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...
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"), (ii) Apollo Real Estate Investment
Fund II, L.P., a Delaware limited partnership (together with its
Affiliates, "Apollo"), (iii) AEW Partners, L.P., a Delaware limited
partnership (together with its Affiliates, "AEW"), and (iv) Monroe J.
Carell, Jr., The Monroe Carell, Jr. Foundation, Monroe Carell, Jr. 1995
Grantor Retained Annuity Trust, Monroe Carell, Jr. 1994 Grantor Retained
Annuity Trust, The Carell Children's Trust, The 1996 Carell Grandchildren's
Trust, The Carell Family Grandchildren 1990 Trust, The Xxxxxxx Carell Xxxxx
Foundation, The Xxxxx Carell Xxxxxxx Foundation, The Xxxxx Carell Xxxxxxx
Foundation, 1997 Carell Xxxxxxxxx Xxxxx Trust, 1997 Xxx Xxxxx Xxxxxxx
Trust, 1997 Xxxxx Xxxxxx Xxxxxxx Trust, 1997 Xxxxxxx Carell Xxxxxxx Trust,
1997 Xxxxx Xxxxxxxx Xxxxx Trust and 1997 Xxxxxx Xxxxxx Xxxxxxx Trust
(together with their respective Affiliates other than the Company, the
"Carell Holders"). Capitalized terms used herein without definition have
the terms ascribed to them in the Registration Rights 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 covenants and agreements
of the Company, Central Sub and Holdings contained in the Merger Agreement
and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. The Registration Rights Agreement is amended in the following
respects:
(a) The definition of "Shelf Registration Date" is modified by
changing the word "nine" in clause (ii) thereof to "fifteen".
(b) Section 3(a)(i) is modified by restating the first sentence
thereof as follows: "At any time after the Publication Date and before the
date fifteen months following the Publication Date (the "Initial
Underwriting Notice Period"), the Carell Holders, or Allright Holders
owning at least 80% of the Registrable Securities then owned by all the
Allright Holders, shall have the right to demand, by written notice (the
"Initial Underwriting Notice"), the Company to use its reasonable best
efforts to register under the Securities Act up to the Initial Underwriting
Amount for such Holder or Holders of Registrable Securities for resale by
such Holder or Holders in an Underwritten Offering (the "Initial
Underwriting"); provided, that the Initial Underwriting Notice may only be
given during the first nine months following the Publication Date if either
(x) it is joined in by Allright Holders owning at least 80% of the
Registrable Securities then owned by all the Allright Holders or (y) the
average sale price of the Common Stock for all trades on the New York Stock
Exchange during the thirty trading day period ending on the trading day
prior to the giving of the Initial Underwriting Notice shall be not less
than $35.00 (as equitably adjusted for any stock splits, stock dividends,
stock combinations or similar transactions)."
(c) Section 3(c)(i) is modified by restating the final sentence
thereof as follows: "All Demand Rights under this Section 3(c)(i) shall
expire immediately after an Extra Underwriting Notice is properly delivered
to the Company, but shall be subject to the reinstatement provisions
contained in Section 3(g).
(d) Section 3(c) is modified by adding the following clause
(ii), by renumbering the existing clause (ii) as clause (iii) and by making
conforming changes to existing references to clause (ii):
"(ii) In the event that, as of the date of the giving of the
Second Extra Underwriting Notice referred to below, either Apollo or AEW
shall have failed to receive gross proceeds of at least its Initial
Underwriting Amount from selling Registrable Securities or the Carell
Holders shall have failed to receive gross proceeds of at least $100
million from selling Registrable Securities, each of (A) AEW and/or Apollo,
if AEW and/or Apollo shall have failed to receive such gross proceeds,
together with all other Allright Holders who have failed to sell that
amount of Registrable Securities equal to at least their respective Initial
Underwriting Amounts, by agreement of Allright Holders owning at least 60%
of the Registrable Securities then owned by all the Allright Holders, and
(B) the Carell Holders, if they have failed to receive gross proceeds of at
least their Initial Underwriting Amount, shall have a Demand Right, at any
time commencing on the Extra Underwriting End Date, by written notice (a
"Second Extra Underwriting Notice"), the Company to use its reasonable best
efforts to register under the Securities Act up to the Initial Underwriting
