSalle.  If the Issuing Lender makes any payment or disbursement under any Letter of Credit, or LaSalle makes any payment or disbursement under any Existing Letter of Credit, and (a) the Company has not reimbursed the Issuing Lender or LaSalle, as applicable, in full for such payment or disbursement by Noon, Chicago time, on the date of such payment or disbursement, (b) a Revolving Loan may not be made in accordance with Section 2.3.2 or (c) any reimbursement received by the Issuing Lender or LaSalle from the Company is or must be returned or rescinded upon or during any bankruptcy or reorganization of the Company or otherwise, each other Lender with a Revolving Commitment shall be obligated to pay to the Administrative Agent for the account of the Issuing Lender or LaSalle, as applicable, in full or partial payment of the purchase price of its participation in such Letter of Credit or Existing Letter of Credit, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the obligations of the Company under Section 2.3.3), and, upon notice from the Issuing Lender or LaSalle, the Administrative Agent shall promptly notify each other Lender thereof.  Each other Lender irrevocably and unconditionally agrees to so pay to the Administrative Agent in immediately available funds for the Issuing Lender’s or LaSalle’s account, as applicable, the amount of such other Lender’s Pro Rata Share of such payment or disbursement.  If and to the extent any Lender shall not have made such amount available to the Administrative Agent by 2:00 P.M., Chicago time, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noon, Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Issuing Lender’s or LaSalle’s account, as applicable, forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in

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effect.  Any Lender’s failure to make available to the Administrative Agent its Pro Rata Share of any such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender’s Pro Rata Share of such payment, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent such other Lender’s Pro Rata Share of any such payment or disbursement.

2.4Commitments Several.  The failure of any Lender to make a requested Loan on any date shall not relieve any other Lender of its obligation (if any) to make a Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender.

2.5Certain Conditions.  Except as otherwise provided in Sections 2.2.4, 2.3.2 and 2.3.4 of this Agreement, no Lender shall have an obligation to make any Loan, or to permit the continuation of or any conversion into any LIBOR Loan, and the Issuing Lender shall not have any obligation to issue any Letter of Credit, if an Event of Default or Unmatured Event of Default exists.

SECTION 3EVIDENCING OF LOANS.

3.1Notes.  The Loans of each Lender shall be evidenced by a Note, with appropriate insertions, payable to the order of such Lender in a face principal amount equal to the sum of such Lender’s Revolving Commitment.

3.2Recordkeeping.  The Administrative Agent, on behalf of each Lender, shall record in its records, the date and amount of each Loan made by each Lender, each repayment or conversion thereof and, in the case of each LIBOR Loan, the dates on which each Interest Period for such Loan shall begin and end.  The aggregate unpaid principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of the Loans owing and unpaid.  The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of the Company hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all interest accruing thereon.

SECTION 4INTEREST.

4.1Interest Rates.  The Company promises to pay interest on the unpaid principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full as follows:

(a)at all times while such Loan is a Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect; and

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(b)at all times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum of the LIBOR Rate applicable to each Interest Period for such Loan plus the LIBOR Margin from time to time in effect;

provided that at any time an Event of Default exists, unless the Required Lenders otherwise consent, the interest rate applicable to each Loan shall be increased by 2% per annum (and, in the case of Obligations not bearing interest, such Obligations shall bear interest at the Base Rate applicable to Revolving Loans plus 2% per annum), provided further that such increase may thereafter be rescinded by the Required Lenders, notwithstanding Section 15.1.  Notwithstanding the foregoing, upon the occurrence of an Event of Default under Section 13.1.1 or 13.1.4, such increase shall occur automatically.

4.2Interest Payment Dates.  Accrued interest on each Base Rate Loan shall be payable in arrears on the last day of each calendar quarter and at maturity.  Accrued interest on each LIBOR Loan shall be payable on the last day of each Interest Period relating to such Loan (and, in the case of a LIBOR Loan with an Interest Period in excess of three months, on the three-month anniversary of the first day of such Interest Period), upon a prepayment of such Loan, and at maturity.  After maturity, and at any time an Event of Default exists, accrued interest on all Loans shall be payable on demand.

4.3Setting and Notice of LIBOR Rates.  The applicable LIBOR Rate for each Interest Period shall be determined by the Administrative Agent, and notice thereof shall be given by the Administrative Agent promptly to the Company and each Lender.  Each determination of the applicable LIBOR Rate by the Administrative Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error.  The Administrative Agent shall, upon written request of the Company or any Lender, deliver to the Company or such Lender a statement showing the computations used by the Administrative Agent in determining any applicable LIBOR Rate hereunder.

4.4Computation of Interest.  Interest shall be computed for the actual number of days elapsed on the basis of a year of 360 days.  The applicable interest rate for each Base Rate Loan shall change simultaneously with each change in the Base Rate.

SECTION 5FEES.

5.1Non-Use Fee.  The Company agrees to pay to the Administrative Agent for the account of each Lender a non-use fee, for the period from the Closing Date to the Termination Date, at the Non-Use Fee Rate in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the unused amount of the Revolving Commitment.  For purposes of calculating usage under this Section, the Revolving Commitment shall be deemed used to the extent of Revolving Outstandings.  Such non-use fee shall be payable in arrears on the last day of each calendar quarter and on the Termination Date for any period then ending for which such

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non-use fee shall not have previously been paid.  The non-use fee shall be computed for the actual number of days elapsed on the basis of a year of 360 days.

5.2Letter of Credit Fees.  (a)   The Company agrees to pay to the Administrative Agent for the account of each Lender a letter of credit fee for each Letter of Credit and Existing Letter of Credit equal to the L/C Fee Rate in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the undrawn amount of such Letter of Credit or Existing Letter of Credit, as applicable (computed for the actual number of days elapsed on the basis of a year of 360 days); provided that, unless the Required Lenders otherwise consent, the rate applicable to each Letter of Credit and each Existing Letter of Credit shall be increased by 2% per annum at any time that an Event of Default exists.  Such letter of credit fee shall be payable in arrears on the last day of each calendar quarter and on the Termination Date (or such later date on which such Letter of Credit or Existing Letter of Credit expires or is terminated) for the period from the date of the issuance of each Letter of Credit (or the last day on which the letter of credit fee was paid with respect thereto), and from the Closing Date with respect to the Existing Letters of Credit, to the date such payment is due or, if earlier, the date on which such Letter of Credit or Existing Letter of Credit expired or was terminated.

(b)In addition, (i) with respect to each Letter of Credit, the Company agrees to pay to the Issuing Lender, for its own account, (a) such fees and expenses as the Issuing Lender customarily requires in connection with the issuance, negotiation, processing and/or administration of letters of credit in similar situations and (b) a letter of credit fronting fee in the amount and at the times agreed to by the Company in the Fee Letter, and (ii) with respect to each Existing Letter of Credit, the Company agrees to pay to LaSalle, for its own account, such fees and expenses as LaSalle customarily requires in connection with the processing and/or administration of letters of credit in similar situations.

5.3Administrative Agent’s Fees.  The Company agrees to pay to the Administrative Agent such agent’s fees as are mutually agreed to from time to time by the Company and the Administrative Agent including the fees set forth in the Fee Letter.

SECTION 6INCREASE, REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.

6.1Increase, Reduction or Termination of the Revolving Commitment.

6.1.1Increase of the Revolving Commitment.  From time to time after the Closing Date and prior to the Termination Date, the Company may, at its option, with the approval of LaSalle and Wells, and subject to the following conditions, request to increase the aggregate Revolving Commitment by up to an additional $15,000,000.  In addition to the approval of LaSalle and Wells, any such increase shall be conditioned upon each of the following:

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(a)The Company shall have obtained a commitment to participate as an additional Lender hereunder from a financial institution which is reasonably acceptable to the Administrative Agent and the Required Lenders, which commitment shall be in writing and be in a minimum amount of $5,000,000 or an integral multiple thereof;

(b)Such proposed additional Lender shall have executed an amendment to this Agreement in form and substance satisfactory to the Administrative Agent and the Required Lenders pursuant to which such additional Lender shall become a Lender hereunder with a Revolving Commitment; and

(c)The Loan Parties shall have executed and/or delivered to the Administrative Agent such additional instruments, documents, certificates and agreements as the Administrative Agent shall reasonably request in connection with the foregoing and to confirm that such increase in the Revolving Commitment hereunder has been duly authorized and approved by each of the Loan Parties.

Upon satisfaction of all such conditions precedent, such proposed additional Lender shall become a Lender hereunder on and subject to the terms and conditions of this Agreement.

6.1.2Voluntary Reduction or Termination of the Revolving Commitment.  The Company may from time to time on at least five Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce the Revolving Commitment to an amount not less than the Revolving Outstandings plus the outstanding amount of all Swing Line Loans.  Any such reduction shall be in an amount not less than $5,000,000 or a higher integral multiple of $1,000,000.  Concurrently with any reduction of the Revolving Commitment to zero, the Company shall pay all interest on the Revolving Loans, all non-use fees and all letter of credit fees and shall Cash Collateralize in full all obligations arising with respect to the Letters of Credit and Existing Letters of Credit.

6.1.3All Reductions of the Revolving Commitment.  All reductions of the Revolving Commitment shall reduce the Commitments ratably among the Lenders according to their respective Pro Rata Shares.

6.2Repayments.

6.2.1Voluntary Repayments.  The Company may from time to time repay the Loans (without any corresponding reduction in the Revolving Commitment) in whole or in part; provided that the Company shall give the Administrative Agent (which shall promptly advise each Lender) notice thereof not later than Noon, Chicago time, on the day of such repayment (which shall be a Business Day), specifying the Loans to be repaid and the date and amount of repayment.  Any such partial repayment shall be in an amount equal to $250,000 or a higher integral multiple of $50,000.  Any partial repayment of a Group of LIBOR Loans shall be subject to the proviso to Section 2.2.3(a).

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6.2.2Mandatory Repayments.

(a)The Company shall make a repayment of the Loans (without any corresponding reduction in the Revolving Commitment) upon the occurrence of any of the following (each a “Mandatory Repayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):

(i)Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds.

(ii)Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities pursuant to any employee or director option program, benefit plan or compensation program or pursuant to the exercise of the underwriter’s over-allotment option in the IPO, and (y) any issuance by a Subsidiary to the Company or another Subsidiary), in an amount equal to 100% of such Net Cash Proceeds.

(iii)Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding Debt permitted by of Section 11.1), in an amount equal to 100% of such Net Cash Proceeds.

(b)If on any day on which the Revolving Outstandings plus the outstanding amount of the Swing Line Loan exceeds the Revolving Commitment, the Company shall immediately repay Revolving Loans or Cash Collateralize the outstanding Letters of Credit and/or Existing Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess.

6.3Manner of Repayments.

6.3.1Partial Repayments.  Any partial repayment of a Group of LIBOR Loans shall be subject to the proviso to Section 2.2.3(a).  Any repayment of a LIBOR Loan on a day other than the last day of an Interest Period therefore shall include interest on the principal amount being repaid and shall be subject to Section 8.4. Except as otherwise provided by this Agreement and the other Loan Documents, and unless otherwise directed in writing by the Borrower, all principal payments in respect of the Loans (other than the Swing Line Loans) shall be applied first, to repay outstanding Base Rate Loans and then to repay outstanding LIBOR Rate Loans in direct order of Interest Period maturities.

6.4Final Repayment.

6.4.1Revolving Loans.  The Revolving Loans of each Lender shall be paid in full and the Revolving Commitment shall terminate on the Termination Date.

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SECTION 7MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

7.1Making of Payments.  All payments of principal or interest on the Notes, and of all fees, shall be made by the Company to the Administrative Agent in immediately available funds at the office specified by the Administrative Agent not later than 1:00 P.M., Chicago time, on the date due; and funds received after that hour shall be deemed to have been received by the Administrative Agent on the following Business Day.  The Administrative Agent shall promptly remit to each Lender its share of all such payments received in collected funds by the Administrative Agent for the account of such Lender.  All payments under Section 8.1 shall be made by the Company directly to the Lender entitled thereto without setoff, counterclaim or other defense.

7.2Application of Certain Payments.  So long as no Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.3.  After the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender as proceeds from the sale of, or other realization upon, all or any part of the collateral shall be applied as the Administrative Agent shall determine in its discretion or, in the absence of a specific determination by the Administrative Agent, as set forth in the Guaranty and Collateral Agreement.  Concurrently with each remittance to any Lender of its share of any such payment, the Administrative Agent shall advise such Lender as to the application of such payment.

