EXHIBIT 4.2


 


APCOA/STANDARD
PARKING, INC.


9 1¤4% SENIOR SUBORDINATED NOTES DUE 2008


SUPPLEMENTAL
INDENTURE


 


This Supplemental Indenture
(this “Supplemental Indenture”), dated as of January 11, 2002, among APCOA/Standard Parking, Inc., a
Delaware corporation (the “Company”), the subsidiary guarantors (the
“Subsidiary Guarantors”) under the Indenture (as defined below) as identified
on the signature pages thereof and State Street Bank and Trust Company, as
trustee under the Indenture (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company and the
Subsidiary Guarantors have heretofore executed and delivered to the Trustee a
certain indenture (the “Indenture”), dated as of March 30, 1998,
providing for the issuance of an initial aggregate principal amount of
$140,000,000 of 9 1¤4%
Senior Subordinated Notes due 2008 (the “Notes”);


 


WHEREAS, on November 20,
2001, the Company commenced an offer to exchange and a consent solicitation to
adopt certain amendments to the Indenture (the “Proposed Amendments”), on the
terms and subject to the conditions set forth in that certain Offering Circular
and Consent Solicitation, dated November 20, 2001, as may have been, and
may be further, modified and amended by the Company from time to time (the
“Statement”);


 


WHEREAS, pursuant to
Section 9.2 of the Indenture, the consent of the holders (each, a “Holder”
and collectively, the “Holders”) of a majority in principal amount of the Notes
then outstanding is required to adopt each of the Proposed Amendments (the
“Majority Threshold”);


 


WHEREAS, pursuant to
Section 9.2 and 9.6 of the Indenture, the Trustee is obligated to execute
this Supplemental Indenture upon request of the Company and the Subsidiary
Guarantors, accompanied by board resolutions authorizing the execution hereof, evidence
of such aforesaid requisite consents, the Trustee’s receipt of an Officers’
Certificate and Opinion of Counsel (as those terms are defined in the
Indenture) stating that the execution of this Supplemental Indenture is
authorized or permitted by the Indenture, that it is not inconsistent with the
Indenture, and that it will be valid and binding upon the Company and the
Subsidiary Guarantors in accordance with its terms (collectively, the “Trustee
Conditions”);


 


WHEREAS, in response to the
Exchange Offer and Consent Solicitation, the Company has received consents from
Holders satisfying the Majority Threshold; and


 


WHEREAS, pursuant to
Section 9.2 and 9.6 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 the Company, the Subsidiary Guarantors
and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Notes as follows:


 


1.   CAPITALIZED TERMS. 
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.


 


2.  CONDITIONS PRECEDENT.  Each of the
Trustee Conditions has been satisfied in all respects. The Company, the
Subsidiary Guarantors and the Trustee are on this date executing and thereupon
making effective this Supplemental Indenture.


 


3.  AMENDMENTS TO THE INDENTURE. 
Pursuant to Section 9.2 of the Indenture, at the opening of
business on the date after the consummation of the exchange offer described in
the Statement, the Indenture will be amended as follows:


 


(a) The following text shall be
added, in alphabetical order, to Section 1.1 of the Indenture: (i)"“New
Indenture” will mean that indenture governing the 14% Senior
Subordinated Second Lien Notes due 2006 issued in 


 


 

















 


the Refinancing”, (ii)"“Permitted
Holders” will mean the holders of the Company’s 18% Senior
Convertible Preferred Stock due 2008” and (iii)"“Refinancing” will mean the
transactions described in the Company’s Offering Circular and Consent
Solicitation, dated November 20, 2001, as modified or amended by the
Company, including but not limited to (i) the exchange of Notes and cash
to the Company for 14% Senior Subordinated Second Lien Notes due 2006,
(ii) the exchange of Notes for 18% Senior Convertible Redeemable Preferred
Stock and (iii) the “Use of Proceeds” as described in the above mentioned
Offering Circular and Consent Solicitation.”


