EXHIBIT
10.4


 


EXECUTION
COPY


 


$50,000,000


 


APCOA/Standard Parking, Inc.


 


14% Senior Subordinated Second Lien Notes Due 2006


 


REGISTRATION RIGHTS AGREEMENT


 


January
11, 2002


Credit Suisse
First Boston Corporation


Eleven Madison
Avenue


New York, New York
10010-3629


 


Dear Sirs:


 


APCOA/Standard Parking, Inc., a Delaware corporation (the “Issuer”),
is making an exchange offer (hereinafter referred to, together with any
amendments, supplements or extensions thereof, as the “Exchange Offer”) to issue
$50.00 million (with a minimum of $45.50 million and a maximum of $65.00
million) of its new 14% Senior Subordinated Second Lien Notes due 2006 (the “Initial
Securities”) and shares of its new 18% Senior Convertible Redeemable
Preferred Stock (the “Preferred Stock”) in exchange for $42.9
million (with a minimum of $36.4 million and a maximum of $64.3 million) of the
Issuer’s outstanding 91⁄4% Senior Subordinated Notes due 2008 (the “Old Bonds”)
and a payment to the Issuer of $466.67 in cash for each $1,000 principal amount
of Old Bonds tendered in exchange for Initial Securities (subject to
adjustment) and such other amounts of Old Bonds as may be tendered for exchange
with the Preferred Stock, on the terms and subject to the conditions set forth
in the Offering Circular and Consent Solicitation Statement (the “Offering
Circular”) and Consent and Letter of Transmittal, as the same may be
amended or supplemented from time to time. 
The Initial Securities will be guaranteed (the “Subsidiary Guarantees”) by
each of the subsidiaries of the Issuer named on the signature pages hereto (the
“Guarantors”
and, collectively with the Issuer, the “Company”).


 


Concurrently with
the Exchange Offer, the Issuer intends to solicit (the “Solicitation”) the consents
(the “Consents”)
of the holders of the Old Bonds to certain proposed amendments (the “Proposed
Amendments”) to the indenture pursuant to which the Old Bonds were
issued (the “Old Indenture”).  The
Proposed Amendments, to the extent that the requisite Consents are received,
shall become effective upon the execution of a supplemental indenture in
respect of the Old Indenture by the Issuer and the several guarantors of the
Old Bonds, but will not become operative until the consummation of the Exchange
Offer.


 


Credit Suisse
First Boston Corporation (the “Dealer Manager”), upon the terms set forth
in the Dealer Manager and Consent Solicitation Agreement dated as of November
20, 2001 (the “Dealer Manager Agreement”) agrees, in accordance with its
customary practice, to perform those services in connection with the Exchange
Offer and the Solicitation as are customarily performed by investment banks in
connection with exchange offers and consent solicitations of a 


 

















 


like
nature, including, but not limited to, using reasonable best efforts to solicit
tenders of Old Bonds, pursuant to the Exchange Offer and Consents to the
Proposed Amendments pursuant to the Solicitation, and communicating generally
regarding the Exchange Offer and the Solicitation with brokers, dealers,
commercial banks and trust companies and other holders of Old Bonds.  The Initial Securities will be issued
pursuant to an Indenture, dated as of January 11, 2002, (the “Indenture”),
among the Issuer, the Guarantors named therein and Wilmington Trust Company, as
trustee  (the “Trustee”).  As an inducement to the Dealer Manager to
enter into the Dealer Manager Agreement, the Company agrees with the Dealer
Manager, for the benefit of the holders of the Securities (as defined below)
(collectively the “Holders”), as follows:


 


