1
COMMON SECURITIES SUBSCRIPTION AGREEMENT
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of March
18, 1998 (this "Agreement"), between Central Parking Finance Trust, a statutory
business trust organized under the laws of the State of Delaware (the "Trust"),
and Central Parking Corporation, a Delaware corporation (the "Buyer"), relating
to the Trust's 5 1/4% Common Securities (liquidation amount $25 per common
security) representing undivided beneficial interests in the Trust (the "Common
Securities").
WHEREAS, the Buyer, as sponsor of the Trust, desires to
purchase from the Trust, and the Trust desires to sell to the Buyer, certain of
the Trust's securities.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Buyer hereby subscribes for and offers to
purchase and the Trust hereby accepts such offer and agrees to issue and sell to
the Buyer:
(a) contemporaneous with the Closing Date (as defined in the Purchase
Agreement, dated March 18, 1998, among the Buyer, the Trust and each of
the underwriters named therein), 123,711 Common Securities with an
aggregate liquidation amount with respect to the assets of the Trust of
$3,092,775 in consideration of the payment on or before the date hereof
of $3,092,775 in immediately available funds;
(b) contemporaneous with the purchase of any Optional Preferred Securities
(as defined in the Purchase Agreement) pursuant to the exercise of the
over-allotment option granted by the Trust pursuant to the Purchase
Agreement, a number of additional Common Securities equal to 12,371, in
consideration of the payment of $25 per Common Security in immediately
available funds.
2
2. The Trust represents and warrants that, upon
execution and delivery to the Buyer, the Common Securities will be duly
authorized, validly issued, fully paid and non-assessable and entitled to the
benefits and subject to the terms of the Amended and Restated Declaration of
Trust, dated as of March 18, 1998, between the Buyer, as sponsor, Chase
Manhattan Bank Delaware, as Delaware Trustee, Chase Bank of Texas, National
Association, as Property Trustee, and Monroe J. Carell, Jr., Xxxxx X. Xxxx and
Xxxxxx X. Xxxxxxxx, as Administrative Trustees.
3. This Agreement shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of said State, without regard to
conflicts of law principles thereof.
2
3
IN WITNESS WHEREOF, each of the Trust and the Buyer has caused
this Agreement to be signed by its duly authorized officers as of the date first
above written.
CENTRAL PARKING FINANCE TRUST
By:
--------------------------------
Name: Monroe J. Carell, Jr.
Title: Administrative Trustee
By:
--------------------------------
Name: Xxxxx X. Xxxx
Title: Administrative Trustee
By:
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Administrative Trustee
CENTRAL PARKING CORPORATION
By:
--------------------------------
Name: Monroe J. Carell, Jr.
Title: Chairman of the Board
and Chief Executive
Officer
3
