0001104659-03-003946 Sample Contracts

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers) • Illinois

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between APCOA/Standard Parking, Inc., a Delaware corporation (the “Company”), and John Ricchiuto (the “Executive”), dated as of the 1st day of December 2002 (the “Effective Date”).

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FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers) • Illinois

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

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers)

THIS FIRST AMENDMENT (the ‘‘First Amendment’’) is made as of the I’’ day of January, 2000, by and between APCOA/STANDARD PARKING, INC. (formerly known as ‘‘APCOA, Inc.’’), a Delaware corporation (the ‘‘Company’’), and JOHN RICCHIUTO (the ‘‘Employee’’).

FIRST AMENDMENT TO EXECUTIVE PARKING MANAGEMENT AGREEMENT
Parking Management Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers)

This First Amendment to Executive Parking Management Agreement made as of the I’’ day of August, 1999, by and among APCOA/Standard Parking, Inc., a Delaware corporation (the ‘‘Company’’), D&E Parking, Inc., a California corporation (the ‘‘Manager’’), Edward E. Simmons (‘‘Simmons’’) and Dale G. Stark (‘‘Starle’). The foregoing shall be referred to, collectively, as ‘‘Parties’’ and, individually as a ‘‘Party’’).

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers) • Illinois

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) is made and entered into as of the day of December, 2002 and is by and among APCOA/Standard Parking, Inc., a Delaware corporation (the “Company”) LaSalle Bank National Association, a national banking association (“LaSalle”),, Bank One, NA, a national banking association (“Bank One”), and LaSalle as agent (in such capacity, the “Agent”) for the “Lenders” under the Credit Agreement referred to below.

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers) • Illinois

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

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers)

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “First Amendment”) is made and entered into this 25th day of April, 2001, by and between APCOA/Standard Parking, Inc. a Delaware corporation (the “Company”) and James A. Wilhelm (“Executive”).

EXECUTIVE PARKING MANAGEMENT AGREEMENT
Management Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers) • California

THIS EXECUTIVE PARKING MANAGEMENT AGREEMENT (the ‘‘Agreement’’) dated as of May 1, 1998 is hereby entered into by and among APCOA, Inc., a Delaware corporation (the ‘‘Company’’), D&E Parking, Inc., a California corporation (the ‘‘Manager’’), Edward E. Simmons (‘‘Simmons’’) and Dale G. Stark (‘‘Stark’’) (Simmons and Stark shall be reffed to, collectively, as the ‘‘Employees’’ and, individually, as an ‘‘Employee’’). (The corapany, the Manager, Stark and Simmons shall be referred to, collectively, as ‘‘Parties’’ and, individually, as a ‘‘Party’’)

MANAGEMENT EMPLOYMENT AGREEMENT
Management Employment Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers) • Ohio

AGREEMENT dated as of July 1, 1998 by and between APCOA, Inc., a Delaware Company with offices at 800 Superior Avenue, Cleveland, Ohio 44114 (‘‘Company’’) and John Ricchiuto (‘‘Employee’’), supersedes all agreements entered into prior to July 1, 1998.

FIRST AMENDMENT TO
Employment Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers)

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of this day of June 2002, by and between APCOA/Standard Parking, Inc., a Delaware corporation (the “Company”), (successor to “Standard Parking, L. P.”) and Steven A. Warshauer (the “Executive”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2003 • Apcoa Standard Parking Inc /De/ • Services-auto rental & leasing (no drivers)

This Third Amendment to Employment Agreement is made as of the 1st day of April, 2002, by and between APCOA/Standard Parking, Inc., a Delaware corporation (the “Company”) and Michael K. Wolf (the “Executive”).

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