7.3Due Date Extension.  If any payment of principal or interest with respect to any of the Loans, or of any fees, falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following Business Day is the first Business Day of a calendar month, in which case such due date shall be the immediately preceding Business Day) and, in the case of principal, additional interest shall accrue and be payable for the period of any such extension.

7.4Setoff.  The Company agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the Company agrees that at any time any Event of Default exists, the Administrative Agent and each Lender may apply to the payment of any Obligations of the Company hereunder, whether or not then due, any and all balances, credits, deposits, accounts or moneys of the Company then or thereafter with the Administrative Agent or such Lender.

7.5Proration of Payments.  If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit or Existing Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such

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participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit or Existing Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

7.6Taxes.

(a)All payments made by the Company hereunder or under any Loan Documents shall be made without setoff, counterclaim, or other defense.  To the extent permitted by applicable law, all payments hereunder or under the Loan Documents (including any payment of principal, interest, or fees) to, or for the benefit, of any person shall be made by the Company free and clear of and without deduction or withholding for, or account of, any Taxes now or hereinafter imposed by any taxing authority.

(b)If the Company makes any payment hereunder or under any Loan Document in respect of which it is required by applicable law to deduct or withhold any Taxes, the Company shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 7.6(b)), the amount paid to the Lenders or the Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 7.6(b).  To the extent the Company withholds any Taxes on payments hereunder or under any Loan Document, the Company shall pay the full amount deducted to the relevant taxing authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment.

(c)If any Lender or the Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or the Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, the Company will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any taxes imposed as a result of the receipt of the payment under this Section 7.6(c).  A certificate prepared in good faith as to the amount of such payment by such Lender or the Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties.

(d)(i)To the extent permitted by applicable law, each Lender that is not a United States person within the meaning of Code section 7701(a)(30) (a “Non-U.S. Participant”) shall deliver to the Company and the Administrative Agent on or prior to the Closing Date (or in the

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case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made hereunder or any Loan.  If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Sections 871(h) or 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate in form and substance reasonably acceptable to Administrative Agent (any such certificate, a “Withholding Certificate”).  In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Closing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Company and the Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Withholding Certificate, to confirm or establish the entitlement of such Lender or the Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made hereunder or any Loan.

(ii)Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to the Company and the Administrative Agent certifying that such Lender is exempt from United States backup withholding tax.  To the extent that a form provided pursuant to this Section 7.6(d)(ii) is rendered obsolete or inaccurate in any material respect as result of change in circumstances with respect to the status of a Lender, such Lender shall, to the extent permitted by applicable law, deliver to the Company and the Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Agent’s exemption from United States backup withholding tax.

(iii)The Company shall not be required to pay additional amounts to a Lender, or indemnify any Lender, under this Section 7.6 to the extent that such obligations would not have arisen but for the failure of such Lender to comply with Section 7.6(d).

(iv)Each Lender agrees to indemnify the Administrative Agent and hold the Administrative Agent harmless for the full amount of any and all present or future Taxes and related liabilities (including penalties, interest, additions to tax and expenses, and any Taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this Section 7.6) which are imposed on or with respect to principal, interest or fees payable to such Lender hereunder and which are not paid by the Company pursuant to this Section 7.6, whether or not such Taxes or related liabilities were correctly or legally

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asserted.  This indemnification shall be made within 30 days from the date the Administrative Agent makes written demand therefore.

SECTION 8INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

8.1Increased Costs.  (a)  If, after the date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:  (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), the Company shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefore.

(b)If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit or Existing Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), the Company shall pay to such Lender such additional amount as will compensate such

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Lender or such controlling Person for such reduction so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefore.

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8.2Basis for Determining Interest Rate Inadequate or Unfair.  If

(a)the Administrative Agent reasonably determines (which determination shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; or

(b)the Required Lenders advise the Administrative Agent that the LIBOR Rate as determined by the Administrative Agent for any Interest Period will not adequately and fairly reflect the cost to such Lenders of maintaining or funding LIBOR Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans;

then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert any Base Rate Loans into LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.

8.3Changes in Law Rendering LIBOR Loans Unlawful.  If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (in the good faith judgment of any Lender) unlawful for any Lender to make, maintain or fund LIBOR Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert any Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each LIBOR Loan of such Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.  Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall remain outstanding for the period corresponding to the Group of LIBOR Loans of which such Affected Loan would be a part absent such circumstances.

8.4Funding Losses.  The Company hereby agrees that upon written demand by any Lender (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for the amount being claimed, a copy of which shall be furnished to the Administrative Agent), the Company will indemnify such Lender against any net loss or expense which such

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Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Loan), as reasonably determined by such Lender, as a result of (a) any payment, prepayment or conversion of any LIBOR Loan of such Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to Section 8.3) or (b) any failure of the Company to borrow, convert or continue any Loan on a date specified therefore in a notice of borrowing, conversion or continuation pursuant to this Agreement; provided that written notice of such loss is given to the Company within 180 days of its incurrence.  For this purpose, all notices to the Administrative Agent pursuant to this Agreement shall be deemed to be irrevocable.

8.5Right of Lenders to Fund through Other Offices.  Each Lender may, if it so elects, fulfill its commitment as to any LIBOR Loan by causing a foreign branch or Affiliate of such Lender to make such Loan; provided that in such event for the purposes of this Agreement such Loan shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such Loan, for the account of such branch or Affiliate.

8.6Discretion of Lenders as to Manner of Funding.  Notwithstanding any provision of this Agreement to the contrary, except with regard to the obligation to mitigate increased costs, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period.

8.7Mitigation of Circumstances; Replacement of Lenders.  (a)  Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s reasonable good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstances described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent).  Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Company of) any event described in clause (i) or (ii) above and such designation will not, in such Lender’s reasonable good faith judgment, be otherwise disadvantageous to such Lender.

(b)If (i) the Company becomes obligated to pay additional amounts to any Lender pursuant to Section 7.6 or 8.1, or (ii) any Lender gives notice of the occurrence of any circumstances described in Section 8.2 or 8.3, or (iii) any Lender becomes a Defaulting Lender,

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the Company may designate another bank which is acceptable to the Administrative Agent and the Issuing Lender in their reasonable discretion (such other bank being called a “Replacement Lender”) to purchase the Loans of such Lender and such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Lender and any other amounts payable to such Lender under this Agreement, and to assume all the obligations of such Lender hereunder, and, upon such purchase and assumption (pursuant to an Assignment Agreement), such Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to the Company hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder.

8.8Conclusiveness of Statements; Survival of Provisions.  Determinations and statements of any Lender pursuant to Section 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error.  Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4, and the provisions of such Sections shall survive repayment of the Obligations, cancellation of any Notes, expiration or termination of the Letters of Credit and/or Existing Letters of Credit and termination of this Agreement.

SECTION 9REPRESENTATIONS AND WARRANTIES.

To induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Loans and issue and participate in Letters of Credit and Existing Letters of Credit hereunder, the Company represents and warrants to the Administrative Agent and the Lenders that, both before and after giving effect to the Related Transactions:

9.1Organization.  Each Loan Party and each Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization; and each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

9.2Authorization; No Conflict.  Each Loan Party and each Guarantor is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each Loan Party and each Guarantor is duly authorized to perform its Obligations under each Loan Document to which it is a party.  The execution, delivery and performance by each Loan Party and each Guarantor of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan

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Party or Guarantor or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or Guarantor or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party or Guarantor (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

9.3Validity and Binding Nature.  Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

9.4Financial Condition.  The audited consolidated financial statements of the Company and its Subsidiaries as at December 31, 2003 and the unaudited consolidated financial statements of the Company and the Subsidiaries as at March 31, 2004, copies of each of which have been delivered to each Lender, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries as at such dates and the results of their operations for the periods then ended.

9.5No Material Adverse Change.  Since December 31, 2003, there has been no Material Adverse Effect.  Consummation of the Related Transactions will not result in a Material Adverse Effect.

9.6Litigation and Contingent Liabilities.  No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened, against any Loan Party or Guarantor which could reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6.  Other than any liability incident to such litigation or proceedings, no Loan Party or Guarantor has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1 that could reasonably be expected to result in a Material Adverse Effect.

9.7Ownership of Properties; Liens.  Each Loan Party and each Guarantor owns good and, in the case of real property, marketable title to all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except Permitted Liens.

9.8Equity Ownership; Subsidiaries.   Except as otherwise set forth on Schedule 9.8, all issued and outstanding Capital Securities of the Company and each Subsidiary and Joint Venture are duly authorized and validly issued, fully paid, non-assessable, and (in the case of

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Subsidiaries and Joint Ventures) free and clear of all Liens other than those in favor of the Administrative Agent, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities.  Schedule 9.8 sets forth the authorized Capital Securities and jurisdiction of organization of each Subsidiary and Joint Venture as of the Closing Date.  All of the issued and outstanding Capital Securities of the Company are owned as set forth in the Registration Statement of the Company under “Principal and Selling Stockholders” (other than the shares sold in the IPO) as of the Closing Date, and all of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company.  As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

9.9Pension Plans.  (a)  The Unfunded Liability of all Pension Plans does not in the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans.  Each Pension Plan complies in all material respects with all applicable requirements of law and regulations.  No contribution failure under Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise to have a Material Adverse Effect.  There are no pending or, to the knowledge of Company, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or Company or other any member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect.  Neither the Company nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect.  Within the past five years, neither the Company nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect.  No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect.

(b)All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Company or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Company nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan, if any such withdrawal could reasonably be expected to have a Material Adverse Effect; and neither the Company nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits

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or the imposition of any excise tax if such increased contributions could reasonably be expected to have a Material Adverse Effect, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

9.10Investment Company Act.  No Loan Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” within the meaning of the Investment Company Act of 1940.

9.11Public Utility Holding Company Act.  No Loan Party is a “holding company”, or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935.

9.12Regulation U.  The Company is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

9.13Taxes.  Each Loan Party has timely filed all tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges due and payable with respect to such return, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.  The Loan Parties have made adequate reserves on their books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable.  No Loan Party has participated in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when the transaction was entered into).

9.14Solvency, etc.  On the Closing Date, and immediately prior to and after giving effect to the issuance of each Letter of Credit, participation in each Existing Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, with respect to each Loan Party, individually, (a) the fair value of its assets is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated on a going concern basis in accordance with GAAP, (b) the present fair saleable value of its assets is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, (c) it is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) it does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature and (e) it is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital.

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9.15Environmental Matters.  The on-going operations of the Company, its Subsidiaries and the Joint Ventures comply in all respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with applicable law) reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.  Each of the Company, its Subsidiaries and the Joint Ventures has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for their respective ordinary course operations, and for their reasonably anticipated future operations, and each of the Company, its Subsidiaries and the Joint Ventures is in compliance with all terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to any of the Company, its Subsidiaries and the Joint Ventures and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.  None of the Company, its Subsidiaries or the Joint Ventures or any of its properties or operations is subject to, or reasonably anticipates the issuance of, any written order from or agreement with any Federal, state or local governmental authority, nor subject to any judicial or docketed administrative or other proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance.  There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the Closing Date, or relating to any waste disposal, of any of the Company, its Subsidiaries and the Joint Ventures that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.  Except as listed on Schedule 9.15, none of the Company, its Subsidiaries and the Joint Ventures owns or operates any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that (i) at any time while any of the Company, its Subsidiaries or the Joint Ventures has owned or operated them, and (ii) at any time while any Person other than any of the Company, its Subsidiaries and the Joint Ventures owned or operated them, to the Company’s best knowledge without independent investigation or inquiry, have released, leaked, disposed of or otherwise discharged Hazardous Substances.

9.16Insurance.  Set forth on Schedule 9.16 is a complete and accurate summary of the property and casualty insurance program of the Loan Parties as of the Closing Date (including the names of all insurers, policy numbers, expiration dates, amounts and types of coverage, annual premiums, deductibles, self-insured retention, and a description in reasonable detail of any self-insurance program, retrospective rating plan, fronting arrangement or other risk assumption arrangement involving any Loan Party).  Each Loan Party and its properties are insured with financially sound and reputable insurance companies which are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Parties operate.

9.17Real Property; Facility Leases and Facility Management Agreements.  Except as set forth on Schedule 9.17, the Company does not, and its Subsidiaries do not, own any real property.  Schedule 9.17 also sets forth a listing of each Facility Lease and each Facility Management Agreement to which the Company or any of its Subsidiaries or Joint Ventures is a

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party as lessee or manager and specifies the city and state where the parking facility subject to such lease or management agreement is located.