1.             Registered
Exchange Offer.  Unless not
permitted by applicable law (after the Company has complied with the ultimate
paragraph of this Section 1), the Company shall prepare and, not later
than 90 days (such 90th day being a “Filing Deadline”) after the date on which
the Holders exchange the Initial Securities pursuant to the Dealer Manager
Agreement (the “Closing Date”), file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Exchange
Offer Registration Statement”) on an appropriate form under the
Securities Act of 1933, as amended (the “Securities Act”), with respect to a
proposed offer (the “Registered Exchange Offer”) to the Holders
of Transfer Restricted Securities (as defined in Section 6 hereof), who
are not prohibited by any law or policy of the Commission from participating in
the Registered Exchange Offer, to issue and deliver to such Holders, in
exchange for the Initial Securities, a like aggregate principal amount of debt
securities of the Company issued under the Indenture, identical in all material
respects to the Initial Securities and registered under the Securities Act,
except for provisions relating to restrictions and Liquidated Damages (the “Exchange
Securities” and, together with the Initial Securities, the “Securities”).  The Company shall use its reasonable best efforts to (i) cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days after the Closing Date (such 180th day
being an “Effectiveness
Deadline”)  and (ii) 
keep the Exchange Offer Registration Statement effective for not less than
30 business days (or longer, if required by applicable law) after the date
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the “Exchange Offer Registration Period”).


 


If the Company
commences the Registered Exchange Offer, the Company will be required to
consummate the Registered Exchange Offer no later than 30 business days after
the date on which the Exchange Offer Registration Statement is declared
effective (such 30th business day being the “Consummation Deadline”).


 


Following the
declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder of Transfer
Restricted Securities electing to exchange the Initial Securities for Exchange
Securities (assuming that such Holder is not an affiliate of the Company within
the meaning of the Securities Act, acquires the Exchange Securities in the
ordinary course of such Holder’s business and has no arrangements with any
person to participate in the distribution of the Exchange Securities and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Securities from and after
their receipt without any limitations or restrictions under the Securities Act
and without material restrictions under the securities laws of the several
states of the United States.


 


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The Company
acknowledges that, pursuant to current interpretations by the Commission’s
staff of Section 5 of the Securities Act, in the absence of an applicable
exemption therefrom, (i) each Holder which is a broker-dealer electing to
exchange Initial Securities, acquired for its own account as a result of market
making activities or other trading activities, for Exchange Securities (an “Exchanging
Dealer”), is required to deliver a prospectus containing the
information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in
the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer”
section, and (c) Annex C hereto in the “Plan of Distribution” section of such
prospectus in connection with a sale of any such Exchange Securities received
by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii)
the Dealer Manager that elects to sell Exchange Securities acquired in exchange
for Initial Securities constituting any portion of an unsold allotment, is
required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.  Clauses (i)
and (ii) above shall also contain all other information with respect to such
sales as the Commission may require in order to permit such sales pursuant
thereto.


 


The Company shall
use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained
therein, in order to permit such prospectus to be lawfully delivered by all
persons subject to the prospectus delivery requirements of the Securities Act for
such period of time as such persons must comply with such requirements in order
to resell the Exchange Securities; provided, however, that (i) in
the case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or the Dealer Manager, such period shall be
the lesser of 180 days and the date on which all Exchanging Dealers and
the Dealer Manager have sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer, at such broker-dealer’s request, for use in connection with
any resale of any Exchange Securities for a period of not less than
180 days after the consummation of the Registered Exchange Offer.


 


In connection with the Registered Exchange Offer, the
Company shall:


 


(a)           mail to each Holder a copy of the
prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;


 


(b)           keep the Registered Exchange Offer
open for not less than 30 business days (or longer, if required by
applicable law) after the date notice thereof is mailed to the Holders;


 


(c)           utilize the services of a depositary
for the Registered Exchange Offer with an address in the Borough of Manhattan,
The City of New York, which may be the Trustee or an affiliate of the Trustee;


 


(d)           permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York time, on the
last business day on which the Registered Exchange Offer shall remain
open; and


 


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(e)           otherwise comply with all applicable
laws.


