EXHIBIT 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated to be
effective as of July 1, 2002, among Standard Parking Corporation IL ("SPC-IL"),
a Delaware corporation, Tower Parking, Inc. ("TOWER"), a Delaware corporation,
Virginia Parking Service, Inc. ("VPS"), a Delaware corporation, APCOA/Standard
Parking, Inc. (the "COMPANY") a Delaware corporation, and State Street Bank and
Trust Company, as trustee under the indenture referred to below (the "TRUSTEE").
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of March 30, 1998, as amended,
providing for the issuance of an aggregate principal amount of $140,000,000 of
9 1/4% Senior Subordinated Notes due 2008 (the "9-1/4% NOTES");
WHEREAS, Standard Parking Corporation, an Illinois corporation and
guarantor under the Indenture, has been reincorporated (by merger into SPC-IL)
in Delaware, and the following additional entities, also guarantors under the
Indenture, have been merged into SPC-IL, all effective June 30, 2002: A-1 Auto
Park, Inc.; APCOA Capital Corporation; Century Parking, Inc.; Events Parking
Co., Inc.; Executive Parking Industries, L.L.C.; Metropolitan Parking System,
Inc.; S&S Parking, Inc.; Sentinel Parking Co. of Ohio, Inc.; Sentry Parking
Corporation; and Standard Parking Corporation IL, an Illinois corporation;
WHEREAS, Tower Parking, Inc., an Ohio corporation and guarantor under the
Indenture, has been reincorporated (by merger into Tower) in Delaware, effective
June 30, 2002;
WHEREAS, Virginia Parking Service, Inc., a Virginia corporation and
guarantor under the Indenture, has been reincorporated (by merger into VPS) in
Delaware, effective June 30, 2002;
WHEREAS, Section 11.5 of the Indenture provides that under certain
circumstances the Company may cause, and Section 11.3 of the Indenture provides
that under certain circumstances the Company must cause, certain of its
subsidiaries to execute and deliver to the Trustee a supplemental indenture
pursuant to which such subsidiaries shall unconditionally guarantee all of the
Company's Obligations under the 9-1/4% Notes pursuant to a New Note Guarantee on
the terms and conditions set forth therein; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, each of
SPC-IL, Tower and VPS (the "NEW SUBSIDIARIES") and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Holders of the 9-1/4% Notes
as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
2. AGREEMENT TO NOTE GUARANTEE. Each of the New Subsidiaries hereby agrees,
jointly and severally with all other Subsidiary Guarantors, to guarantee the
Company's Obligations under the 9-1/4% Notes and the Indenture on the terms and
subject to the conditions set forth in Article 11 of the Indenture and to be
bound by all other applicable provisions of the Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, shareholder or agent of any Subsidiary Guarantor, as
such, shall have any liability for any obligations of the Company or any
Subsidiary Guarantor under the 9-1/4% Notes, any New Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a 9-1/4% Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the 9-1/4% Notes.
4. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall
govern and be used to construe this Supplemental Indenture.
5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the correctness of the recitals of fact contained
herein, all of which recitals are made solely by the New Subsidiaries.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
Dated as of July 1, 2002
APCOA/STANDARD PARKING, INC.
By:
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Name:
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Title:
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STANDARD PARKING CORPORATION IL
By:
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Name:
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Title:
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TOWER PARKING, INC.
By:
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Name:
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Title:
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VIRGINIA PARKING SERVICE, INC.
By:
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Name:
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Title:
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STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
By:
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Name:
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Title:
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