 


(b) The definition of “Asset Sale” contained in Section 1.1 of the
Indenture will be revised as follows: the text “the issue or sale by the
Company or any of its Restricted Subsidiaries of Equity Interests of the
Company’s Restricted Subsidiaries” in clause (ii) of the definition will be
replaced by the text “the issuance or sale of Equity Interests by any of the
Company’s Restricted Subsidiaries.”


 


(c) The definition of “Change of Control” contained in Section 1.1
of the Indenture will be revised as follows: (i)  the following text will
be added to the end of clause (i): “and Permitted Holders” and
(ii) the following text will be added after “and their Related Parties” in
clause (iii): “and Permitted Holders.”


 


(d) The definition of “Disqualified Stock” contained in Section 1.1
of the Indenture will be deleted and replaced in its entirety with the
following: ““Disqualified
Stock” means any Capital Stock 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 of the Capital Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders of the Capital Stock have the
right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.7 hereof.”


 


(e) The definition of “Indebtedness” contained in Section 1.1
of the Indenture will be revised as follows: the following text shall be added:
“Notwithstanding anything to the contrary, any put right, right of redemption
or right of repurchase will, in any such case, for the purposes of this
definition, not be treated as Indebtedness, no matter what the accounting
treatment of said transaction may be. In addition, notwithstanding anything to
the contrary, the carrying value (as determined in accordance with FASB
15) of any Indebtedness that has been redeemed shall not be deemed
Indebtedness for purposes of this definition.”


 


(f) The definition of “Permitted Investments” contained in
Section 1.1 of the Indenture will be revised as follows: (i) the term
“Holberg Industries, Inc.” in clause (f) will be replaced by the term
“Steamboat Holdings, Inc. or any successor thereto” and (ii) the phrase
“officers and employees” in clause (g) will be replaced by the following
text: “officers, employees and consultants.”


 


(g) The following text will be added as a new item
(xiii) under the definition of “Permitted Liens” contained in
Section 1.01 of the Indenture: “; and (xiii) Liens to secure
Indebtedness (including Capital Lease Obligations) permitted by
clause (iv) of the second paragraph of Section 4.9 of this Indenture
covering only the assets acquired with such Indebtedness.”


 


(h) The definition of “Principals” contained in Section 1.1
of the Indenture will be revised as follows: the terms “Holberg
Industries, Inc.” will be replaced with the terms “Steamboat
Holdings, Inc.”


 


(i) Section 4.7 of the Indenture will be revised as follows:
(i) the text “the date of the Indenture” will be replaced by the phrase
“the date of the New Indenture” in clause (i) of subsection (c) of
the first paragraph; (ii) the text “the date of the Indenture” will be
replaced by the text “the date of the New Indenture” in clause (ii) of
subsection (c) of the first paragraph and (iii) the following text will be
added at the end of the second paragraph of 


 


2

















 


Section 4.7 of the
Indenture: “And, furthermore, the foregoing provisions will not prohibit the
Company and its Subsidiaries from engaging in the Refinancing, including,
without limitation, the issuance of, and the payment of principal, interest and
Liquidated Damages, if any, on, up to $[insert amount of new notes
issued] million in aggregate principal amount of 14% Senior Subordinated
Second Lien Notes due 2006 issued by the Company and guaranteed by the
subsidiary guarantors thereof. Notwithstanding anything to the contrary, the
redemption, repurchase or purchase of any equity interest in the Company or any
of its Restricted Subsidiaries pursuant to a put right, right of redemption or
right of repurchase will, in any such case, for the purposes of this Section
4.7, be treated as a payment or distribution on account of an Equity Interest
and will not be treated as a payment on Indebtedness, no matter what the
accounting treatment of said transaction may be.”


