APCOA, INC. $140,000,000 9 1/4% Senior Subordinated Notes due 2008 PURCHASE AGREEMENT DATED AS OF MARCH 25, 1998 ----------Purchase Agreement • April 17th, 1998 • Standard Parking Ii LLC • New York
By and AmongStockholders' Agreement • April 17th, 1998 • Standard Parking Ii LLC • Delaware
STANDARD PARKING/CENTRAL I, L.L.C. OPERATING AGREEMENT ------------------------ -------------------------------------------------------- THE MEMBERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE...Operating Agreement • April 17th, 1998 • Standard Parking Ii LLC
EXECUTION COPY EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT by and between APCOA, Inc., a Delaware corporation (the "Company"), and Myron C. Warshauer (the "Executive"), dated as of the 30th day of March, 1998. WHEREAS, the Executive is employed as chief...Employment Agreement • April 17th, 1998 • Standard Parking Ii LLC • Illinois
WITNESSETH:Employment Agreement • April 17th, 1998 • Standard Parking Ii LLC • Ohio
9 1/4% SENIOR SUBORDINATED NOTES DUE 2008Standard Parking Ii LLC • April 17th, 1998 • New York
1 Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is executed as of the 1st day of July, 1995 by and between APCOA, INC., a Delaware corporation with offices at 25550 Chagrin Boulevard, Beachwood, Ohio 44122 (the "Company"), and JAMES V....Employment Agreement • April 17th, 1998 • Standard Parking Ii LLC • Ohio
1 Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is executed as of the 11th day of December, 1995 by and between APCOA, INC., a Delaware corporation, with offices at 25550 Chagrin Boulevard, Beachwood, Ohio 44122 (the "Company") and...Employment Agreement • April 17th, 1998 • Standard Parking Ii LLC • Ohio
1 Exhibit 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 26, 1998, is by and between Standard Parking, L.P., a Delaware limited partnership (the "Company"), and Michael K. Wolf (the "Executive"). WHEREAS,...Employment Agreement • April 17th, 1998 • Standard Parking Ii LLC • Illinois
s/ Sidney Warshauer -------------------------------------------- Sidney Warshauer APCOA, INC. By: /s/ Michael J. Celebrezze ---------------------------------------- Name: Michael J. Celebrezze Title: Chief Financial OfficerConsulting Agreement • April 17th, 1998 • Standard Parking Ii LLC • Illinois
EXECUTION COPY ================================================================ ================ AP HOLDINGS, INC. 11-1/4% SENIOR DISCOUNT NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 30, 1998 DONALDSON, LUFKIN & JENRETTE SECURITIES...Registration Rights Agreement • April 17th, 1998 • Standard Parking Ii LLC • New York
Exhibit 10.11 EMPLOYMENT AGREEMENT AGREEMENT by and between APCOA, Inc., a Delaware corporation (the "Company"), and Michael Celebrezze (the "Executive"), dated as of the 30th day of March, 1998. WHEREAS, pursuant to that certain Combination Agreement...Employment Agreement • April 17th, 1998 • Standard Parking Ii LLC • Delaware
RECITALSDeferred Compensation Agreement • April 17th, 1998 • Standard Parking Ii LLC • Illinois
OFStandard Parking Ii LLC • April 17th, 1998 • Delaware
1 Exhibit 10.5 TAX SHARING AGREEMENT Agreement effective as of the first day of the 1989 consolidated return year by and among Holberg Industries, Inc. ("Parent") and each of the undersigned ("Subsidiaries"): AP Holdings Inc. ("APH") APA Acquisition,...Tax Sharing Agreement • April 17th, 1998 • Standard Parking Ii LLC
Exhibit 2.1 ============================================================================== COMBINATION AGREEMENTCombination Agreement • April 17th, 1998 • Standard Parking Ii LLC • Delaware
1 Exhibit 10.9 MANAGEMENT EMPLOYMENT AGREEMENT AGREEMENT dated as of April 1, 1996 by and between APCOA, Inc., a Delaware Company with offices at 800 Superior Avenue, Cleveland, Ohio 44122 ("Company"), and Trevor R. Van Horn ("Employee"). WHEREAS, the...Management Employment Agreement • April 17th, 1998 • Standard Parking Ii LLC • Ohio
APCOA, INC.Credit Agreement • April 17th, 1998 • Standard Parking Ii LLC • Illinois
AGREEMENT OF LIMITED PARTNERSHIP OF STANDARD PARKING OF CANADA, L.P.Standard Parking Ii LLC • April 17th, 1998