9.18Information.  All information heretofore or contemporaneously herewith furnished in writing by any Loan Party or Guarantor to the Administrative Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all written information hereafter furnished by or on behalf of any Loan Party or Guarantor to the Administrative Agent or any Lender pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is dated or certified, and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading in light of the circumstances under which made (it being recognized by the Administrative Agent and the Lenders that any projections and forecasts provided by the Company are based on good faith estimates and assumptions believed by the Company to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).

9.19Intellectual Property.  Each Loan Party and each Guarantor owns and possesses or has a license or other right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights as are necessary for the conduct of the businesses of the Loan Parties or Guarantors, as applicable, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect.

9.20Burdensome Obligations.  No Loan Party or Guarantor is a party to any agreement or contract or subject to any restriction contained in its organizational documents which could reasonably be expected to have a Material Adverse Effect.

9.21Labor Matters.  Except as set forth on Schedule 9.21, no Loan Party is subject to any labor or collective bargaining agreement.  There are no existing or threatened strikes, lockouts or other labor disputes involving any Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect.  Hours worked by and payment made to employees of the Loan Parties are not in violation in any material respect of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters.

9.22No Default.  No Event of Default or Unmatured Event of Default exists or would result from the incurrence by any Loan Party or Guarantor of any Debt hereunder or under any other Loan Document.

9.23Related Agreements.  (a)  The Company has heretofore furnished the Administrative Agent a true and correct copy of the Related Agreements.

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(b)Each Loan Party and each Guarantor and, to the Company’s knowledge, each other party to the Related Agreements, has duly taken all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby.

(c)The Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Loan Parties and the Guarantors and, to the Company’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect.

(d)The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Loan Party or Guarantor or, to the Company’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Loan Party or Guarantor is a party or by which any Loan Party or Guarantor is bound or, to the Company’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound.

(e)No statement or representation made in the Related Agreements by any Loan Party or Guarantor or, to the Company’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.

9.24Subordinated Debt.  The subordination provisions of the Subordinated Debt are enforceable against the holders of the Subordinated Debt by the Administrative Agent and the Lenders.  All Obligations constitute senior Debt entitled to the benefits of the subordination provisions contained in the Subordinated Debt.  The Company acknowledges that the Administrative Agent and each Lender are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the subordination provisions of the Subordinated Debt and this Section 9.24.

SECTION 10AFFIRMATIVE COVENANTS.

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are paid in full and all Letters of Credit and Existing Letters of Credit have been terminated, the Company agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it will:

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10.1Reports, Certificates and Other Information.  Furnish to the Administrative Agent and each Lender:

10.1.1Annual Report.  Promptly when available and in any event within 90 days after the close of each Fiscal Year: a copy of the annual audited financial statements of the Company and its Subsidiaries for such Fiscal Year, including therein consolidated balance sheets and statements of earnings and cash flows of the Company and its Subsidiaries as at the end of such Fiscal Year,  certified without adverse reference to going concern value and without qualification by Ernst & Young, or any of the four largest independent certified public accounting firms in the United States.

10.1.2Interim Reports.  (a)  Upon filing with the SEC, and in any event within 45 days after the end of each Fiscal Quarter, consolidated balance sheets of the Company and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, together with a comparison of such financial statements with the corresponding period of the previous Fiscal Year, certified by a Senior Officer of the Company as having been prepared in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments); and (b) promptly when available and in any event no later than the end of the next month following the month of determination, internally-prepared monthly statements of operation, balance sheets and cash flow statements substantially consistent in form and content with the example attached hereto as Exhibit F (which statements need not be prepared in accordance with GAAP), certified by a Senior Officer of the Company.

10.1.3Compliance Certificates.  Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 10.1.1 and each set of quarterly statements pursuant to Section 10.1.2, a duly completed compliance certificate in the form of Exhibit B, with appropriate insertions, dated the date of such annual report or such quarterly statements and signed by a Senior Officer of the Company, containing a computation of each of the financial ratios and restrictions set forth in Section 11.13 and to the effect that such officer has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it.

10.1.4Reports to the SEC and to Shareholders.  Promptly upon the filing or sending thereof, copies of all regular, periodic or special reports of any Loan Party filed with the SEC; copies of all registration statements of any Loan Party filed with the SEC (other than on Form S-8); and copies of all proxy statements, financial statements or other communications made to security holders generally, or filed with any securities exchange.

10.1.5Notice of Default, Litigation and ERISA Matters.  Within 5 Business Days, after becoming aware of any of the following, written notice describing the same and the steps being taken by the Company or the Subsidiary affected thereby with respect thereto:

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(a)the occurrence of an Event of Default or an Unmatured Event of Default;

(b)any litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Company to the Lenders which has been instituted or, to the knowledge of the Company, is threatened against any Loan Party or to which any of the properties of any thereof is subject which could reasonably be expected to have a Material Adverse Effect;

(c)the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan in other than a standard termination, as defined under Title IV of ERISA, or the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Company furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), or any material increase in the contingent liability of the Company with respect to any post-retirement welfare benefit plan or other employee benefit plan of the Company or another member of the Controlled Group, or any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax if such increased contributions could reasonably be expected to have a Material Adverse Effect, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated in other than a standard termination, as defined under Title IV of ERISA, or that any such plan is or may become insolvent, or the occurrence of a Reportable Event as described in Section 4043(b) of ERISA including without limitation those events as to which the thirty (30) day notice period is waived under Part 2615 of the regulations promulgated by the PBGC under ERISA;

(d)any cancellation or material change in any insurance maintained by any Loan Party, or the entering into any material contract or undertaking that is not entered into in the ordinary course of business; or

(e)any other event (including (i) any violation of any Environmental Law or the assertion of any Environmental Claim or (ii) the enactment or effectiveness of any law, rule or regulation) which might reasonably be expected to have a Material Adverse Effect.

10.1.6Intentionally Omitted.

10.1.7Management Reports.  Promptly and in any event within 10 Business Days of receipt thereof, copies of all detailed financial and management reports submitted to the

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Company by independent auditors in connection with each annual or interim audit made by such auditors of the books of the Company or any of its Subsidiaries.

10.1.8Projections.  Not later than January 31 of each Fiscal Year, financial projections for the Company and its Subsidiaries for such Fiscal Year and for the two consecutive Fiscal Years thereafter (including quarterly operating and cash flow budgets) prepared in a manner consistent with the projections delivered by the Company to the Lenders prior to the Closing Date or otherwise in a manner reasonably satisfactory to the Administrative Agent, accompanied by a certificate of a Senior Officer of the Company on behalf of the Company to the effect that (a) such projections were prepared by the Company in good faith, (b) the Company has a reasonable basis for the assumptions contained in such projections and (c) such projections have been prepared in accordance with such assumptions.  All parties hereto acknowledge that the Company cannot and does not make any warranty or assurance that any such projections will be attained.

10.1.9Subordinated Debt Notices.  Promptly following receipt, copies of any notices (including notices of default or acceleration) received from any holder or trustee of, under or with respect to any Subordinated Debt.

10.1.10Schedules.  On an annual basis, and concurrently with the delivery of any reports or statements referenced in Section 10.1.1 above, the Company shall deliver to the Administrative Agent any necessary revisions to schedules to this Agreement, revised to reflect all information described in such schedules that is material and new or changed from the prior year, and each schedule hereto shall, for purposes of Section 12.2.1(a) speak only as of the date last revised, there being no implied obligation to update the schedules as of the time of each disbursement in order to make the representations and warranties contained in Section 9 true and correct as of the time of such disbursement, except for Schedules 9.6, 9.8 and 9.17, which shall be revised and delivered to the Administrative Agent within 10 Business Days of any material change in the information contained in any such schedule, further subject to any requirement, contained in this Agreement or in the Collateral Documents, to give prior notice to the Administrative Agent or the Lenders with respect to the information contained in any such schedule; provided, however, that notwithstanding that any such supplement to a schedule may disclose the existence or occurrence of events, facts or circumstances which are either prohibited by the terms of this Agreement or any other Loan Documents or which result in the breach of any representation or warranty, such supplement to such schedule or representation shall not be deemed either an amendment thereof or a waiver of such breach unless expressly consented to in writing by the Administrative Agent and the Required Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Administrative Agent or any Lender of any Event of Default disclosed therein, and provided, further, any items disclosed in any such supplemental disclosures shall be included in the calculation of any limits, baskets or similar restrictions contained in this Agreement or any of the other Loan Documents.

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10.1.11Other Information.  Promptly from time to time, such other information concerning the Loan Parties and the Guarantors as any Lender or the Administrative Agent may reasonably request.

10.2Books, Records and Inspections.  Keep, and cause each other Loan Party and Guarantor to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party and Guarantor to permit, any Lender (at such Lender’s own expense) or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties and the Guarantors; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender (at such Lender’s own expense) or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties and Guarantors, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party and Guarantor to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties and Guarantors, to perform appraisals of the equipment of the Loan Parties and Guarantors, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other collateral.  All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than twice each Fiscal Year.

10.3Maintenance of Property; Insurance.  (a)  Keep, and cause each other Loan Party and Guarantor to keep, all property useful and necessary in the business of the Loan Parties and the Guarantors in good working order and condition, ordinary wear and tear excepted, and from time to time make, or cause to be made, all needful repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times in accordance with customary and prudent business practices for similar businesses.

(b)Maintain, and cause each other Loan Party and Guarantor to maintain, with responsible insurance companies, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it (including, without limitation, liability insurance for the directors and officers of such Loan Party or Guarantor) and such other insurance, to such extent and against such hazards and liabilities as is customarily maintained by companies similarly situated, but which shall insure against all risks and liabilities of the type identified on Schedule 9.16 and shall have insured amounts no less than, and deductibles no higher than, those set forth on such schedule (as such schedule may change upon the reasonable

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consent of the Administrative Agent); and, upon request of the Administrative Agent or any Lender, furnish to the Administrative Agent or such Lender a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by the Loan Parties and the Guarantors.  The Company shall cause each issuer of an insurance policy to provide the Administrative Agent with an endorsement (i) showing the Administrative Agent as lender loss payee or mortgagee, as applicable, with respect to each policy of property or casualty insurance or business interruption insurance and naming the Administrative Agent and each Lender as an additional insured with respect to each policy of liability insurance, (ii) providing that 30 days’ notice will be given to the Administrative Agent prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy and (iii) reasonably acceptable in all other respects to the Administrative Agent.

(c)UNLESS THE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT MAY, FOLLOWING PRIOR NOTICE TO THE COMPANY, PURCHASE INSURANCE AT THE COMPANY’S EXPENSE TO PROTECT THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ INTERESTS IN THE COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY LOAN PARTY’S OR GUARANTOR’S INTERESTS.  THE COVERAGE THAT THE ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY OR GUARANTOR IN CONNECTION WITH THE COLLATERAL.  THE COMPANY MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING THE ADMINISTRATIVE AGENT WITH EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT.  IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE COMPANY WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE.  THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER.  THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE LOAN PARTIES AND GUARANTORS MAY BE ABLE TO OBTAIN ON THEIR OWN.

10.4Compliance with Laws; Payment of Taxes and Liabilities.  (a)  Comply, and cause each other Loan Party and Guarantor to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party and Guarantor to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party or Guarantor is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other

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similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each other Loan Party and Guarantor to comply, with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party and Guarantor to pay, prior to delinquency, all taxes and other governmental charges against it or any collateral, as well as claims of any kind which, if unpaid, could become a Lien (other than Permitted Liens) on any of its property; provided that the foregoing shall not require any Loan Party to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien (other than a Permitted Lien) on any collateral, such contest proceedings shall stay the foreclosure of such Lien (other than a Permitted Lien) or the sale of any portion of the collateral to satisfy such claim.

10.5Maintenance of Existence, etc.  (a) Maintain and preserve, and (subject to Section 11.5) cause each other Loan Party and Guarantor to maintain and preserve, (i) its existence and good standing in the jurisdiction of its organization, (ii) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, and other than in connection with any merger permitted pursuant to Sections 11.4 or 11.6 other than any dissolution or liquidations of any Subsidiary if the assets of such Subsidiary are transferred to the Company or any Guarantor in connection with such dissolution or liquidation) and (iii) the rights, licenses, permits (including those required under applicable Environmental Laws), franchises, patents, copyrights, trademarks and trade names material to the conduct of its businesses; provided, however, that the Loan Parties and the Guarantors shall not be required to preserve any such right, license or franchise, or its corporate, partnership or other existence, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries and Guarantors, taken as a whole, and that the loss thereof is not adverse in any material respect to the Administrative Agent or the Lenders; and (b) defend all of the foregoing against all claims, actions, demands, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority.

