Aew L P Sample Contracts

Aew L P – EXHIBIT F (August 11th, 1999)

Aew L P – JOINT FILING AGREEMENT (August 11th, 1999)

Aew L P – EXHIBIT E (August 11th, 1999)

Aew L P – 1 EXHIBIT C (August 11th, 1999)

Aew L P – AMENDMENT NO. 1 TO SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (August 11th, 1999)

Aew L P – EXHIBIT 6 AGREEMENT OF JOINT FILING AEW Partners, L.P., AEW/L.P., and AEW, Inc. agree that the Statement on Schedule 13D to which this Agreement is attached as an exhibit, and all future amendments to this Statement, shall be filed on behalf of each of ... (March 29th, 1999)

Aew L P – IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the authorized officers of the parties hereto on the date first above written. CENTRAL PARKING CORPORATION By: /s/ Monroe J. Carell, Jr. Name: Monroe J. Carell, Jr. Title: ... (March 29th, 1999)

Aew L P – AMENDMENT AMENDMENT, dated as of January 5, 1999 (this "Amendment"), to REGISTRATION RIGHTS AGREEMENT, dated as of September 21, 1998 (the "Registration Rights Agreement"), among (i) Central Parking Corporation, a Tennessee corporation (the "Company"), ... (March 29th, 1999)

Aew L P – AFFILIATE AGREEMENT September 11, 1998 Central Parking Corporation 2401 21st Avenue South Nashville, TN 37212 (March 29th, 1999)

Ladies and Gentlemen: An Agreement and Plan of Merger, dated as of September 21, 1998 (the "Merger Agreement"), has been entered into by and among Central Parking Corporation ("Central"), a Tennessee corporation, Central Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Central ("Sub"), Apollo Real Estate Investment Fund II, L.P., a Delaware limited partnership, AEW Partners, L.P., a Delaware limited partnership, and Allright Holdings, Inc. ("Holdings"), a Delaware corporation. Pursuant to the Agreement, Sub will merge with and into Holdings, Holdings will become a wholly-owned subsidiary of Central and the stockholders of Holdings will become stockholders of Central (the "Merger"). In accordance with the Agreement, shares of common stock, $0.01 par value per share, of Holdings ("Holdings Common Stock") owned by the undersigned at the Effective Time (as defined in the Agreement) shall be converted into shares of common stock, $0.01 par value per share, of Centra