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EXHIBIT 10.3
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c/o Allright Parking Corporation
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Allright Holdings, Inc.
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September 21, 1998
Central Parking Corporation
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Central Merger Sub, Inc.
c/o Central Parking Corporation
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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, 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, as to which the undersigned
is a stockholder (the "Stockholder").
The undersigned represents and warrants that as of the date
hereof the undersigned is the record and beneficial holder of ______ shares of
Holdings' common stock (the "Holdings Common Stock"), representing approximately
____% of the shares of the Holdings Common Stock outstanding (on a fully-diluted
basis), and does not have beneficial ownership in any other shares of
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Holdings Common Stock. 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 Holdings Common Stock set forth above.
In order to induce Central and Central Sub to enter into the
Agreement, the undersigned has executed and delivered this letter agreement to
Central and Central Sub. Pursuant to this letter agreement, the undersigned
agrees that, at any meeting of the stockholders of Holdings called with respect
to the merger of Holdings with and into Central Sub, with Central Sub 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 Holdings 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, except in the event that any of such agreements are
amended in a manner adverse to the rights of the undersigned. The undersigned
may vote on all other matters in its sole discretion. The undersigned, as the
holder of voting stock of Holdings shall be present, in person or by proxy, at
all meetings of stockholders of Holdings called with respect to the Merger, the
Issuance and the Agreement, and at any adjournment thereof, so that all of the
Holdings Common Stock shall be counted for the purpose of determining the
presence of a quorum at such meetings. This letter agreement is intended to bind
the undersigned only with respect to the voting of the Holdings Common Stock as
a stockholder of Holdings, and shall not prohibit the undersigned from acting in
accordance with the undersigned's fiduciary duties as an officer or director of
Holdings.
The undersigned hereby agrees not to vote the Holdings Common
Stock that the undersigned is entitled to vote in connection with any matter
submitted to a vote of the Holdings stockholders in a manner which would prevent
or delay the consummation of the transactions contemplated by the Agreement.
The undersigned hereby represents and warrants that (a) this
letter agreement has been duly executed and delivered by the undersigned and is
a valid and binding agreement of the undersigned, enforceable against the
undersigned in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency or other similar laws relating to or affecting
creditors' rights generally and by general equity principles, and (b) the
execution and delivery by the
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undersigned of this letter agreement does not, and the consummation of the
transactions contemplated hereby, and the performance of the obligations which
the undersigned is obligated to perform hereunder will not violate or conflict
with any restriction of any kind or character to which the undersigned is
subject which would prevent or significantly restrict or delay the consummation
of the transactions contemplated hereby, and the undersigned hereby 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 Central and Central Sub 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 Central or Central Sub
under this letter agreement shall be sent to:
Central Parking Corporation
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Attn: Monroe J. Carell, Jr.
with copy to:
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1800 First American Center
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Attn: ▇▇▇▇ Manner
This letter 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.
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Very truly yours,
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ALLRIGHT HOLDINGS, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
Accepted and agreed as of
the date first written above:
CENTRAL PARKING CORPORATION
By:
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Name: Monroe J. Carell, Jr.
Title: Chief Executive Officer and Chairman
of the Board
CENTRAL MERGER SUB, INC.
By:
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Name: Monroe J. Carell, Jr.
Title: Chief Executive Officer
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