10.6Use of Proceeds.  Use the proceeds of the Loans, and the Letters of Credit and Existing Letters of Credit, solely to finance the Related Transactions, for working capital purposes, for Permitted Acquisitions, for Capital Expenditures and for other general business purposes; and not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.

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10.7Employee Benefit Plans.

(a)Maintain, and use good faith efforts to cause each other member of the Controlled Group to maintain, each Pension Plan in substantial compliance with all applicable requirements of law and regulations.

(b)Make, and use good faith efforts to cause each other member of the Controlled Group to make, on a timely basis, all required contributions to any Multiemployer Pension Plan.

(c)Not, and use good faith efforts to not permit any other member of the Controlled Group to (i) seek a waiver of the minimum funding standards of ERISA, (ii) terminate or withdraw from any Pension Plan or Multiemployer Pension Plan, (iii) take any other action with respect to any Pension Plan that would reasonably be expected to entitle the PBGC to terminate, impose liability in respect of, or cause a trustee to be appointed to administer, any Pension Plan, or (iv) permit to occur a Reportable Event as described in Section 4043(b) of ERISA including without limitation those events as to which the thirty (30) day notice period is waived under Part 2615 of the regulations promulgated by the PBGC under ERISA, unless the actions or events described in clauses (i), (ii), (iii) and (iv) individually or in the aggregate would not have a Material Adverse Effect.

10.8Environmental Matters.  If any release or threatened release or other disposal of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of any Loan Party or Guarantor, the Company shall, or shall cause the applicable Loan Party or Guarantor to, cause the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets as necessary to comply with all Environmental Laws and to preserve the value of such real property or other assets.  Without limiting the generality of the foregoing, the Company shall, and shall cause each other Loan Party and Guarantor to, comply with any Federal or state judicial or administrative order requiring the performance at any real property of any Loan Party or Guarantor of activities in response to the release or threatened release of a Hazardous Substance.  To the extent that the transportation of Hazardous Substances is permitted by this Agreement, the Company shall, and shall cause its Subsidiaries to, dispose of such Hazardous Substances, or of any other wastes, only at licensed disposal facilities operating in compliance with Environmental Laws.

10.9Further Assurances.  (a)  Within 30 days from the request therefore by the Administrative Agent, take, and cause each other Loan Party and Guarantor to take, such actions as are necessary or as the Administrative Agent or the Required Lenders may reasonably request from time to time to give effect to the intent of, and to aid in the exercise and enforcement of the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents, and to ensure that the Obligations of each Loan Party and Guarantor under the Loan Documents are secured by substantially all of the assets of the Company, each Domestic Subsidiary and each Joint Venture which meets the definition of a Guarantor (as well as all Capital Securities of each Domestic Subsidiary and each such Joint Venture and 65% of all Capital Securities of each direct Foreign Subsidiary) and guaranteed by each Domestic Subsidiary and each Joint Venture which meets the definition of a Guarantor (including, within 30 days after the acquisition or

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creation thereof, any Domestic Subsidiary or Joint Venture acquired or created after the Closing Date), in each case as the Administrative Agent may determine, including without limitation (i) the execution and delivery of guaranties, security agreements, pledge agreements, Mortgages, financing statements and other documents, and the filing or recording of any of the foregoing and (ii) the delivery of certificated securities and other collateral with respect to which perfection is obtained by possession.  Notwithstanding the foregoing, the Company shall not be required to pledge the Capital Stock of any future Domestic Subsidiary so long as those entities do not have any assets or operations valued in excess of $100,000.

(b)The Company shall notify the Lenders and the Administrative Agent, within ten (10) days after the occurrence thereof, of the acquisition of any material property by the Company or any Guarantor that is not subject to the existing Collateral Documents, any Person becoming a Subsidiary or the creation of any Joint Venture and any other event or condition, other than the passage of time, that may require additional action of any nature in order to create or preserve the effectiveness and perfected status of the liens and security interests of the Lenders and the Administrative Agent with respect to such property pursuant to the Collateral Documents, including without limitation delivering the originals of all promissory notes and other instruments payable to the Company or any Guarantor to the Administrative Agent and delivering the originals of all stock certificates or other certificates evidencing the Capital Securities owned by the Company or any Guarantor at any time, which are required by the foregoing Section 10.9(a) to be pledged to the Administrative Agent for the benefit of the Lenders.

10.10Deposit Accounts; Lockbox Account.  (a) The Company shall maintain all of its and its Subsidiaries’ deposit and disbursement accounts with the Administrative Agent or any Lender, and shall open all new deposit and disbursement accounts with the Administrative Agent or any Lender, and shall otherwise maintain the Administrative Agent or a Lender as its primary depository bank and provider of cash management services, provided that the Company and its Subsidiaries may maintain (i) an account with U.S. Bank (formerly known as, Firstar Bank, NA) for collection of credit card receipts (the “U.S. Bank Account”), provided, that such account is swept daily to a concentration account in the name of the Company maintained with the Administrative Agent or a Lender, (ii) local depository and disbursement accounts with other financial institutions in Canada, as necessary to the conduct of the Company’s or its Subsidiaries’ businesses there, and (iii) local depository and disbursement accounts in the United States of America as necessary to pay payroll expenses or otherwise necessary to the conduct of business, in the locations where the Company or its Subsidiaries are doing business, which accounts shall be with a Lender where practicable, but may be with non-Lender financial institutions.  All such accounts shall be swept (net of amounts necessary to pay payroll expenses) daily, where daily electronic wire transfers are available and cost effective, to a concentration account maintained with the Administrative Agent or any Lender, or swept (net of amounts necessary to pay payroll expenses) to such concentration account no less often than three times a week where daily wire transfers are not available or are not cost effective.  The Administrative Agent and the Lenders shall use commercially reasonable efforts to cooperate with the Company

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in complying with this Section 10.10.  At all times on and after the Closing Date, the Company and its Subsidiaries shall sweep funds from all its and their respective accounts, wheresoever located, to the concentration account maintained by the Administrative Agent or any Lender, and all amounts received in such concentration account shall be (A) further swept into the Company’s disbursement accounts maintained by LaSalle or any other Lender, provided no Event of Default has occurred or is continuing, or (B) applied to the Obligations on such terms required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default.  The Company and its Subsidiaries shall obtain blocked account or other tri-party agreements satisfactory to the Administrative Agent for all accounts (other than accounts maintained by the Administrative Agent) used by the Company and its Subsidiaries, except that (x) the Company shall obtain a blocked account or tri-party agreement for the account with U.S. Bank for the U.S. Bank Account within 120 days of the Closing Date, or, if such agreement is not obtained or obtainable in such period, the Company shall close the U.S. Bank Account and open an account with a Lender for collection of credit card receipts of the Company within 12 months from the Closing Date, (y) no such blocked account or tri-party agreements shall be required for accounts located in Canada, and (z) no such blocked account or tri-party agreements shall be required for accounts of the type described in the foregoing subsection 10.10(a)(iii) (other than those which are maintained with Bank of America, for which the Company and its Subsidiaries shall use their best efforts to obtain such blocked account or other tri-party agreements) where obtaining such an agreement is not practicable.

(b)At all times on and after the occurrence, and during the continuation, of an Event of Default, the Company and the Guarantors shall direct all clients and other Account Debtors to make all payments in connection with any obligations to the Company or any Guarantor (other than obligations with respect to credit card payments, which shall be collected in accordance with Section 10.10(a) hereof) directly to a lockbox in the name, and under the control, of the Administrative Agent, and all amounts received in such lockbox shall be applied to the Obligations on such terms required by the Administrative Agent, and the Company and the Guarantors shall promptly execute such documents and agreements required by the Administrative Agent in connection therewith, each in form and substance satisfactory to the Administrative Agent.

10.11Syndication.  Enter into such modifications to the Loan Documents as agreed pursuant to the terms of that certain commitment letter and term sheet dated May 4, 2004, entered into by the Company, LaSalle and Wells.

SECTION 11NEGATIVE COVENANTS.

Until the expiration or termination of the Commitments and thereafter until all Obligations (other than contingent and unmatured indemnification obligations) hereunder and under the other Loan Documents are paid in full and all Letters of Credit and Existing Letters of Credit have been terminated, the Company agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it will:

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11.1Debt.  Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:

(a)Obligations under this Agreement and the other Loan Documents;

(b)Debt of any Guarantor owing to the Company or to any other Guarantor; provided that to the extent such Debt shall be evidenced by any note or instrument, such instrument shall be a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent;

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

(d)Hedging Obligations;

(e)Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (and as such amount is reduced from time to time) and no modifications of the terms thereof which are less favorable to the Company or more restrictive on the Company in any material manner shall be permitted;

(f)the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder);

(g)Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4;

(h)Earnouts with respect to PermittedAcquisitions made by the Company;

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

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

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

(l)Debt of Subsidiaries and Joint Ventures which are not Guarantors owing to the Company or a Guarantor not exceeding an aggregate amount equal to the book value of three percent (3%) of Total Assets; provided, that any such Debt shall reduce, dollar for dollar, the available transactions permitted by Section 11.6(g);

(m)Debt represented by the subtraction of Adjusted Off-Balance Sheet Liabilities from Off-Balance Sheet Liabilities;

(n)Debt (other than Debt to the Principals) other than as described in clauses (a) through (m) above and (p) below not exceeding an aggregate amount equal to the book value of three percent (3%) of Total Assets, provided that not more than 50% of the Debt incurred or otherwise outstanding pursuant to this clause (n) may be secured by Permitted Liens;

(o)Debt which may otherwise be permitted pursuant to Section 11.6; and

(p)Debt arising from Ordinary Course Capital Leases.

11.2Liens.  Not, and not permit any other Loan Party to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:

(a)Liens arising under the Loan Documents;

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

(c)deposits or pledges to secure payment of worker’s compensation, unemployment insurance, old age pensions or other social security, or to secure the performance of bids, tenders, contracts (other than those relating to borrowed money) or leases or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business, or in connection with contests, to the extent that payment thereof shall not at the time be due or shall be contested in good faith by appropriate proceedings

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diligently conducted and there have been set aside on its books appropriate reserves with respect thereto;

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

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

(f)Liens described on Schedule 11.2 as of the Closing Date, and any extensions or renewals of the foregoing, provided that neither the Debt secured by any such existing Liens nor the property subject thereto shall increase;

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

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

(i)any Lien created to secure payment of a portion of the purchase price of, or existing at the time of acquisition of, any tangible fixed asset (including Liens granted in connection with Ordinary Course Capital Leases) acquired by the Company or any of its Subsidiaries, may be created or suffer to exist upon such tangible fixed asset if the outstanding principal amount of the Debt secured by such Lien does not exceed the purchase price paid by the Company or such Subsidiary for such tangible fixed asset provided that (i) such Lien does not encumber any other asset at any time owned by the Company or such Subsidiary, (ii) not more than one such Lien shall encumber such tangible fixed asset at any one time, and (iii) the aggregate amount of Debt secured by all such Liens shall not exceed the amounts permitted by Sections 11.1(e) and (n);

(j)Liens on unearned insurance premiums to secure Debt referred to in Section 11.1(k);

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

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

11.3Restricted Payments.  Make, pay, declare or authorize any dividend, payment or other distribution in respect of any class of its Capital Securities or any dividend, payment or distribution in connection with the redemption, purchase, retirement or other acquisition, directly or indirectly, of any shares of its Capital Securities, other than such dividends, payments or other distributions made (i) to the extent payable solely in shares of Capital Securities (other than Disqualified Stock) of the Company, and (ii) as permitted pursuant to Section 11.6.  The Company will not issue Disqualified Stock.

11.4Mergers, Consolidations, Sales.  (a) Make any Acquisition; nor merge or consolidate or amalgamate with any other Person or take any other action having a similar effect, nor enter into any joint venture or similar arrangement with any other Person, except (i) any Acquisition by the Company or any Guarantor where (collectively, “Permitted Acquisitions”):

(A)the business or division acquired are for use, or the Person acquired is engaged, in businesses similar to those engaged in by the Loan Parties on the Closing Date;

(B)immediately before and after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall exist;

(C)the aggregate consideration to be paid by the Loan Parties (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with such Acquisition (or any series of related Acquisitions) shall not exceed $5,000,000, and all such Acquisitions in any Fiscal Year shall not exceed $15,000,000;

(D)immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 11.13;

(E)in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition;

(F)after giving effect to any Acquisition and after giving effect to the working capital needs of the acquired business, the Revolving Loan Availability shall equal or exceed $7,000,000;

(G)reasonably prior to such Acquisition, the Administrative Agent shall have received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Administrative Agent may require to

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evidence the termination of Liens on the assets or business to be acquired, provided that the Lien termination may occur simultaneously with the closing of such Acquisition;

(H)not less than ten Business Days prior to such Acquisition, the Administrative Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), the material terms and conditions, including economic terms, of the proposed Acquisition, and the Company’s calculation of pro forma EBITDA relating thereto;

(I)the Administrative Agent and Required Lenders shall have approved the Company’s computation of pro forma EBITDA;

(J)consents have been obtained in favor of the Administrative Agent and the Lenders to the collateral assignment of rights and indemnities under the related acquisition documents and opinions of counsel for the Loan Parties and (if delivered to the Loan Party) the selling party in favor of the Administrative Agent and the Lenders have been delivered; and

(K)the provisions of Section 10.10 have been satisfied;

and (ii) as may be otherwise permitted pursuant to Sections 11.6, 11.10(b) and 11.10(l).

