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EXHIBIT 2.1.1
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 Xxxx xxxx
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.
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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.
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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:_________________________
Name:
Title:
CENTRAL MERGER SUB, INC.
By:_________________________
Name:
Title:
ALLRIGHT HOLDINGS, INC.
By:__________________________
Name:
Title:
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:__________________________
Name:
Title:
AEW PARTNERS, L.P.
By: AEW/L.P., its general partner
By: AEW, Inc., its general partner
By:__________________________
Name:
Title:
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