Amount of such Holder or Holders, less the amount of gross proceeds
received by, or the amount of Registrable Securities sold by, such Holder
in the Initial Underwriting and the Extra Underwriting, if any, and in any
other sales of Registrable Securities after the Shelf Registration Date,
for resale by such Holder or Holders in an Underwritten Offering (the
"Second Extra Underwriting"). In the event that one or more of such
Holders deliver the Second Extra Underwriting Notice, the Company shall
then promptly mail a Company Notice to all other Holders who shall have
failed to receive gross proceeds of at least their respective Initial
Underwriting Amounts, or to sell that amount of Registrable Securities
equal to at least their respective Initial Underwriting Amounts, and then
each such other Holder may then elect to participate in the Second Extra
Underwriting by delivering to the Company, within fifteen days after such
Company Notice is given, a written notice specifying the number of
Registrable Securities such Holders wish to have registered for resale in
the Second Extra Underwriting up to but not exceeding such Holder's Initial
Underwriting Amount, less the amount of gross proceeds received by such
Holder, or that amount of Registrable Securities sold by such Holder, in
the Initial Underwriting and the Extra Underwriting, if any, and in any
other sales of Registrable Securities after the date hereof. The Company
shall use its reasonable best efforts to promptly (but in no event later
than fifteen Business Days after receipt of the Second Extra Underwriting
Notice) supplement or amend the Shelf, including the Method of Distribution
or similar section therein, or, in the event that the Shelf shall not have
been filed, to promptly process, file and cause to become effective a
Registration Statement on Form S-3, in order to cover registration of the
resale of all of the Registrable Securities properly requested to be
registered pursuant to this Section 3(c)(ii) by the Holders. All Demand
Rights under this Section 3(c)(ii) shall expire immediately after an Second
Extra Underwriting Notice is properly delivered to the Company, but shall
be subject to the reinstatement provisions contained in Section 3(g);
provided, however, that (x) if Carell Holders give the Second Extra
Underwriting Notice and none of the Allright Holders elect to participate
in the Second Extra Underwriting, the Allright Holders shall retain their
Demand Right under this Section 3(c)(ii) and (y) if Allright Holders give
the Second Extra Underwriting Notice and none of the Carell Holders elect
to participate in the Second Extra Underwriting, the Carell Holders shall
retain their Demand Right under this Section 3(c)(ii) ."
(e) Section 3(e)(ii) is modified by the addition of the
following sentence at the end thereof: "The foregoing provisions of this
Section 3(e)(ii) shall also apply for the benefit of the Holders to the
Second Extra Underwriting."
(f) Section 4 is modified by changing the reference to "180" in
the proviso thereof to "90".
(g) Section 6(a) is modified by changing the reference to "180"
in the proviso thereof to "90".
(h) Section 7 is modified by changing the reference to "180" in
the last sentence of the last paragraph thereof to "90".
(i) Section 8 is modified by deleting the word "and" and
substituting "," in the first sentence thereof and by adding the phrase
"and the Second Extra Underwriting" after the phrase "Extra Underwriting"
in the first sentence thereof.
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 Registration Rights 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, the parties have executed this Amendment as
of the date first written above.
CENTRAL PARKING CORPORATION
By: /s/ Monroe J. Carell, Jr.
----------------------------------------------
Name: Monroe J. Carell, Jr.
Title: Chief Executive Officer
MONROE J. CARELL, JR.
/s/ Monroe J. Carell, Jr.
-------------------------------------------------
THE CARELL CHILDREN'S TRUST
By: Equitable Trust Company, Successor Trustee
U/A Monroe Carell, Jr. dated 10/30/87
By: /s/ M. Xxxx Xxxxxx, Xx.
----------------------------------------------
Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
MONROE CARELL, JR. 1994 GRANTOR
RETAINED ANNUITY TRUST
By: /s/ Monroe J. Carell, Jr.
----------------------------------------------
Name: Monroe Carell, Jr.
Title: Trustee U/A Monroe Carell, Jr.
dated 9/22/94
MONROE CARELL, JR. 1995 GRANTOR
RETAINED ANNUITY TRUST
By: /s/ Monroe J. Carell, Jr.
----------------------------------------------
Name: Monroe Carell, Jr.