(b)Sell, lease, license, transfer, assign or otherwise dispose of all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms and sales of material or equipment no longer useful in the business, and shall not permit or suffer any Subsidiary to do any of the foregoing (an “Asset Disposition”); provided, however, that this Section 11.4(b) shall not prohibit any sale, lease, license, transfer, assignment or other disposition otherwise permitted pursuant to Section 11.6 or if (i) the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property disposed of after the Closing Date of this Agreement (other than in reliance on clauses (ii) and (iii) below) shall be less than 1% of the Total Assets at such time and if, immediately before and after such transaction, no Unmatured Event if Default or Event of Default shall exist, (ii) sales of equipment as to which proceeds are used within 180 days to purchase equipment of at least equivalent value to those sold and if, immediately before and after such transaction, no Unmatured Event of Default or Event of Default shall exist, (iii) sales as to which proceeds are used to make optional repayments on the Revolving Loan, provided that such prepayments on the Revolving Loans shall also permanently reduce the Revolving Commitment by the amount of such payments, (iv) investments which consist of transfers of assets instead of cash and which are permitted by Section 11.10or (v) transfers of assets  pursuant to a loan or advance permitted pursuant to Section 11.10;provided, however, in the case of any of the foregoing permitted sales,

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leases, licenses, transfers, assignments or other dispositions described in clauses (i), (ii) and (iii) the Company shall not, and shall not permit any of its Subsidiaries to, consummate an Asset Disposition unless (A) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the fair market value (as determined by the Board of Directors of such Person and evidenced by a resolution of the Board of Directors of such Person set forth in an officer’s certificate delivered to the Administrative Agent) of the assets and (B) at least 75% of the consideration therefore received by the Company or such Subsidiary is in the form of cash; provided that the amount of (x) any liabilities (as shown on the Company’s or such Subsidiary’s most recent balance sheet), of the Company or any Subsidiary that are assumed by the transferee of any such assets such that the Company or such Subsidiary have no further liability and (y) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision and the definition of Net Cash Proceeds, and (C) the Administrative Agent promptly shall obtain a first priority security interest in any non-cash consideration for any Asset Disposition.

11.5Modification of Organizational Documents.  Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

11.6Transactions with Affiliates.  Take any actions, nor enter into any  transactions, of the types described in Sections 11.1, 11.2, 11.3, 11.4, 11.10, 11.14 or 11.15, directly or indirectly, with, or for the benefit of, the Principals and any other Affiliates of the Company (each of the foregoing, an “Affiliate Transaction”) except as may otherwise be specifically permitted by those sections, and except as follows:

(a)transactions between or among the Company and/or the Guarantors shall be permitted;

(b)the Company shall consummate the Related Transactions;

(c)any Subsidiary may merge with or into another Subsidiary or into the Company, provided that (i) there is no Unmatured Event of Default or Event of Default either existing before, or which would arise from, such merger, (ii) if any such merger involves a Guarantor, the Guarantor shall be the surviving Person, (iii) if any such merger involves the Company, the Company shall be the surviving Person and (iv) if any such merger involves the Company or any Guarantor, the net worth of the Company or such Guarantor involved in such merger immediately after the merger would be equal to or greater than its net worth immediately preceding such merger;

(d)upon notice to and consent of the Administrative Agent, any Subsidiary may merge with or into a newly-created Subsidiary which is incorporated, formed or otherwise

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organized pursuant to the laws of the State of Delaware, solely for the purpose of re-organizing the previously existing Subsidiary under the laws of the State of Delaware, provided that (i) there is no Unmatured Event of Default or Event of Default either existing before, or which would arise from, such merger, (ii) if any such merger involves a Guarantor, the surviving Subsidiary shall become a Guarantor, and the net worth of such surviving Subsidiary immediately after the merger shall be equal to or greater than the Guarantor’s net worth immediately preceding such merger, and (iii) all other terms and conditions of such merger shall be acceptable to the Administrative Agent in its reasonable discretion;

(e)transfers of assets, including without limitation Capital Securities, between Guarantors or between the Company and Guarantors shall be permitted, provided that the Administrative Agent maintains its first priority perfected Lien on any and all collateral security;

(f)Affiliate Transactions, Facility Management Agreements and Facility Leases entered into in the ordinary course of business shall be permitted that are on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person; and

(g)the Company or any Guarantor may purchase or otherwise acquire any Capital Securities of or other ownership interest in, or debt securities of or other evidences of Debt of, any Subsidiary or Joint Venture that is not a Guarantor; or make any loan or advance of any of its funds or property or make any other extension of credit to, or make any other investment or contribution or acquire any interest whatsoever in, any Subsidiary or Joint Venture that is not a Guarantor, not exceeding an aggregate amount equal to the book value of 3% of Total Assets; provided, that any of the foregoing transactions shall reduce, dollar for dollar, the available Debt permitted by Section 11.1(l).

11.7Unconditional Purchase Obligations.  Not, and not permit any other Loan Party to, enter into or be a party to any contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether delivery is ever made of such materials, supplies or other property or services.

11.8Inconsistent Agreements.  Not, and not permit any other Loan Party to, enter into any agreement, including without limitation any amendments to existing agreements, containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets, now or hereafter acquired, or (c) (except with respect to the 9 ¼% Note Documents) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its

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assets or properties to any Loan Party; other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases, Joint Venture agreements (created in the ordinary course consistent with past practices) and other contracts restricting the assignment thereof.  The Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the foregoing terms of this Section 11.8.

11.9Business Activities; Issuance of Equity.  Not, and not permit any other Loan Party to, engage in any line of business other than the businesses engaged in on the date hereof and businesses reasonably related thereto.  Not, and not permit any other Loan Party to, issue any Capital Securities other than (a) any issuance of shares of the Company’s Capital Securities (provided any such issued shares shall not be Disqualified Stock), or (b) any issuance by a Subsidiary to the Company or another Subsidiary in accordance with Section 11.3.

11.10Investments, Loans and Advances.  Purchase or otherwise acquire any Capital Securities of or other ownership interest in, or debt securities of or other evidences of Debt of, any other Person; nor make any loan or advance of any of its funds or property or make any other extension of credit to, or make any other investment or contribution or acquire any interest whatsoever in, any other Person; nor incur any Contingent Liability except to the extent permitted under Section 11.1; nor permit any Subsidiary to do any of the foregoing; other than:

(a)contributions by the Company to the capital of any Wholly-Owned Subsidiary, or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary, so long as the recipient of any such capital contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its Capital Securities and substantially all of its real and personal property, in each case in accordance with Section 10.9;

(b)contributions to non-Wholly-Owned Subsidiaries and Joint Ventures in the ordinary course of business consistent with past practices not in excess of $1,000,000 in the aggregate;

(c)investments constituting Debt permitted by Section 11.1;

(d)Contingent Liabilities constituting Debt permitted by Section 11.1 or Liens permitted by Section 11.2;

(e)investments in Cash Equivalents;

(f)bank deposits in the ordinary course of business;

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(g)investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors;

(h)investments to consummate Permitted Acquisitions;

(i)those investments, loans, advances and other transactions described in Schedule 11.11 as of the Closing Date, but no extension or renewal thereof shall be permitted;

(j)extensions of trade credit made in the ordinary course of business on customary credit terms and commission, relocation, travel and similar advances made to officers, employees and to Shoreline Enterprises, LLC, a Delaware limited liability company (the majority ownership of which is held by Myron C. Warshauer) (“Shoreline”), for consulting services and reimbursable expenses, all in the ordinary course of business, provided that advances to officers, employees and Shoreline for purposes other than commission, relocation and travel shall not exceed $250,000 in aggregate amount;

(k)acquire and own stock, obligations or securities received in settlement of debts owing to the Company or its Subsidiaries or as consideration for Asset Dispositions otherwise permitted under Section 11.4;

(l)advances made by the Company or its Subsidiaries or Joint Ventures to customers in connection with Facility Leases and Facility Management Agreements of the Company in the ordinary course of business consistent with past practices;

(m)other loans, advances or investments (except to (i) the Principals, or (ii) other Affiliates of the Company) in an aggregate amount not to exceed three percent (3%) of Total Assets;and

(n)as otherwise permitted pursuant to Sections 11.6.

provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (y) no new Investment which would otherwise be permitted by clause (c), (d), or (h) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default exists.

11.11Restriction of Amendments to Certain Documents.  Not amend or otherwise modify, or waive any rights under, the Related Agreements or the Subordinated Debt Documents if, in any case, such amendment, modification or waiver could reasonably be expected to be material and adverse to the interests of the Lenders.

11.12Fiscal Year.  Not change its Fiscal Year.

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11.13Financial Covenants.

11.13.1Fixed Charge Coverage Ratio.  Not permit the Fixed Charge Coverage Ratio for any Computation Period to be less than 1.75 to 1.00.

11.13.2Senior Debt to EBITDA Ratio.  Not permit the Senior Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period:

Computation Period Ending	Maximum Senior Debt to EBITDA Ratio
6/30/04	3.25 to 1.00
9/30/04	3.25 to 1.00
12/31/04	3.25 to 1.00
3/31/05	3.25 to 1.00
6/30/05	3.25 to 1.00
9/30/05	3.25 to 1.00
12/31/05	3.00 to 1.00
3/31/06	3.00 to 1.00
6/30/06	3.00 to 1.00
9/30/06	3.00 to 1.00
12/31/06	2.75 to 1.00
3/31/07	2.75 to 1.00

11.13.3Total Debt to EBITDA Ratio.  Not permit the Total Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period:

Computation Period Ending	Maximum Total Debt to EBITDA Ratio
6/30/04	5.00 to 1.00
9/30/04	5.00 to 1.00
12/31/04	5.00 to 1.00
3/31/05	5.00 to 1.00
6/30/05	5.00 to 1.00
9/30/05	5.00 to 1.00
12/31/05	4.50 to 1.00
3/31/06	4.50 to 1.00
6/30/06	4.50 to 1.00
9/30/06	4.50 to 1.00
12/31/06	4.00 to 1.00
3/31/07	4.00 to 1.00

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11.13.4Net Capital Expenditures.  Make, or permit any Subsidiary to make, Net Capital Expenditures (minus the amount of any Ordinary Course Capital Leases used to finance such Net Capital Expenditures, such resulting amount referred to in this section as “Adjusted Net Capital Expenditures”) that exceed $7,500,000 in any Fiscal Year in the aggregate for the Company and its Subsidiaries.

11.14Repayment or Redemption of Debt; Cancellation of Debt.  Make, or permit any Subsidiary to make, any optional payment, defeasance (whether a covenant defeasance, legal defeasance or other defeasance), prepayment or redemption of any of its or any of its Subsidiaries’ Subordinated Debt or other Debt (except for payments made in Capital Securities which could not create an Event of Default, and except for Ordinary Course Lease Termination Payments); or amend or modify, or consent or agree to any amendment or modification of, any instrument or agreement under which any of its Subordinated Debt is issued or created or otherwise related thereto; or enter into any agreement or arrangement providing for any defeasance of any kind of any of its Subordinated Debt; except as may otherwise be permitted pursuant to Sections 11.3 and 11.6.  Not, and not permit any other Loan Party to, cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business.

11.15Affiliate Amounts.  Except as set forth on Schedule 11.15, the Company will not pay, or permit any Subsidiary to pay, directly or indirectly, any management, consulting, investment banking, advisory or other fees or payments, fees or payments under any leases, any expense reimbursement or similar payments, or any other payments of any kind (including, without limitation, any amounts paid or payable by the Company or any of its Subsidiaries to the Principals and/or to any other Affiliates of the Company, in respect of overhead expense allocations among members of the Affiliate corporate group) to the Principals and/or to any other Affiliates of the Company, other than the Company or any Guarantor.  The foregoing sentence shall not restrict the Company from (i) paying salaries, bonuses or other compensation to, or reimbursing travel or other business expenses of, officers or employees (other than any such Person who is also a Principal) in the ordinary course of business and (ii) reimbursing travel or other business expenses of any officer or director of the Company who is also a Principal, to the extent such reimbursements or such expenses are customarily paid or reimbursed for all officers and/or directors (as applicable) of the Company in the ordinary course of the Company’s business, consistent with past practices.

