0000950172-99-000330 Sample Contracts

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AFFILIATE AGREEMENT September 11, 1998 Central Parking Corporation 2401 21st Avenue South Nashville, TN 37212
Affiliate Agreement • March 29th, 1999 • Aew L P • Services-automotive repair, services & parking

Ladies and Gentlemen: An Agreement and Plan of Merger, dated as of September 21, 1998 (the "Merger Agreement"), has been entered into by and among Central Parking Corporation ("Central"), a Tennessee corporation, Central Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Central ("Sub"), 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. Pursuant to the Agreement, Sub will merge with and into Holdings, Holdings will become a wholly-owned subsidiary of Central and the stockholders of Holdings will become stockholders of Central (the "Merger"). In accordance with the Agreement, shares of common stock, $0.01 par value per share, of Holdings ("Holdings Common Stock") owned by the undersigned at the Effective Time (as defined in the Agreement) shall be converted into shares of common stock, $0.01 par value per share, of Centra

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