 


As
soon as practicable after the close of the Registered Exchange Offer, the
Company shall:


 


(x)            accept for exchange all the
Securities validly tendered and not withdrawn pursuant to the Registered
Exchange Offer;


 


(y)           deliver to the Trustee for
cancellation all the Initial Securities so accepted for exchange; and


 


(z)            cause the Trustee to authenticate
and deliver promptly to each Holder of the Initial Securities, Exchange
Securities, as the case may be, equal in principal amount to the Initial
Securities of such Holder so accepted for exchange.


 


The Indenture will
provide that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote
and consent together on all matters as one class and that none of the
Securities will have the right to vote or consent as a class separate from one
another on any matter.


 


Interest on each
Exchange Security issued pursuant to the Registered Exchange Offer will accrue
from the last interest payment date on which interest was paid on the Initial
Securities surrendered in exchange therefor or, if no interest has been paid on
the Initial Securities, from the date of original issue of the Initial
Securities.


 


Each Holder
participating in the Registered Exchange Offer shall be required to represent
to the Company that at the time of the consummation of the Registered Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired
in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an “affiliate,” as defined in
Rule 405 of the Securities Act, of the Company or if it is an affiliate,
such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such
Holder is not a broker-dealer, that it is not engaged in, and does not intend
to engage in, the distribution of the Exchange Securities and (v) if such
Holder is a broker-dealer, that it will receive Exchange Securities for its own
account in exchange for Initial Securities that were acquired as a result of
market-making activities or other trading activities and that it will be
required to acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Securities.


 


Notwithstanding
any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereto complies in all material
respects with the Securities Act and the rules and regulations thereunder,
(ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any
prospectus forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or



 


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necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


If following the
date hereof there has been announced a change in Commission policy with respect
to exchange offers that in the reasonable opinion of counsel to the Company
raises a substantial question as to whether the Registered Exchange Offer is
permitted by applicable federal law, the Company will seek a no-action letter
or other favorable decision from the Commission allowing the Company to
consummate the Registered Exchange Offer. 
The Company will pursue the issuance of such a decision to the
Commission staff level but shall not be required to take commercially
unreasonable actions to effect a change in Commission policy.  In connection with the foregoing, the
Company will take all such other commercially reasonable actions as may be
reasonably requested by the Commission or otherwise required in connection with
the issuance of such decision, including without limitation
(i) participating in telephonic conferences with the Commission,
(ii) delivering to the Commission staff an analysis prepared by counsel to
the Company setting forth the legal bases, if any, upon which such counsel has
concluded that the Registered Exchange Offer should be permitted and
(iii) diligently pursuing a resolution (which need not be favorable) by
the Commission staff.


 


2.             Shelf
Registration.  If, (i)
because of any change in law or in applicable interpretations thereof by the
staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the
Registered Exchange Offer is not consummated by the 30th business
day after the Effectiveness Date, (iii) the Dealer Manager so requests, in
writing within 20 days after the confirmation of the Registered Exchange Offer,
with respect to the Initial Securities not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other
than an Exchanging Dealer) is not eligible to participate in the Registered
Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer)
that participates in the Registered Exchange Offer, such Holder does not
receive registered Exchange Securities on the date of the exchange and any such
Holder so requests, in writing within 20 days after the confirmation of the
Registered Exchange Offer, the Company shall take the following actions (the
date on which any of the conditions described in the foregoing clauses (i)
through (iv) occur, including in the case of clauses (iii) or (iv) the
receipt of the required notice, being a “Trigger Date”):


 


(a)           The Company shall use its reasonable
best efforts to file with the Commission on or prior to 45 days after the
Trigger Date (such 45th day being a “Filing Deadline”), and thereafter use its
reasonable best efforts to cause to be declared effective no later than 90 days
after the Trigger Date (such 90th day being an “Effectiveness Deadline”), a
registration statement (the “Shelf Registration  Statement” and, together with
the Exchange Offer Registration Statement, a “Registration  Statement”)
on an appropriate form under the Securities Act relating to the offer and sale
of the Transfer Restricted Securities by the Holders thereof from time to time
in accordance with the methods of distribution set forth in the Shelf
Registration Statement and Rule 415 under the Securities Act (hereinafter,
the “Shelf
Registration”); provided, however, that no Holder
(other than the Dealer Manager) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder.