SECTION 12EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

The obligation of each Lender to make its Loans and participate in the Existing Letters of Credit, and of the Issuing Lender to issue Letters of Credit, is subject to the following conditions precedent:

12.1Initial Credit Extension.  The obligation of the Lenders to make the initial Loans and to participate in the Existing Letters of Credit, and the obligation of the Issuing Lender to

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issue its initial Letter of Credit (whichever first occurs) is, in addition to the conditions precedent specified in Section 12.2, subject to the conditions precedent that (a) all Debt to be Repaid (as described on Schedule 12.1) has been (or concurrently with the initial borrowing will be) paid in full, and that all agreements and instruments governing the Debt to be Repaid and that all Liens securing such Debt to be Repaid have been (or concurrently with the initial borrowing will be) terminated and (b) the Administrative Agent shall have received (i) evidence, reasonably satisfactory to the Administrative Agent, that the Company has received gross cash proceeds (prior to underwriter’s discount and commissions) from the underwritten sale of Company common stock pursuant to the IPO in an amount not less than $51,750,000; (ii) evidence, reasonably satisfactory to the Administrative Agent, that the Company has completed, or concurrently with the initial credit extension hereunder will complete, the Related Transactions in accordance with the terms of the Related Agreements (without any amendment thereto or waiver thereunder unless consented to by the Lenders); and (iii) all of the following, each duly executed and dated the Closing Date (or such earlier date as shall be satisfactory to the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent (and the date on which all such conditions precedent have been satisfied or waived in writing by the Administrative Agent and the Lenders is called the “Closing Date”):

12.1.1Notes.  A Note for each Lender.

12.1.2Authorization Documents.  For the Company and each Guarantor, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

12.1.3Consents, etc.  Certified copies of all documents evidencing any necessary corporate or partnership action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Company and each Guarantor of the documents referred to in this Section 12.

12.1.4Letter of Direction.  A letter of direction containing funds flow information with respect to the proceeds of the Loans on the Closing Date.

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12.1.5Guaranty and Collateral Agreement.  A counterpart of the Guaranty and Collateral Agreement executed by the Company and each Guarantor, together with all instruments, transfer powers and other items required to be delivered in connection therewith.

12.1.6Perfection Certificate.  A Perfection Certificate completed and executed by the Company and each Guarantor.

12.1.7Obligations Senior.  Evidence satisfactory to the Administrative Agent and the Lenders that the Loans and other Obligations hereunder shall be Senior Debt under the 9 ¼% Note Documents.

12.1.8Opinions of Counsel.  Opinions of counsel for the Company and each Guarantor, including local counsel reasonably requested by the Administrative Agent, and to the extent requested by the Administrative Agent, copies of all other opinions, if any, issued pursuant to the Related Transactions.

12.1.9Insurance.  Evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b), together with evidence that the Administrative Agent has been named as a lender’s loss payee and an additional insured on all related insurance policies.

12.1.10Copies of Documents.  Copies of the Related Agreements certified by the secretary or assistant secretary (or similar officer) of the Company as being true, accurate and complete.

12.1.11Payment of Fees.  Evidence of payment by the Company of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with all Attorney Costs of the Administrative Agent and the Co-Lead Arrangers to the extent invoiced prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by the Administrative Agent through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Company and the Administrative Agent).

12.1.12Solvency Certificate.  A Solvency Certificate executed by a Senior Officer of the Company.

12.1.13Pro Forma.  A consolidated pro forma balance sheet of the Company as at June 30, 2004, adjusted to give effect to the consummation of the Related Transactions and the financings contemplated hereby as if such transactions had occurred on such date, consistent in all material respects with the sources and uses of cash as previously described to the Lenders and the forecasts previously provided to the Lenders.

12.1.14Intentionally Omitted.

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12.1.15Search Results; Lien Terminations.  Certified copies of Uniform Commercial Code search reports dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company and each Guarantor (under their present names and any previous names) as debtors, together with (a) copies of such financing statements, (b) payoff letters that definitively speak to repayment in full of all Debt to be Repaid, the termination of all agreements relating thereto and the release of all Liens granted in connection therewith, and, where feasible prior to the Closing Date, together with Uniform Commercial Code or other appropriate termination statements and documents effective to evidence the foregoing (other than Liens permitted by Section 11.2) and such other Uniform Commercial Code termination statements as the Administrative Agent may reasonably request.

12.1.16Filings, Registrations and Recordings.  The Administrative Agent shall have received each document (including Uniform Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior to any other Liens (subject only to Liens permitted pursuant to Section 11.2), in proper form for filing, registration or recording.

12.1.17Closing Certificate, Consents and Permits.  A certificate executed by an officer of the Company on behalf of the Company in such capacity but not individually certifying (a) the matters set forth in Section 12.2.1 as of the Closing Date and (b) the occurrence of the closing of the Related Transactions and that such closing has been consummated in accordance with the terms of the Related Agreements without waiver of any material condition thereof; together with evidence that all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Company in connection with the Related Transactions have been duly obtained and are in full force and effect.

12.1.18Other.  Such other documents as the Administrative Agent or any Lender may reasonably request.

12.2Conditions.  The obligation (a) of each Lender to make each Loan and participate in each Existing Letter of Credit, and (b) of the Issuing Lender to issue each Letter of Credit is subject to the following further conditions precedent that:

12.2.1Compliance with Warranties, No Default, etc.  Both before and after giving effect to any borrowing and the issuance of any Letter of Credit, the following statements shall be true and correct:

(a)the representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all respects with the same effect as if

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then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and

(b)no Event of Default or Unmatured Event of Default shall have then occurred and be continuing.

12.2.2Confirmatory Certificate.  If requested by the Administrative Agent or any Lender, the Administrative Agent shall have received (in sufficient counterparts to provide one to each Lender) a certificate dated the date of such requested Loan or Letter of Credit and signed by a duly authorized representative of the Company in such capacity but not individually as to the matters set out in Section 12.2.1 (it being understood that each request by the Company for the making of a Loan or the issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by the Company that the conditions precedent set forth in Section 12.2.1 will be satisfied at the time of the making of such Loan or the issuance of such Letter of Credit), together with such other documents as the Administrative Agent or any Lender may reasonably request in support thereof.

12.2.3Real Estate Documents.  If requested by the Administrative Agent or any Lender, with respect to each parcel of real property, at any time owned by the Company or any Guarantor, a duly executed Mortgage providing for a fully perfected Lien, in favor of the Administrative Agent, in all right, title and interest of the Company or such Guarantor in such real property, together with:

(a)an ALTA Loan Title Insurance Policy, issued by an insurer acceptable to the Administrative Agent, insuring the Administrative Agent’s Lien on such real property and containing such endorsements as the Administrative Agent may reasonably require (it being understood that the amount of coverage, exceptions to coverage and status of title set forth in such policy shall be acceptable to the Administrative Agent);

(b)copies of all documents of record concerning such real property as shown on the commitment for the ALTA Loan Title Insurance Policy referred to above;

(c)original or certified copies of all insurance policies required to be maintained with respect to such real property by this Agreement, the applicable Mortgage or any other Loan Document;

(d)a survey certified to the Administrative Agent meeting such standards as the Administrative Agent may reasonably establish and otherwise reasonably satisfactory to the Administrative Agent;

(e)a flood insurance policy concerning such real property, if required by the Flood Disaster Protection Act of 1973; and

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(f)an appraisal, prepared by an independent appraiser engaged directly by the Administrative Agent, of such parcel of real property or interest in real property, which appraisal shall satisfy the requirements of the Financial Institutions Reform, Recovery and Enforcement Act, if applicable, and shall evidence compliance with the supervisory loan-to-value limits set forth in the Federal Deposit Insurance Corporation Improvement Act of 1991, if applicable.

Additionally, (i) in the case of any leased real property (other than the Company’s office located at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois) on which are located any assets or improvements (having a value of $1,000,000 or more with respect to each real property address) owned by the Company and/or any of its Subsidiaries and/or Joint Ventures, at any time upon the request of the Administrative Agent or the Required Lenders, the Company and/or its Subsidiary and/or Joint Venture, as applicable, shall use their best efforts to provide a Collateral Access Agreement from the landlord of such property waiving any landlord’s Lien in respect of personal property kept at the premises subject to such lease, and (ii) in the case of any mortgaged real property, a waiver from the mortgagee thereof waiving any Lien in respect of personal property kept at the premises subject to such Mortgage.

SECTION 13EVENTS OF DEFAULT AND THEIR EFFECT.

13.1Events of Default.  Each of the following shall constitute an Event of Default under this Agreement:

13.1.1Non-Payment of the Loans, etc.  Default in the payment when due of the principal of any Loan; or default, and continuance thereof for five days, in the payment when due of any interest, fee, reimbursement obligation with respect to any Letter of Credit or Existing Letter of Credit or other amount payable by the Company hereunder or under any other Loan Document.

13.1.2Non-Payment of Other Debt.  Any default shall occur under the terms applicable to any Debt of any Loan Party or Guarantor (other than (i) Debt of APCOA-Atrium Parking Venture L.P., an Ohio limited partnership (“Atrium”), with respect to its obligations to the holders of its Ten-Year Debentures bearing interest at a rate of 12% per annum, issued in original principal amount of $1,775,000 pursuant to the terms of a Confidential Private Placement memorandum dated May 24, 1995, and (ii) other non-recourse Debt of the Company or any of its Subsidiaries or any Guarantor as the Administrative Agent shall consent, such consent not to be unreasonably withheld) in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $1,000,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require any Loan Party or Guarantor to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity.

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13.1.3Other Material Obligations.  Default in the payment when due, or in the performance or observance of, any material obligation of, or condition agreed to by, any Loan Party or Guarantor with respect to any material purchase or lease of goods or services where such default, singly or in the aggregate with all other such defaults, could reasonably be expected to have a Material Adverse Effect.

13.1.4Bankruptcy, Insolvency, etc.  Any Loan Party or Guarantor becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or any Loan Party or Guarantor applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for such Loan Party or Guarantor or any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for any Loan Party or Guarantor or for a substantial part of the property of any thereof and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of any Loan Party or Guarantor, and if such case or proceeding is not commenced by such Loan Party or Guarantor, it is consented to or acquiesced in by such Loan Party or Guarantor, or remains for 60 days undismissed; or any Loan Party or Guarantor takes any action to authorize, or in furtherance of, any of the foregoing.

13.1.5Non-Compliance with Loan Documents.  (a) Failure by any Loan Party or Guarantor to comply with or to perform any covenant set forth in Section 10.1.5, 10.3(b) or 10.5 or Section 11; or (b) failure by any Loan Party or Guarantor to comply with or to perform any other provision of this Agreement or any other Loan Document (and not constituting an Event of Default under any other provision of this Section 13) and continuance of such failure described in this clause (b) for 30 days.

13.1.6Representations; Warranties.  Any representation or warranty made by any Loan Party or Guarantor herein or any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party or Guarantor to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.

13.1.7Pension Plans.  (a) Any Person institutes steps to terminate a Pension Plan if as a result of such termination the Company or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, which contribution or liability could reasonably be expected to have a Material Adverse Effect; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; (c) the Unfunded Liability exceeds $1,000,000; or (d) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding

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withdrawal liability that the Company or any member of the Controlled Group have incurred on the date of such withdrawal) could reasonably be expected to have a Material Adverse Effect.

13.1.8Judgments.  Final judgments which exceed an aggregate of $1,000,000 shall be rendered against any Loan Party or Guarantor and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 30 days after entry or filing of such judgments.

13.1.9Invalidity of Collateral Documents, etc.  Any Collateral Document shall cease to be in full force and effect other than pursuant to the terms thereof; or any of the Company or the Guarantors (or any Person by, through or on behalf of any of the Company or the Guarantors) shall contest in any manner the validity, binding nature or enforceability of any Collateral Document.

13.1.10Invalidity of Subordination Provisions, etc.  Any subordination provision in any document or instrument governing Subordinated Debt, or any subordination provision in any guaranty by any Subsidiary of any Subordinated Debt, shall cease to be in full force and effect other than pursuant to the terms thereof, or any Loan Party or Guarantor or any other Person (including the holder of any applicable Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision.

