Common use of Tombstone Clause in Contracts

Tombstone. Purchaser acknowledges that you may, subject to applicable securities laws, at your expense place an announcement in such newspapers and periodicals as you may choose, stating that you have acted or are acting as Dealer Manager and financial advisor to Purchaser in connection with the Exchange Offer and the Solicitation and the transactions contemplated thereby. Please indicate your willingness to act as Dealer Manager and your acceptance of the foregoing provisions by signing in the space provided below for that purpose and returning to us a copy of this Agreement so signed, whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, A-1 Auto Park, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer AP Holdings, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer APCOA Capital Corporation By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer Century Parking, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer Events Parking Co., Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer Hawaii Parking Maintenance, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer Metropolitan Parking System, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer S&S Parking, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer Sentinel Parking Co. of Ohio, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer Sentry Parking Corporation By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer Standard Auto Park, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer Standard Parking Corporation By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer Standard Parking Corporation, IL By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer Tower Parking, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer Virginia Parking Service, Inc. By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President, Treasurer APCOA ▇▇▇▇▇▇▇ Parking Company, LLC By: APCOA/Standard Parking, Inc., its Sole Member By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer, Treasurer APCOA LaSalle Parking Company, L.L.C. By: APCOA/Standard Parking Inc., its Manager By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer, Treasurer Executive Parking Industries, L.L.C. By: APCOA/Standard Parking, Inc., its Manager By: -------------------------------------------------- Name: G. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer, Treasurer Accepted as of the date first above written: CREDIT SUISSE FIRST BOSTON CORPORATION By: -------------------------------------------------- Name: Title: Exhibit A Offering Circular Exhibit B Letter of Transmittal Matters to be Addressed in the Opinion of ▇▇▇▇▇▇ ▇▇▇▇▇, Esq. a) Each of Purchaser and the Guarantors is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its businesses or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or to be in good standing, considering all such cases in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Purchaser and all of its subsidiaries, taken as a whole. b) Purchaser has full corporate power and authority to take and has duly taken all necessary corporate action to authorize (i) the Exchange Offer and the Solicitation, (ii) the exchange by Purchaser of Old Bonds and, in certain cases, cash for New Bonds and Preferred Stock pursuant to the Exchange Offer and the consummation of the other transactions contemplated thereby, subject to the filing of the Certificate of Designation with the state of Delaware, and (iii) the execution, delivery and performance of this Agreement, and this Agreement has been duly executed and delivered on behalf of Purchaser and, assuming due authorization, execution and delivery of this Agreement by Credit Suisse First Boston Corporation, is a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditor's rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law) and except as rights to indemnity and contribution may be limited by federal or state laws or as being against public policy. c) The Exchange Offer and the Solicitation, the exchange of Old Bonds and, in certain cases, cash by Purchaser for New Bonds and Preferred Stock pursuant to the Exchange Offer and the consummation of the other transactions contemplated thereby, and the execution, delivery and performance of this Agreement by Purchaser and the Guarantors, do not and will not (i) conflict with or result in a violation of any of the provisions of the certificate of incorporation or by-laws (or similar organizational documents) of Purchaser or any of its subsidiaries, (ii) conflict with or violate in any material respect any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any property or asset of Purchaser or any of its subsidiaries is or may be bound, except to the extent that such conflict or violation would not reasonably be expected to have a Material Adverse Effect on Purchaser and all of its subsidiaries taken as a whole or (iii) result in a breach of any of the material terms or provisions of, or constitute a default (with or without due notice and/or lapse of time) under, any loan or credit agreement, indenture, mortgage, note or other agreement or instrument to which Purchaser or any of its subsidiaries is a party or by which any of them or any of its properties or assets is or may be bound, except to the extent that such breach or default would not reasonably be expected to have a Material Adverse Effect on Purchaser and all of its subsidiaries taken as a whole. d) The Exchange Offer and the Consent Solicitation, the exchange by Purchaser of Old Bonds and, in certain cases, cash for New Bonds and Preferred Stock pursuant to the Exchange Offer and the consummation of the other transactions contemplated thereby, and the execution, delivery and performance of this Agreement by Purchaser and the Guarantors, comply and will comply in all material respects with all applicable requirements of Federal, state and local law, (other than U.S. federal and state securities or "blue sky" laws and regulations as to which we do not express any opinion), any applicable regulations of Other Agencies (other than the Commission or Other Agencies that regulate securities as to which we do not express any opinion), and all applicable judgments, orders or decrees, and no consent authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, any Other Agencies is required (other than the Commission or Other Agencies that regulate securities, as to which we do not express any opinion) in connection with the execution, delivery and performance of this Agreement by Purchaser or any of the Guarantors, the making or consummation by Purchaser of the Exchange Offer and the Solicitation or the consummation of the other transactions contemplated by this Agreement or the Offering Circular, except where the failure to obtain or make such