Title: Trustee U/A Monroe Carell, Jr.
dated 2/7/95
THE 1996 CARELL GRANDCHILDREN'S TRUST
F/B/O XXXXX XXXXXX XXXXXXX
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxxxx Carell Xxxxx
----------------------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
THE 1996 CARELL GRANDCHILDREN'S TRUST
F/B/O CARELL XXXXXXXXX XXXXX
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxxxx Carell Xxxxx
----------------------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
THE 1996 CARELL GRANDCHILDREN'S TRUST
F/B/O XXXXX XXXXXXXX XXXXX
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxxxx Carell Xxxxx
----------------------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
THE 1996 CARELL GRANDCHILDREN'S TRUST F/B/O
XXXXXXX CARELL XXXXXXX
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxxxx Carell Xxxxx
----------------------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
THE 1996 CARELL GRANDCHILDREN'S TRUST F/B/O
XXXXXX XXXXXX XXXXXXX
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxxxx Carell Xxxxx
----------------------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr.
dated 2/20/96
THE CARELL FAMILY GRANDCHILDREN 1990 TRUST
F/B/O XXXXX XXXXXX XXXXXXX
By: Equitable Trust Company, Successor Trustee
U/A Monroe Carell, Jr. dated 12/26/90
By: /s/ M. Xxxx Xxxxxx, Xx.
----------------------------------------------
Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
THE CARELL FAMILY GRANDCHILDREN 1990 TRUST
F/B/O XXXXXX XXXXXX XXXXXXX
By: Equitable Trust Company, Successor Trustee
U/A Monroe Carell, Jr. dated 12/26/90
By: /s/ M. Xxxx Xxxxxx, Xx.
----------------------------------------------
Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
THE CARELL FAMILY GRANDCHILDREN 1990 TRUST
F/B/O CARELL XXXXXXXXX XXXXX
By: Equitable Trust Company, Successor Trustee
U/A Monroe Carell, Jr. dated 12/26/90
By: /s/ M. Xxxx Xxxxxx, Xx.
----------------------------------------------
Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
THE CARELL FAMILY GRANDCHILDREN 1990 TRUST
F/B/O XXXXX XXXXXXXX XXXXX
By: Equitable Trust Company, Successor
Trustee U/A Monroe Carell, Jr.
dated 12/26/90
By: /s/ M. Xxxx Xxxxxx, Xx.
----------------------------------------------
Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
THE CARELL FAMILY GRANDCHILDREN 1990 TRUST
F/B/O XXXXXXX CARELL XXXXXXX
By: Equitable Trust Company, Successor Trustee
U/A Monroe Carell, Jr. dated 12/26/90
By: /s/ M. Xxxx Xxxxxx, Xx.
----------------------------------------------
Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
THE CARELL FAMILY GRANDCHILDREN 1990 TRUST
F/B/O XXX XXXXX XXXXXXX
By: Equitable Trust Company, Successor
Trustee U/A Monroe Carell, Jr.
dated 12/26/90
By: /s/ M. Xxxx Xxxxxx, Xx.
----------------------------------------------
Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
THE MONROE CARELL, JR. FOUNDATION
By: /s/ Monroe J. Carell, Jr.
----------------------------------------------
Name: Monroe J. Carell, Jr.
Title: President
THE XXXXXXX CARELL XXXXX FOUNDATION
By: /s/ Xxxxxxx Carell Xxxxx
----------------------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Chairman, Board of Trustees
THE XXXXX CARELL XXXXXXX FOUNDATION
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Chairman, Board of Trustees
THE XXXXX CARELL XXXXXXX FOUNDATION
By: /s/ Xxxxx Carell Xxxxxxx
----------------------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Chairman, Board of Trustees
1997 CARELL XXXXXXXXX XXXXX TRUST
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Trustee U/A Xxxxxxx Carell Xxxxx and
Xxxxx X. Xxxxx dated 12/23/97
1997 XXXXX XXXXXXXX XXXXX TRUST
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Trustee U/A Xxxxxxx Carell Xxxxx and
Xxxxx X. Xxxxx dated 12/23/97
1997 XXXXXXX CARELL XXXXXXX TRUST
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Trustee U/A Xxxxx Carell Xxxxxxx and
Xxxxx X. Xxxxxxx dated 12/23/97
1997 XXX XXXXX XXXXXXX TRUST
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Trustee U/A Xxxxx Carell Xxxxxxx and
Xxxxx X. Xxxxxxx dated 12/23/97
0000 XXXXXX XXXXXX XXXXXXX TRUST
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Trustee U/A Xxxxx Carell Xxxxxxx and
Xxxxxx X. Xxxxxxx dated 12/23/97
1997 XXXXX XXXXXX XXXXXXX TRUST
By: /s/ L. Xxxxx Xxxxxx
----------------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Trustee U/A Xxxxx Carell Xxxxxxx and
Xxxxxx X. Xxxxxxx dated 12/23/97
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.,
its general partner
By: Apollo Real Estate Capital Advisors II,
Inc., its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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