13.1.11Change of Control.  A Change of Control shall occur.

13.1.12Material Adverse Effect.  The occurrence of any event having a Material Adverse Effect.

13.2Effect of Event of Default.  If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit and Existing Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit and Existing Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit and Existing Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind.  The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration.  Any cash collateral delivered hereunder shall be held by the Administrative

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Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit or Existing Letter of Credit.  After the expiration or termination of all Letters of Credit and Existing Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

SECTION 14THE AGENT.

14.1Appointment and Authorization.  Each Lender hereby irrevocably (subject to Section 14.10) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

14.2Issuing Lender and LaSalle.   (a) The Issuing Lender shall act on behalf of the Lenders (according to their Pro Rata Shares) with respect to any Letters of Credit issued by it and the documents associated therewith.  The Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Lender.

(b)LaSalle, in its capacity as the issuer of the Existing Letters of Credit, shall act on behalf of the Lenders (according to their Pro Rata Shares) with respect to any Existing Letters of Credit issued by it and the documents associated therewith.  LaSalle, in such capacity, shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by LaSalle in connection with Existing Letters of Credit issued by it and the agreements for letters of credit pertaining to such Existing Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14,

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included LaSalle in such capacity with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to LaSalle in such capacity.

14.3Delegation of Duties.  The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

14.4Exculpation of Administrative Agent.  None of the Administrative Agent nor any of its directors, officers, employees or agents shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party, any Guarantor or Affiliate of the Company, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of the Company or any other party to any Loan Document to perform its Obligations hereunder or thereunder.  The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates or the Guarantors.

14.5Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the Administrative Agent.  The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation to indemnify the Administrative Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases be fully protected in acting, or in

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refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender.  For purposes of determining compliance with the conditions specified in Section 12, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

14.6Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Company referring to this Agreement, describing such Event of Default or Unmatured Event of Default and stating that such notice is a “notice of default”.  The Administrative Agent will notify the Lenders of its receipt of any such notice.  The Administrative Agent shall take such action with respect to such Event of Default or Unmatured Event of Default as may be requested by the Required Lenders in accordance with Section 13; provided that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Unmatured Event of Default as it shall deem advisable or in the best interest of the Lenders.

14.7Credit Decision.  Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession.  Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or the Guarantors, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder.  Each Lender also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company.  Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial

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or other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.

14.8Indemnification.  Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand the Administrative Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), according to its applicable Pro Rata Share, from and against any and all Indemnified Liabilities (as hereinafter defined); provided that no Lender shall be liable for any payment to any such Person of any portion of the Indemnified Liabilities to the extent determined by a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s own gross negligence or willful misconduct.  No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.  Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs and Taxes) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company.  The undertaking in this Section shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and/or the Existing Letters of Credit, any foreclosure under, or modification, release or discharge of, any or all of the Collateral Documents, termination of this Agreement and the resignation or replacement of the Administrative Agent.

14.9Administrative Agent in Individual Capacity.  LaSalle and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Loan Parties or the Guarantors and their respective Affiliates as though LaSalle were not the Administrative Agent hereunder and without notice to or consent of any Lender.  Each Lender acknowledges that, pursuant to such activities, LaSalle or its Affiliates may receive information regarding the Company or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Company or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them.  With respect to their Loans (if any),  LaSalle and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though LaSalle were not the Administrative Agent, and the terms “Lender” and “Lenders” include LaSalle and its Affiliates, to the extent applicable, in their individual capacities.

14.10Successor Administrative Agent.  The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders.  If the Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists)

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the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor agent for the Lenders.  If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders.  Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 14 and Sections 15.5 and 15.16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.  If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

14.11Collateral Matters.  The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent under any Collateral Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of the Company hereunder and the expiration or termination of all Letters of Credit and Existing Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any collateral to any holder of a Lien on such collateral which is permitted by Section 11.2(d)(i) or (d)(iii)  (it being understood that the Administrative Agent may conclusively rely on a certificate from the Company in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)).  Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of collateral pursuant to this Section 14.11.  Each Lender hereby authorizes the Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices.

14.12Administrative Agent May File Proofs of Claim.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party or Guarantor, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company) shall be entitled and empowered, by intervention in such proceeding or otherwise:

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(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 5, 15.5 and 15.16) allowed in such judicial proceedings; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 5, 15.5 and 15.16.

Nothing contained herein shall be deemed to authorize the Administrative Agent  to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

14.13Other Agents; Arrangers and Managers.  None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”, if any, shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such.  Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

SECTION 15GENERAL.

15.1Waiver; Amendments.  No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy.  No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the

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other Loan Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Company and the Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect to such amendment, modification, waiver or consent or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Lender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder without the written consent of each Lender directly affected thereby, (c) reduce the principal amount of any Loan, the rate of interest thereon (excluding waivers of any increases due to existence of an Event of Default) or any fees payable hereunder, without the consent of each Lender directly affected thereby; or (d) release any party from its obligations under the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, change the definition of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders.  No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby.  No provision of Section 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent.  No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.  No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

15.2Confirmations.  The Company and each holder of a Note agree from time to time, upon written request received by it from the other, to confirm to the other in writing (with a copy of each such confirmation to the Administrative Agent) the aggregate unpaid principal amount of the Loans then outstanding under such Note.

15.3Notices.  Except as otherwise provided in Sections 2.2.2 and 2.2.3, all notices hereunder shall be in writing (including facsimile transmission) and shall be sent to the applicable party at its address shown on Annex B or at such other address as such party may, by written notice received by the other parties, have designated as its address for such purpose.  Notices sent by facsimile transmission shall be deemed to have been given when sent; notices sent by mail shall be deemed to have been given three Business Days after the date when sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to have been given when received.  For purposes of Sections 2.2.2 and 2.2.3, the Administrative Agent shall be entitled to rely on telephonic instructions from any person that the Administrative Agent in good faith believes is an authorized officer or

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employee of the Company, and the Company shall hold the Administrative Agent and each other Lender harmless from any loss, cost or expense resulting from any such reliance.

15.4Computations.  Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall, to the extent applicable and except as otherwise specified in this Agreement, be made in accordance with GAAP, consistently applied; provided that if the Company notifies the Administrative Agent that the Company wishes to amend any covenant in Section 10 (or any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Company that the Required Lenders wish to amend Section 10 (or any related definition) for such purpose), then the Company’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended in a manner satisfactory to the Company and the Required Lenders.

15.5Costs, Expenses and Taxes.  The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Issuing Lenders (including Attorney Costs and any Taxes) in connection with the preparation, execution, syndication, delivery and administration (including perfection and protection of any collateral and the costs of Intralinks (or other similar service), if applicable) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all reasonable out-of-pocket costs and expenses (including Attorney Costs and any Taxes) incurred by the Administrative Agent and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof.  In addition, the Company agrees to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any fees of the Company’s auditors in connection with any reasonable exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2.  All Obligations provided for in this Section 15.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and/or the Existing Letters of Credit and termination of this Agreement.

15.6Assignments; Participations.

15.6.1Assignments.  (a)  Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent, the Issuing Lender (for an assignment of the Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, the Company (which consent shall not be unreasonably withheld or delayed and shall not

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be required for an assignment by a Lender to a Lender or an Affiliate of a Lender).  Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender.  The Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500.  No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay such greater amounts).  Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2.  The Company shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless the Company has expressly objected to such assignment within three Business Days after notice thereof.

(b)From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder.  Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, the Company shall execute and deliver to the Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Share of the Revolving Commitment (and, as applicable, a Note in the principal amount of the Pro Rata Share of the Revolving Commitment retained by the assigning Lender.  Each such Note shall be dated the effective date of such assignment.  Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to the Company any prior Note held by it.

(c)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

15.6.2Participations.  Any Lender may at any time sell to one or more Persons participating interests in its Loans, Commitments or other interests hereunder (any such Person, a “Participant”).  In the event of a sale by a Lender of a participating interest to a Participant, (a)

87

such Lender’s obligations hereunder shall remain unchanged for all purposes, (b) the Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts payable by the Company shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender.  No Participant shall have any direct or indirect voting rights hereunder except with respect to any event described in Section 15.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders.  Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant.  The Company agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and with respect to any Letter of Credit or Existing Letter of Credit to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall be subject to the obligation of each Participant to share with the Lenders, and the Lenders agree to share with each Participant, as provided in Section 7.5.  The Company also agrees that each Participant shall be entitled to the benefits of Section 7.6 or 8 as if it were a Lender (provided that on the date of the participation no Participant shall be entitled to any greater compensation pursuant to Section 7.6 or 8 than would have been paid to the participating Lender on such date if no participation had been sold and that each Participant complies with Section 7.6(d) as if it were an Assignee).

15.7Register.  The Administrative Agent shall maintain a copy of each Assignment Agreement delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender from time to time and whether such Lender is the original Lender or the Assignee.  No assignment shall be effective unless and until the Assignment Agreement is accepted and registered in the Register. All records of transfer of a Lender’s interest in the Register shall be conclusive, absent manifest error, as to the ownership of the interests in the Loans. The Administrative Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register.

15.8GOVERNING LAW.  THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

15.9Confidentiality.  As required by federal law and the Administrative Agent’s policies and practices, the Administrative Agent may need to obtain, verify, and recordcertain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services.  The Administrative Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts the Administrative Agent or such Lender applies to maintain the confidentiality of its own

88

confidential information) to maintain as confidential all information provided to them by any Loan Party or Guarantor and designated as confidential, except that the Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by the Administrative Agent or such Lender in evaluating, approving, structuring or administering the Loans and the Commitments; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by the Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of the Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which the Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of the Administrative Agent, the Issuing Lender or any other Lender who may provide Bank Products to the Loan Parties or Guarantors; or (h) that ceases to be confidential through no fault of the Administrative Agent or any Lender.  Notwithstanding the foregoing, the Company consents to the publication by the Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and the Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

15.10Severability.  Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable 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.  All obligations of the Company and rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law.

15.11Nature of Remedies.  All Obligations of the Company and rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law.  No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.12Entire Agreement.  This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written,

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relating to the subject matter hereof and thereof (except as relates to the fees described in Section 5.3) and any prior arrangements made with respect to the payment by the Company of (or any indemnification for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of the Administrative Agent or the Lenders.

15.13Counterparts.  This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement.  Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof.  Electronic records of executed Loan Documents maintained by the Lenders shall deemed to be originals.

15.14Successors and Assigns.  This Agreement shall be binding upon the Company, the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Company, the Lenders and the Administrative Agent and the successors and assigns of the Lenders and the Administrative Agent.  No other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.  The Company may not assign or transfer any of its rights or Obligations under this Agreement without the prior written consent of the Administrative Agent and each Lender.

15.15Captions.  Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

15.16Patriot Act Notice.  As required by federal law and LaSalle’s or any other Lender’s policies and practices, LaSalle or any other Lender may need to collect certain customer identification information and documentation in connection with opening or maintaining accounts or establishing or continuing to provide services.

15.17INDEMNIFICATION BY THE COMPANY.  IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT, THE ISSUING LENDER AND THE LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, THE COMPANY HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD THE ADMINISTRATIVE AGENT, THE ISSUING LENDER EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE ADMINISTRATIVE AGENT, THE ISSUING LENDER AND EACH LENDER (EACH A “LENDER PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL SECURITIES, PURCHASE

90

OF ASSETS (INCLUDING THE RELATED TRANSACTIONS) OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS CONDUCTED THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION.  IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, THE COMPANY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW.  ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT.

15.18Nonliability of Lenders.  The relationship between the Company on the one hand and the Lenders and the Administrative Agent and the Issuing Lender on the other hand shall be solely that of borrower and lender.  Neither the Administrative Agent , the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit nor any Lender has any fiduciary relationship with or duty to any Loan Party or Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties and the Guarantors, on the one hand, and the Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.  Neither the Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit nor any Lender undertakes any responsibility to any Loan Party or Guarantor to review or inform any Loan Party or Guarantor of any matter in connection with any phase of any Loan Party’s or Guarantor’s business or operations.  The Company agrees, on behalf of itself and each other Loan Party and Guarantor, that neither the Administrative Agent, the Issuing Lender, LaSalle as the issuer of the

91

Existing Letters of Credit nor any Lender shall have liability to any Loan Party or Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party or Guarantor in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought.  NO LENDER PARTY OR LOAN PARTY OR GUARANTOR SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY OR LOAN PARTY OR GUARANTOR HAVE ANY LIABILITY WITH RESPECT TO, EXCEPT AS A RESULT OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.  The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party.  No joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties, Guarantors and the Lenders

15.19FORUM SELECTION AND CONSENT TO JURISDICTION.  ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.  THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS.  THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

15.20WAIVER OF JURY TRIAL.  EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT, THE ISSUING LENDER, LASALLE AS THE ISSUER OF

92

THE EXISTING LETTERS OF CREDIT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

[signature pages follow]

93

The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.

