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EX-4.4
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
January 12, 1999, among APCOA LaSalle Parking Company, LLC ("LaSalle"), a
Louisiana limited liability company and wholly owned subsidiary of
APCOA/Standard Parking, Inc., a Delaware corporation (the "Company"), the
Company and State Street Bank and Trust Company, as trustee under the indenture
referred to below (the "Trustee"). Capitalized terms used herein and not defined
herein have the meaning ascribed to them in the Indenture (as defined below).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 30, 1998, as amended
as of July 6, 1998, and as further amended as of September 21, 1998, providing
for the issuance of an aggregate principal amount of $140,000,000 of 9 1/4% New
Senior Subordinated Notes due 2008 (the "New Senior Subordinated Notes");
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 New Senior Subordinated Notes pursuant to a New
Note guarantee on the terms and conditions set forth herein; 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, LaSalle and
the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the New Senior Subordinated 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 NEW NOTE GUARANTEE. LaSalle hereby agrees, jointly and
severally with all other Subsidiary Guarantors, to guarantee the Company's
Obligations under the New Senior Subordinated 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 Subsidiary Guarantor, as such,
shall have any liability for any obligations of the Company or any Subsidiary
Guarantor under the New Senior Subordinated Notes, any New Notes Guarantees,
the Indenture or this Supplemental Indenture or
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for any claim based on, in respect of, or by reasons of, such obligations or
their creation. Each Holder by accepting a New Senior Subordinated Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the New Senior Subordinated 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 LaSalle.
[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 January 12, 1999
APCOA/STANDARD PARKING INC.
By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
APCOA/LaSALLE PARKING COMPANY, LLC
By: APCOA/STANDARD PARKING, INC., as
Manager
By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
STATE STREET BANK AND TRUST COMPANY, as
Trustee
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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