1
EXHIBIT 10.2
---------------------
Central Parking Corporation
0000 00xx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
September 21, 1998
Allright Holdings, Inc.
x/x Xxxxxx Xxxx Xxxxxx Xxxxxxxxxx Xxxx XX, X.X.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Apollo Real Estate Investment Fund II, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
AEW Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of
September 21, 1998 (the "Agreement"), by and among Central Parking Corporation
("Central"), a Tennessee corporation as to which the undersigned is a
stockholder (the "Stockholder"), Central Merger Sub, Inc. ("Central Sub"), a
Delaware corporation and a wholly-owned subsidiary of Central, 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.
The undersigned represents and warrants that as of the date hereof the
undersigned is the record and beneficial holder of ___________ shares of
Central's common stock (the "Central Common Stock"), representing approximately
_____% of the shares of the Central Common Stock outstanding. The undersigned
represents and warrants that as of the date hereof the undersigned has sole
power to direct the voting and disposition of such shares of Central Common
Stock set forth above.
In order to induce Holdings to enter into the Agreement, the
undersigned has executed and delivered this letter agreement to Holdings, Apollo
Real Estate Investment Fund II, L.P. and AEW Partners, L.P. Pursuant to this
letter agreement, the undersigned
2
agrees that, at any meeting of the stockholders of Central called with respect
to the merger of Holdings with and into Central Sub, with Holdings being the
surviving corporation, pursuant to the Agreement (the "Merger"), the issuance of
shares of Central's common stock pursuant thereto (the "Issuance"), and the
Agreement, and at any adjournment thereof, and with respect to any consent
solicited with respect to the Merger, the Issuance and the Agreement, the
undersigned shall vote the Central Common Stock that the undersigned is then
entitled to vote in favor of approval of the merger, the Issuance, the Agreement
and any matter which could reasonably be expected to facilitate the Merger and
such other transactions. The undersigned may vote on all other matters in its
sole discretion. The undersigned, as the holder of voting stock of Central,
shall be present, in person or by proxy, at all meetings of stockholders of
Central called with respect to the Merger, the Issuance and the Agreement, and
at any adjournment thereof, so that all of the Central Common Stock shall be
counted for the purpose of determining the presence of a quorum at such
meetings. The undersigned also agrees not to vote the Central Common Stock that
the undersigned is then entitled to vote in connection with any matter submitted
to a vote of the Central stockholders in a manner which would prevent or delay
the consummation of the transaction contemplated by the agreement.
The undersigned hereby represents and warrants that the representations
and warranties of Central and Central Sub under Sections 4.2(b) and 4.4 of the
Agreement, as such sections relate to the undersigned, are true, accurate and
correct in all material respects as of the date hereof, and covenants that if
such representations and warranties cease to be true, accurate and correct in
all material respects at or prior to the Closing, the undersigned will
immediately notify Holdings in writing of the facts and circumstances which led
to such representation no longer being true, accurate and correct in all
material respects.
Any notices required to be sent to Holdings under this letter agreement
shall be sent to:
Allright Holdings, Inc.
x/x Xxxxxx Xxxx Xxxxxx Xxxxxxxxxx Xxxx XX, X.X.
0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
with copies to:
AEW Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Facsimile: (000) 000-0000
2
3
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxx
Facsimile: (000) 000-0000
Xxxxxxx, Procter & Xxxx
Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx Xxxxxx Xxxxxx
Facsimile: (000) 000-0000
This letter agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to principles of
conflicts of laws thereof and shall be binding upon all beneficiaries, heirs at
law, distributees, successors, assigns and legal representatives of the
undersigned. This letter agreement may be executed in counterparts, each of
which shall be deemed an original, but which together constitute one and the
same instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
3
4
Very truly yours,
----------------------------------
By:
-------------------------------
-----------------------
CENTRAL PARKING CORPORATION
By:
-------------------------------
Name:
Title:
Accepted and agreed as of
the date first written above:
ALLRIGHT HOLDINGS, INC.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
4
5
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:
-----------------------------------------
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:
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
5