STANDARD PARKING CORPORATION
By:	/s/ Daniel R. Meyer
Name:		Daniel R. Meyer
Title:		Senior Vice President, Corporate Controller and Assistant Treasurer

LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
By:	/s/ Sean P. Silver
Name:		Sean P. Silver
Title:		First Vice President

WELLS FARGO BANK, N.A., as Issuing Lender, Syndication Agent and as a Lender
By:	/s/ Steven Nickas
Name:		Steven Nickas
Title:		Assistant Vice President

ANNEX A

LENDERS AND PRO RATA SHARES

Lender		Revolving Commitment Amount			Pro Rata Share*/
LaSalle Bank National Association		$	45,000,000	**/	50	%
Wells Fargo Bank, N.A.		$	45,000,000		50	%
[Other Lenders]
	TOTALS	$	90,000,000		100	%

*/Carry out to nine decimal places.

**/Includes Swing Line Commitment Amount of $5,000,000.

ANNEX B

ADDRESSES FOR NOTICES

STANDARD PARKING CORPORATION
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
Attention:	Marc Baumann
Telephone:		(312) 274-2199
Facsimile:	(312) 646-6165

LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, and a Lender
Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance
135 South LaSalle Street
Chicago, Illinois 60603
Attention:	Denise Christy, Commercial Loan Services
Telephone:		(312) 904-8210
Facsimile:		(312) 904-4448

All Other Notices

135 South LaSalle Street

Chicago, Illinois 60603

Attention: Sean P. Silver

Telephone: (312) 904-9028

Facsimile:  (312) 904-0432

WELLS FARGO BANK, N.A., as Issuing Lender, Syndication Agent, and a Lender

Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance

1700 Lincoln, 3rd Floor

Denver, Colorado 80203

Attention:  Patricia Flores Del Real

Telephone:  (303) 863-5183

Facsimile:  (303) 863-2729

All Other Notices

230 West Monroe

Suite 2900

Chicago, Illinois 60606

Attention: Steven Nickas

Telephone: (312) 762-9009

Facsimile:  (312) 795-9388

[OTHER LENDERS]

EXHIBIT A

FORM OF

NOTE

	,
$	Chicago, Illinois

The undersigned, for value received, promises to pay to the order of                        (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Agreement.

The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement.  Payments of both principal and interest are to be made in lawful money of the United States of America.

This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of [Date of Agreement] (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.

This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State.

[COMPANY ALL CAPS]

By:

Title:

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

To:LaSalle Bank National Association, as Administrative Agent

Please refer to the Credit Agreement dated as of [Date of Agreement]  (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among [Company] (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

I.Reports.  Enclosed herewith is a copy of the [annual audited/quarterly/monthly] report of the Company as at                           ,        (the “Computation Date”), which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence of footnotes and to normal year-end adjustments)] of the Company as of the Computation Date and has been prepared in accordance with GAAP consistently applied.

II.Financial Tests.  The Company hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement:

[REVISE AS APPROPRIATE]

A.	Section 11.13.1 - Minimum Fixed Charge Coverage Ratio
	1.	EBITDA	$
	2.	Income taxes paid	$
	3.	Unfinanced Capital Expenditures	$
	4.	Sum of (2) and (3)	$
	5.	Remainder of (1) minus (4)	$
	6.	Interest Expense
		(net of cash interest income)	$
	7.	Required payments of
		principal of Funded Debt
		(including Term Loans but
		excluding Revolving Loans)	$
	8.	cash dividends	$
	9.	Sum of (6) and (7)	$
	10.	Ratio of (5) to (9)	to 1

	11.	Minimum Required	to 1
B.	Section 11.13.2 - Maximum Senior Debt to EBITDA Ratio
	1.	Senior Debt	$
	2.	EBITDA	$
		(from Item A(1) above)
	3.	Ratio of (1) to (2)	to 1
	4.	Maximum allowed	to 1
C.	Section 11.13.3 - Maximum Total Debt to EBITDA Ratio
	1.	Total Debt	$
	2.	EBITDA	$
		(from Item A(1) above)
	3.	Ratio of (1) to (2)	to 1
	4.	Maximum allowed	to 1
D.	Section 11.13.4 – Net Capital Expenditures
	1.	Net Capital Expenditures for the
		Fiscal Year	$
	2.	Maximum Permitted Net Capital
		Expenditures	$

The Company further certifies to you that no Event of Default or Unmatured Event of Default has occurred and is continuing.

The Company has caused this Certificate to be executed and delivered by its duly authorized officer on                  ,          .

[COMPANY ALL CAPS]

By:

Title:

EXHIBIT C

FORM OF

ASSIGNMENT AGREEMENT

Date:                             

To:[Company Lower Case]

and

LaSalle Bank National Association, as Administrative Agent

Re:Assignment under the Credit Agreement referred to below

Gentlemen and Ladies:

Please refer to Section 15.6.1 of the Credit Agreement dated as of [Date of Agreement] (as amended or otherwise modified from time to time, the “Credit Agreement”) among Standard Parking Corporation (the “Company”), various financial institutions and LaSalle Bank National Association, as administrative agent (in such capacity, the “Administrative Agent”).  Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

                      (the “Assignor”) hereby sells and assigns, without recourse, to            (the “Assignee”), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to     % of all of the Loans, of the participation interests in the Letters of Credit, Existing Letters of Credit and of the Commitments, such sale, purchase, assignment and assumption to be effective as of           ,       , or such later date on which the Company and the Administrative Agent shall have consented hereto (the “Effective Date”).  After giving effect to such sale, purchase, assignment and assumption, the Assignee’s and the Assignor’s respective Percentages for purposes of the Credit Agreement will be as set forth opposite their names on the signature pages hereof.

The Assignor hereby instructs the Administrative Agent to make all payments from and after the Effective Date in respect of the interest assigned hereby directly to the Assignee.  The Assignor and the Assignee agree that all interest and fees accrued up to, but not including, the Effective Date are the property of the Assignor, and not the Assignee.  The Assignee agrees that, upon receipt of any such interest or fees, the Assignee will promptly remit the same to the Assignor.

The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim.

The Assignee represents and warrants to the Company and the Administrative Agent that, as of the date hereof, the Company will not be obligated to pay any greater amount under Section 7.6 or 8 of the Credit Agreement than the Company is obligated to pay to the Assignor under such Section.  [The Assignee has delivered, or is delivering concurrently herewith, to the Company and the Administrative Agent the forms required by Section 7.6 of the Credit Agreement.] [INSERT IF ASSIGNEE IS ORGANIZED UNDER THE LAWS OF A JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA OR A STATE THEREOF.]  The [Assignee/Assignor] [Borrower] shall pay the fee payable to the Administrative Agent pursuant to Section 15.6.1.

The Assignee hereby confirms that it has received a copy of the Credit Agreement.  Except as otherwise provided in the Credit Agreement, effective as of the Effective Date:

(a)the Assignee (i) shall be deemed automatically to have become a party to the Credit Agreement and to have all the rights and obligations of a “Lender” under the Credit Agreement as if it were an original signatory thereto to the extent specified in the second paragraph hereof; and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto; and

(b)the Assignor shall be released from its obligations under the Credit Agreement to the extent specified in the second paragraph hereof.

The Assignee hereby advises each of you of the following administrative details with respect to the assigned Loans and Commitment:

(A)Institution Name:

Address:

Attention:

Telephone:

Facsimile:

(B)Payment Instructions:

This Assignment shall be governed by and construed in accordance with the laws of the State of Illinois

Please evidence your receipt hereof and your consent to the sale, assignment, purchase and assumption set forth herein by signing and returning counterparts hereof to the Assignor and the Assignee.

Percentage =     %	[ASSIGNEE]
	By:
	Title:
Adjusted Percentage =     %	[ASSIGNOR]
	By:
	Title:

ACKNOWLEDGED AND CONSENTED TO

this          day of               ,         

LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent

By:

Title:

ACKNOWLEDGED AND CONSENTED TO

this    day of             ,

STANDARD PARKING CORPORATION

By:

Title:

EXHIBIT D

FORM OF NOTICE OF BORROWING

To:LaSalle Bank National Association, as Administrative Agent

Please refer to the Credit Agreement dated as of [Date of Agreement] (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Standard Parking Corporation (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned hereby gives irrevocable notice, pursuant to Section 2.2.2 of the Credit Agreement, of a request hereby for a borrowing as follows:

(ii)The requested borrowing date for the proposed borrowing (which is a Business Day) is               ,         .

(iii)The aggregate amount of the proposed borrowing is $                     .

(iv)The type of Revolving Loans comprising the proposed borrowing are [Base Rate] [LIBOR] Loans.

(v)The duration of the Interest Period for each LIBOR Loan made as part of the proposed borrowing, if applicable, is                     months (which shall be 1, 2 or 3 months).

The undersigned hereby certifies that on the date hereof and on the date of borrowing set forth above, and immediately after giving effect to the borrowing requested hereby: (i) there exists and there shall exist no Unmatured Event of Default or Event of Default under the Credit Agreement; and (ii) each of the representations and warranties contained in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to the extent that such representation or warranty expressly relates to another date and except for changes therein expressly permitted or expressly contemplated by the Credit Agreement.

The Company has caused this Notice of Borrowing to be executed and delivered by its officer thereunto duly authorized on                  ,            .

STANDARD PARKING CORPORATION

By:

Title:

EXHIBIT E

FORM OF NOTICE OF CONVERSION/CONTINUATION

To:LaSalle Bank National Association, as Administrative Agent

Please refer to the Credit Agreement dated as of [Date of Agreement] (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Standard Parking Corporation (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned hereby gives irrevocable notice, pursuant to Section 2.2.3 of the Credit Agreement, of its request to:

(c)on [    date    ] convert $[            ]of the aggregate outstanding principal amount of the [            ] Loan, bearing interest at the [            ] Rate, into a(n) [            ] Loan [and, in the case of a LIBOR Loan, having an Interest Period of [            ] month(s)];

(d)[           on [    date    ] continue $[            ]of the aggregate outstanding principal amount of the [            ] Loan, bearing interest at the LIBOR Rate, as a LIBOR Loan having an Interest Period of [            ] month(s)].

The undersigned hereby represents and warrants that all of the conditions contained in Section 12.2 of the Credit Agreement have been satisfied on and as of the date hereof, and will continue to be satisfied on and as of the date of the conversion/continuation requested hereby, before and after giving effect thereto.

The Company has caused this Notice of Conversion/Continuation to be executed and delivered by its officer thereunto duly authorized on                        ,             .

STANDARD PARKING CORPORATION

By:

Title:

EX-99.1

Exhibit 99.1

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

Contact:

G. MARC BAUMANN
Chief Financial Officer
Standard Parking Corporation
(312) 274-2199

mbaumann@standardparking.com

FOR IMMEDIATE RELEASE

STANDARD PARKING CORPORATION ANNOUNCES EXERCISE OF
UNDERWRITERS’ OVER-ALLOTMENT OPTION

CHICAGO, June 16, 2004 – Standard Parking Corporation (Nasdaq: STAN) today announced today that the underwriters of its recent initial public offering (IPO) of 4,500,000 shares of its common stock have exercised in full their over-allotment option to purchase an additional 500,000 shares of common stock at the IPO price of $11.50 per share, less an underwriting discount of $0.805 per share.

Of the 500,000 shares of common stock purchased, 166,667 were sold by the company and 333,333 were sold by a selling stockholder. The company will not receive any of the proceeds from the sale of common stock by the selling stockholder. The proceeds to Standard Parking Corporation, after deducting underwriting discounts, from the exercise of the over-allotment option are approximately $1.8 million, increasing the total net proceeds from the equity offering to approximately $49.9 million, after deducting underwriting discounts and offering expenses.

William Blair & Company is the book-running manager for the offering and Thomas Weisel Partners is the co-lead manager. A final prospectus relating to the offering may be obtained from William Blair & Company at (800) 621-0687 or Thomas Weisel Partners at (212) 271-3700.

Standard Parking is a leading national provider of parking facility management services.  The company provides on-site management services at multi-level and surface parking facilities for all major markets of the parking industry.  The company manages approximately 1,900 parking facilities, containing over one million parking spaces in over 275 cities across the United States and Canada.