consent, authorization, approval, order, exemption, registration, qualification or other action or filing or notification would not materially adversely affect the ability of Purchaser to execute, deliver and perform this Agreement or to commence and consummate the Exchange Offer or the Solicitation in accordance with their respective terms. e) Except as expressly disclosed in the Offering Circular, no stop order, restraining order or denial of an application for approval has been issued and no investigation, proceeding or litigation has been commenced or, to such counsel's knowledge threatened before the Commission or any Other Agency with respect to the making or consummation of the Exchange Offer and the Solicitation and the other transactions contemplated thereby or the consummation of the other transactions contemplated by this Agreement or the Exchange Offer and Consent Solicitation Material or with respect to the ownership of the Bonds by Purchaser, the Guarantors or any of their respective subsidiaries. f) To such counsel's knowledge, Purchaser has no knowledge of any material fact or information concerning Purchaser or any of its subsidiaries, or the operations, assets, condition (financial or otherwise) of Purchaser or any of its subsidiaries, that is required to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public through the Exchange Offer and Consent Solicitation Material or otherwise. g) The statements under the captions "Business Government Regulation" and "Business Legal Proceedings" in the Offering Circular, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present in all material respects such legal matters, documents and proceedings. Such counsel shall also advise that no facts have come to its attention which has caused it to believe that the Exchange Offer and Consent Solicitation Materials (apart from the financial information contained or incorporated by reference therein, as to which such counsel expresses no opinion) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Matters to be Addressed in the Opinion of White & Case LLP a) None of (i) the issuance, sale and delivery by Purchaser of the New Bonds and Preferred Stock pursuant to the Exchange Offer, (ii) the execution and delivery of the Agreement, (iii) the compliance by Purchaser with the terms and provisions thereof or (iv) the consummation by Purchaser of the Transactions (as defined in the Offering Circular), will conflict with, constitute a default under, or violate any New York State law or Delaware corporation law or United States federal law or regulation which are explicitly and normally applicable to transactions of the type contemplated by the Exchange Offer, except where such conflict or default would not reasonably be expected to have a Material Adverse Effect on Purchaser and all of its subsidiaries taken as a whole. No consent, approval, authorization, order, license, registration or qualification of or with any governmental agency or body is required for the issue and sale by Purchaser of the New Bonds or Preferred Stock pursuant to the Exchange Offer, the solicitation of Consents or the consummation by Purchaser of the other Transactions (as defined in the Offering Circular) or as contemplated by the Registration Rights Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act, the Securities Exchange Act and the Trust Indenture Act and state securities or Blue Sky laws in connection with the exchange of Old Bonds for New Bonds and Preferred Stock, except where the failure to obtain such consent, approval, authorization, order, license, registration or qualification would not reasonably be expected to have Material Adverse Effect on Purchaser and all of its subsidiaries taken as a whole. b) Except as expressly disclosed in the Offering Circular, to such counsel's knowledge no stop order, restraining order or denial of an application for approval has been issued and no investigation, proceeding or litigation has been commenced or threatened before the Commission or any Other Agency with respect to the making or consummation of the Exchange Offer and the Solicitation or the consummation of the other transactions contemplated by this Agreement or the Offering Circular or with respect to the ownership of the Bonds by Purchaser or any of their respective subsidiaries. c) None of Purchaser or the Guarantors is, or will be as a result of the exchange by Purchaser of Old Bonds for New Bonds and Preferred Stock pursuant to the terms of the Exchange Offer, an "investment company" under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder. d) The Exchange Offer and Consent Solicitation Material, taken as a whole, comply with Rule 14e-1 under the Exchange Act. e) The Indentures conform in all material respects to the requirement of the TIA and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder.* f) The statements set forth in the Offering Circular under the caption "Description of Notes," insofar as it purports to constitute a summary of the terms of the New Bonds, the New Indenture, the Registration Rights Agreement and the Subsidiary Guarantee, fairly summarize in all material respects the terms thereof.* The statements contained in the section of the Offering Circular captioned "Certain U.S. Federal Income Tax Considerations," to the extent such statements constitute matters of the U.S. Federal income tax law and legal conclusions with respect thereto, are accurate in all material respects. g) The Preferred Stock has been duly authorized and, upon payment and delivery in accordance with the Dealer Manager Agreement will be validly issued, fully paid and non-assessable. h) The New Bonds have been duly authorized and validly executed and delivered by the Company. When the New Bonds have been issued, executed and authenticated in accordance with the provisions of the New Indenture and delivered to and exchanged for by the Holders of the Old Bonds in accordance with the terms of the Exchange Offer, the New Bonds will be entitled to the benefits of the New Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) equitable principles of general applicability (whether considered in a proceeding in equity or at law).* i) The New Registered Bonds have been duly authorized by the Company. When the New Registered Bonds are issued, executed and authenticated in accordance with the terms of the Registered Exchange Offer and the New Indenture, the New Registered Bonds will be entitled to the benefits of the New Indenture and will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.* j) The Subsidiary Guarantee endorsed on the New Bonds by each Guarantor has been duly authorized, executed and delivered by each such Guarantor, is entitled to the benefits of the New Indenture and is the valid and binding obligation of such Guarantor, enforceable against such