AMENDMENT
AMENDMENT, dated as of January 5, 1999 (this "Amendment"), to the
AGREEMENT AND PLAN OF MERGER, dated as of September 21, 1998 (the "Merger
Agreement"), among Central Parking Corporation ("Central"), a Tennessee
corporation, Central Merger Sub, Inc. ("Central Sub"), a Delaware
corporation and wholly owned subsidiary of Central, Allright Holdings, Inc.
("Holdings"), a Delaware corporation and the sole shareholder of Allright
Corporation ("Allright"), a Delaware corporation, Apollo Real Estate
Investment Fund II, L.P. ("Apollo"), a Delaware limited partnership and AEW
Partners, L.P. ("AEW"), a Delaware limited partnership. Capitalized terms
used herein without definition have the terms ascribed to them in the
Merger Agreement.
W I T N E S S E T H
WHEREAS, the parties to the Merger Agreement have determined to
amend it in certain respects and the parties to the Registration Rights
Agreement have determined to amend it in certain respects, all such parties
representing that they have obtained all necessary approvals to do so;
Now, therefore, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
1. The Merger Agreement is amended by restating Section 7.1(c) as
follows: "by Holdings or Central upon notice given to the other if the
Closing shall not have taken place on or before the earlier to occur of
February 19, 1999 or the date 23 business days following the Form S-4 being
declared effective by the SEC (or such later date as Holdings and Central
shall have agreed); provided that the failure of the Closing to occur on or
before such date is not the result of the breach of the covenants,
agreements, representations or warranties hereunder of the party seeking
such termination, and provided further that if the Closing has not taken
place due solely to the fact that the waiting period under the HSR Act
shall not have expired or been terminated, the required date of the Closing
may be extended at the option of either Holdings or Central to no later
than March 20, 1999; or"
2. This Amendment may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
3. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware applicable to contracts made and to
be performed wholly within that State.
4. Except to the extent specifically modified in this Amendment, all
of the terms and provisions of the Merger Agreement, and the parties'
respective rights thereunder, shall remain in full force and effect and
shall be deemed to apply to this Amendment.
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: Chairman
CENTRAL MERGER SUB, INC.
By: /s/ Monroe J. Carell, Jr.
Name: Monroe J. Carell, Jr.
Title: Chairman
ALLRIGHT HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P., its
managing general partner
By: Apollo Real Estate Capital Advisors II, Inc.,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
AEW PARTNERS, L.P.
By: AEW/L.P., its general partner
By: AEW, Inc., its general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
