AMENDMENT
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EXHIBIT 4.4.1
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 Tennes see
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 Founda tion, 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.
WITNESSETH
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 agree
ments of the Company, Central Sub and Holdings contained in the Merger Agree
ment 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".
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(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 Com pany, 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
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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 Under writing
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."
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(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.
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IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.
CENTRAL PARKING CORPORATION
By:
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Name: Monroe J. Carell, Jr.
Title: Chief Executive Officer
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:
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Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
MONROE CARELL, JR. 1994 GRANTOR
RETAINED ANNUITY TRUST
By:
------------------------------
Name: Monroe Carell, Jr.
Title: Trustee U/A Monroe Carell, Jr. dated 9/22/94
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MONROE CARELL, JR. 1995 GRANTOR
RETAINED ANNUITY TRUST
By:
---------------------------------
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:
---------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
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:
---------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
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By:
---------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
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:
---------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
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THE 1996 CARELL GRANDCHILDREN'S TRUST F/B/O
XXXXXXX CARELL XXXXXXX
By:
---------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
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:
---------------------------------
Name: L. Xxxxx Xxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
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By:
---------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Co-Trustee U/A Monroe Carell, Jr. dated 2/20/96
By:
---------------------------------
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:
---------------------------------
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:
---------------------------------
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
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By:
---------------------------------
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:
---------------------------------
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:
---------------------------------
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:
---------------------------------
Name: M. Xxxx Xxxxxx, Xx.
Title: Executive Vice President
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THE MONROE CARELL, JR. FOUNDATION
By:
---------------------------------
Name: Monroe J. Carell, Jr.
Title: President
THE XXXXXXX CARELL XXXXX FOUNDATION
By:
---------------------------------
Name: Xxxxxxx Carell Xxxxx
Title: Chairman, Board of Trustees
THE XXXXX CARELL XXXXXXX FOUNDATION
By:
---------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Chairman, Board of Trustees
THE XXXXX CARELL XXXXXXX FOUNDATION
By:
---------------------------------
Name: Xxxxx Carell Xxxxxxx
Title: Chairman, Board of Trustees
1997 CARELL XXXXXXXXX XXXXX TRUST
By:
---------------------------------
Name: L. Xxxxx Xxxxxx
Title: Trustee U/A Xxxxxxx Carell Xxxxx and
Xxxxx X. Xxxxx dated 12/23/97
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1997 XXXXX XXXXXXXX XXXXX TRUST
By:
---------------------------------
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:
---------------------------------
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:
---------------------------------
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:
---------------------------------
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:
---------------------------------
Name: L. Xxxxx Xxxxxx
Title: Trustee U/A Xxxxx Carell Xxxxxxx and
Xxxxxx X. Xxxxxxx dated 12/23/97
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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:
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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:
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Name: Xxxx Xxxxxxxx
Title: Vice President
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