 


(j) Section 4.9 of the Indenture will be revised as follows:
(i) clause (i) of the second paragraph will be deleted and replaced by the
following text: “the incurrence by the Company of additional Indebtedness and
letters of credit pursuant to the New Credit Facility in an aggregate principal
amount at any one time outstanding under this clause (i) (with letters of
credit being deemed to have a principal amount equal to the maximum potential
liability of the Company and its Subsidiaries thereunder) not to exceed $40
million less the aggregate amount of all Net Proceeds of Asset Sales applied to
permanently repay Indebtedness under the New Credit Facility pursuant to the
covenant described under Section 4.10,” (ii) the following text will be added
at the beginning of clause (xv) of paragraph two: “the issuance by the
Company or any of its Restricted Subsidiaries of Disqualified Stock and/or,”
(iii) the text “Disqualified Stock or” will be inserted between the words
“other” and “Indebtedness” in clause (xv) of paragraph two, (iv) the
following text will be added before the period at the end of clause (xv) of
paragraph two: “(which amount may but need not be incurred, in whole or in
part, in clause (i) above)” and (v) the following text will be added as a new
clause (xvi) at the end of the second paragraph “; and (xvi) the
incurrence by the Company of up to $[insert amount of new notes
issued] million in aggregate principal amount of 14% Senior Subordinated
Second Lien Notes due 2006 issued by the Company and guaranteed by the
subsidiary guarantors thereof in connection with the Refinancing.”
Additionally, the two references to clause (xv) in the third paragraph of
Section 4.9 of the Indenture will be changed to clause “(xvi).”


 


(k) Section 4.10 of the Indenture will be revised as follows:
(i) following text will be added to the fourth sentence of the second
paragraph between the terms “Holders of Notes” and “(an “Asset Sale Offer”)”:
“and all holders of other Indebtedness that is pari passu with the notes
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets,”
(ii) the following text will be added to the fourth sentence of the second
paragraph between the text “amount of Notes” and “that may be purchased”: “and
such other pari
passu Indebtedness” and (iii) the following text will be added
to the sixth sentence of the second paragraph between the text “select the Notes”
and “to be purchased”: “and such other pari passu Indebtedness.”


 


(l) Section 4.11 of the Indenture will be revised as follows:
(i) the following text will be added as a new clause (p): “the
Refinancing” and (ii) the text “Holdings, Steamboat Holdings, Inc. and
their affiliates and successor entities” will replace the term “Holberg” where
it appears in clause (x) and each of the three times where it appears in
clause (z) and (iii) the text “, Holdings and Steamboat
Holdings, Inc.” will be added after the term “Holberg” in clause (bb).


 


(m) The following text will be added at the end of
Section 4.12 of the Indenture: “unless all payments due under the
Indenture and the Notes are secured on an equal and ratable basis with the
obligations so secured until such time as all such obligations are no longer
secured by a Lien.


 


(n) Section 4.20 of the Indenture, entitled “Payments for
Consent,” will be deleted in its entirety and replaced with the words
“Intentionally Omitted.” All textual references in the Indenture and the Notes
to Section 4.20 will be deleted, and all definitions in the Indenture and
the Notes exclusively related to Section 4.20 will be deleted.


 


(o) The following text will be added at the end of Section 4.21 of
the Indenture:  “Notwithstanding anything
to the contrary, the Company shall be permitted to issue, and the Subsidiary
Guarantors shall be permitted to guarantee, up to $100 million in aggregate
principal amount of 14% Senior Subordinated Second Lien Notes due 2006 issued
by the Company and guaranteed by the Subsidiary Guarantors thereof, which may
be senior in right of payment to the Notes and the Guarantees and junior in
right of payment to the New Credit Facility.”


 


 


 


3

















 


(p) The definition of “Event of Default” contained in
Section 6.1 of the Indenture will be revised as follows: the term
“Subsidiaries” contained in clause (vi) of Section 6.1 will be
changed to “Restricted Subsidiaries.”


 


4.  CORRESPONDING AMENDMENTS TO THE NOTES. 
Each Note shall be amended to make the terms of such Note consistent
with the terms of the Indenture, as amended by this Supplemental Indenture. To
the extent of any conflict between the terms of the Notes and the terms of the
Indenture, as supplemented by this Supplemental Indenture, the terms of the
Indenture, as supplemented by this Supplemental Indenture, shall govern and be
controlling.


 


5.  NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE NOTES,
THE NOTE GUARANTEES AND ANY AMENDED NOTES, AMENDED NOTE GUARANTEES,
SUPPLEMENTAL NOTES OR SUPPLEMENTAL NOTE GUARANTEES.


 


6.  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.


