AFFILIATE AGREEMENT
September 11, 1998
Central Parking Corporation
0000 00xx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
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
Central ("Central Common Stock") in the manner and in the amounts described
in the Agreement.
The undersigned has been advised that before the Effective Time the
undersigned may be deemed to be an "affiliate" of Holding, and after the
Effective Time the undersigned may be deemed to be an "affiliate" of
Central, as the term "affiliate" is used in, and for purposes of,
Accounting Series Releases Nos. 130 and 135, as amended, of the Securities
and Exchange Commission (the "SEC"), although nothing contained herein
should be construed as an admission thereof or as a waiver of the right of
the undersigned to object to any claim that the undersigned is an
"affiliate" of Holdings or, after the Effective Time, Central.
In consideration of the mutual agreements, provisions and covenants
set forth in the Merger Agreement and hereinafter in this agreement, the
undersigned represents and agrees as follows:
1. Pooling Requirements. From the date which is 30 days prior
to the Effective Time until the earlier of the Effective Time or the
termination of the Merger Agreement, except as permitted below, the
undersigned will not sell, transfer or otherwise dispose of, or reduce its
interest in or risk relating to, any shares of Central Common Stock or
Holdings Common Stock presently beneficially owned by the undersigned. In
addition, except as permitted below, the undersigned will not (except to a
revocable trust of which the undersigned or members of the undersigned's
immediate family are the beneficiary) sell, transfer or otherwise dispose
of, or reduce the undersigned's interest in or risk relating to, any
Central Common Stock issued to the undersigned in the Merger or otherwise
beneficially owned by the undersigned until after such time as Central has
published (within the meaning of Accounting Series Release No. 135, as
amended, of the SEC) in an effective registration statement, an Annual
Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on
Form 8-K filed with the SEC, or any publicly disclosed quarterly earnings
report or press release or other authorized public disclosure by Central,
financial results covering at least 30 days of combined post-Merger
operations of Central and Holdings (the "Pooling Holding Period").
Nevertheless, the undersigned understands that the undersigned will be
permitted to sell, transfer or otherwise dispose of, or reduce the
undersigned's interest in or risk relating to, beginning on the date of
this agreement and ending at the expiration of the Pooling Holding Period,
an amount of Holdings Common Stock and Central Common Stock not more than
the de minimis amount permitted by the SEC in its rules and releases
relating to pooling-of-interests accounting treatment, subject to the
advance concurrence of Central and Holdings and each of their independent
auditors.
2. Rule 145. (a) Transfer Restrictions. The undersigned will
not offer, sell, pledge, transfer or otherwise dispose of any of the shares
of Central Common Stock issued to the undersigned in the Merger unless at
such time either: (i) such transaction shall be permitted pursuant to the
provisions of Rule 145 under the Securities Act of 1933, as amended (the
"Securities Act"); (ii) the undersigned shall have furnished to Central an
opinion of counsel, reasonably satisfactory to Central, or a "no action"
letter obtained by the undersigned from the staff of the SEC, to the effect
that no registration under the Securities Act would be required in
connection with the proposed offer, sale, pledge, transfer or other
disposition; or (iii) a registration statement under the Securities Act
covering the proposed offer, sale, pledge, transfer or other disposition
shall be effective under the Securities Act.
(b) Legend.
(i) The undersigned understands that all certificates
representing Central Common Stock deliverable to the undersigned pursuant
to the Merger shall bear a legend substantially as follows:
"The shares represented by this certificate may not be
offered, sold, pledged, transferred or otherwise disposed of
except in accordance with the requirements of the Securities
Act of 1933, as amended, and the other conditions specified
in the Affiliate Agreement, dated as of September 11, 1998
by and between the holder of this certificate and Central
Parking Corporation, copies of which may be inspected by the
holder of this certificate at the offices of Central Parking
Corporation, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx
00000, or furnished by Central Parking Corporation to the
holder of this certificate upon written request and without
charge."
(ii) The undersigned also understands that unless the
transfer by the undersigned of shares of Central Common Stock has been
registered under the Securities Act or is a sale made in conformity with
the provisions of Rule 145, Central reserves the right to put the following
legend on the certificates:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
were acquired from a person who received such shares in a
transaction to which Rule 145 promulgated under the
Securities Act of 1933, as amended, applies. The shares
have been acquired by the holder not with a view to, or for
resale in connection with, any distribution thereof within
the meaning of the Securities Act of 1933, as amended, and
may not be sold, pledged or otherwise transferred except in
accordance with an exemption from the registration
requirements of the Securities Act of 1933, as amended."
It is understood and agreed that the legends set forth in paragraphs
(i) and (ii) above shall be removed by delivery of substitute certificates
without such legends if the undersigned shall have delivered to Central a
copy of a "no action" letter from the staff of the SEC, or an opinion of
counsel in form and substance reasonably satisfactory to Central, to the
effect that such legends are not required for purposes of the Securities
Act.
Central, in its discretion, may cause stop transfer orders to be
placed with its transfer agent with respect to the certificates for the
shares of Central Common Stock which are required to bear the foregoing
legends.
It is understood and agreed that such legends and the stop orders
referred to above will be removed if (i) one year shall have elapsed from
the date the undersigned acquired the Central Common Stock received in the
Merger and the provisions of Rule 145(d)(2) are then available to the
undersigned, (ii) two years shall have elapsed from the date the
undersigned acquired the Central Common Stock received in the Merger and
the provisions of Rule 145(d)(3) are then applicable to the undersigned, or
(iii) Central has received either an opinion of counsel, in form and
substance reasonably satisfactory to Central, or a "no action" letter
obtained by the undersigned from the staff of the SEC, to the effect that
the restrictions imposed by Rule 145 no longer apply to the undersigned.
3. Miscellaneous.
(a) This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(b) This agreement shall be binding on the undersigned's
successors and assigns, including his heirs, executors and administrators.
(c) The undersigned has carefully read this agreement and
discussed its requirements, to the extent the undersigned believed
necessary, with the undersigned's counsel or counsel for Holdings.
(d) From and after the Effective Time and for so long as is
necessary in order to permit the undersigned to sell the Central Common
Stock held by the undersigned pursuant to Rule 145 and, to the extent
applicable, Rule 144 under the Securities Act, Central will use its
reasonable best efforts to file on a timely basis all reports required to
be filed by it pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as the same shall be in effect at
the time, referred to in Rule 144 under the Securities Act, in order to
permit the undersigned to sell, transfer or otherwise dispose of the
Central Common Stock held by the undersigned pursuant to the terms and
conditions of Rule 145 and the applicable provisions of Rule 144.
Very truly yours,
AEW PARTNERS, L.P.
By: AEW/L.P., its general partner
By: AEW, Inc., its general partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Accepted:
CENTRAL PARKING CORPORATION
By: /s/ Monroe J. Carell, Jr.
------------------------------
Name: Monroe J. Carell, Jr.
Title: Chief Executive Officer and
Chairman of the Board