 


7.   EFFECT OF HEADINGS. 
The Section headings herein are for convenience only and shall not
affect the construction hereof.


 


8.  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 recitals contained herein, all of which recitals are
made solely by the Subsidiary Guarantors and the Company.


 


9.  CONFLICTS.  To the extent of any inconsistency between the terms of the
Indenture and this Supplemental Indenture, the terms of this Supplemental
Indenture will control.


 


10.  ENTIRE AGREEMENT.  This
Supplemental Indenture constitutes the entire agreement of the parties hereto
with respect to the amendments to the Indenture set forth herein.


 


[Signatures on following page]


 


 


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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: January 11, 2002


 


	
   

  	
  APCOA/STANDARD
  PARKING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  A-1 AUTO PARK, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Vice President, Treasurer

  
	
   

  	
   

  
	
   

  	
  APCOA CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Vice President, Treasurer

  
	
   

  	
   

  
	
   

  	
  CENTURY PARKING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann  

  
	
   

  	
  Title:

  	
  Vice President, Treasurer

  
	
   

  	
   

  
	
   

  	
  EVENTS
  PARKING CO., INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HAWAII
  PARKING MAINTENANCE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Vice President, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  METROPOLITAN
  PARKING SYSTEM, INC.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  	 

	
   

  	
  Name:

  	
  G. Marc Baumann

  	 

	
   

  	
  Title:

  	
  Treasurer

  	 

	
   

  	
   

  	
   

  
																								



 


 


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  S & S
  PARKING, INC.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  	 

	
   

  	
  Name:

  	
  G. Marc Baumann

  	 

	
   

  	
  Title:

  	
  Vice President, Treasurer

  	 

	
   

  	
   

  	 

	
   

  	
  SENTINEL
  PARKING CO. OF OHIO, INC.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  	 

	
   

  	
  Name:

  	
  G. Marc Baumann

  	 

	
   

  	
  Title:

  	
  Vice President, Treasurer

  	 

	
   

  	
   

  	 

	
   

  	
  SENTRY
  PARKING CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  	 

	
   

  	
  Name:

  	
  G. Marc Baumann  

  	 

	
   

  	
  Title:

  	
  Vice President, Treasurer

  	 

	
   

  	
   

  	 

	
   

  	
  STANDARD
  AUTO PARK, INC.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  	 

	
   

  	
  Name:

  	
  G. Marc Baumann  

  	 

	
   

  	
  Title:

  	
  Treasurer

  	 

	
   

  	
   

  	 

	
   

  	
  STANDARD PARKING CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  	 

	
   

  	
  Name:

  	
  G. Marc Baumann

  	 

	
   

  	
  Title:

  	
  Treasurer

  	 

	
   

  	
   

  	 

	
   

  	
  STANDARD
  PARKING CORPORATION IL

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  	 

	
   

  	
  Name:

  	
  G. Marc Baumann

  	 

	
   

  	
  Title:

  	
  Treasurer

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  TOWER
  PARKING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Vice President, Treasurer

  
	
   

  	
   

  	
   

  	 

																							



 


6

















 


	
   

  	
   

  
	
   

  	
  VIRGINIA
  PARKING SERVICE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Vice President, Treasurer

  
	
   

  	
   

  
	
   

  	
  APCOA
  BRADLEY PARKING COMPANY, LLC 

  
	
   

  	
  By:

  	
  APCOA/STANDARD PARKING,
  INC., ITS SOLE MEMBER

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial
  Officer, Treasurer

  
	
   

  	
   

  
	
   

  	
  APCOA LASALLE PARKING
  COMPANY, LLC 

  
	
   

  	
  By:

  	
  APCOA/STANDARD
  PARKING INC., ITS MANAGER

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial
  Officer, Treasurer

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE
  PARKING INDUSTRIES, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 


 


	
  STATE STREET BANK AND TRUST
   COMPANY

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Michael M. Hopkins

  	
   

  	
   

  
	
   

  	
  Name: Michael M. Hopkins

  	
   

  
	
   

  	
  Title: 
  Vice President

  	
   

  
	
   

  	
   

  
					



 


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