 


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(b)           The Company shall use its best
reasonable efforts to keep the Shelf Registration Statement continuously
effective in order to permit the prospectus included therein to be lawfully
delivered by the Holders of the relevant Securities, for a period of two years
(or for such longer period if extended pursuant to Section 3(j) below)
from the date of its effectiveness or such shorter period that will terminate
when all the Securities covered by the Shelf Registration Statement (i) have
been sold pursuant thereto or (ii) are no longer restricted securities (as
defined in Rule 144 under the Securities Act, or any successor
rule thereof).  The Company shall
be deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the requisite period if it voluntarily
takes any action that would result in Holders of Securities covered thereby not
being able to offer and sell such Securities during that period, unless such
action is required by applicable law.


 


(c)           Notwithstanding any other provisions
of this Agreement to the contrary, the Company shall cause the Shelf
Registration Statement and the related prospectus and any amendment or supplement
thereto, as of the effective date of the Shelf Registration Statement,
amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of
the Commission and (ii) not to contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 


3.             Registration
Procedures.  In connection
with any Shelf Registration contemplated by Section 2 hereof and, to the
extent applicable, any Registered Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply:


 


(a)           The Company shall (i) furnish to
the Dealer Manager, prior to the filing thereof with the Commission, a copy of
the Registration Statement and each amendment thereof and each supplement, if
any, to the prospectus included therein and, in the event that the Dealer
Manager (with respect to any portion of an unsold allotment from the original
offering) is participating in the Registered Exchange Offer or the Shelf
Registration Statement, the Company shall use its reasonable best efforts to
reflect in each such document, when so filed with the Commission, such comments
as the Dealer Manager reasonably may propose; (ii) include the information
set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange
Offer Procedures” section and the “Purpose of the Exchange Offer” section and
in Annex C hereto in the “Plan of Distribution” section of the prospectus
forming a part of the Exchange Offer Registration Statement and include the
information set forth in Annex D hereto in the Letter of Transmittal delivered
pursuant to the Registered Exchange Offer; (iii) if requested by the
Dealer Manager, include the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in the prospectus
forming a part of the Exchange Offer Registration Statement; (iv) include
within the prospectus contained in the Exchange Offer Registration Statement a
section entitled “Plan of Distribution,” reasonably acceptable to the Dealer
Manager, which shall contain a summary statement of the positions taken or policies
made by the staff of the Commission with respect to the potential “underwriter”
status of any broker-dealer that is the beneficial owner (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange 


 


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Act”))
of Exchange Securities received by such broker-dealer in the Registered
Exchange Offer (a “Participating Broker-Dealer”), whether such
positions or policies have been publicly disseminated by the staff of the
Commission or such positions or policies, in the reasonable judgment of the
Dealer Manager based upon advice of counsel (which may be in-house counsel),
represent the prevailing views of the staff of the Commission; and (v) in
the case of a Shelf Registration Statement, include the names of the Holders
who propose to sell Securities pursuant to the Shelf Registration Statement as
selling securityholders (provided all such requesting Holders have provided the
Company with all required information). 
Such Holders must furnish to the Company in writing, within 10 days
after receipt of a request therefore, such information and any other
information the Company may reasonably request for use in connection with any
Shelf Registration Statement or prospectus or preliminary prospectus included
therein.  No Holder of Transfer
Restricted Securities shall be entitled to Liquidated Damages pursuant to
Section 6 hereof unless and until such Holder shall have provided all such
information if, as a result of such failure, the Company was not able to have
the Shelf Registration Statement declared effective.  Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading.


 


(b)           The Company shall give written notice
to the Dealer Manager, the Holders of the Securities and any Participating
Broker-Dealer from whom the Company has received prior written notice that it
will be a Participating Broker-Dealer in the Registered Exchange Offer (which
notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes
have been made):


 


(i)            when the Registration Statement or
any amendment thereto has been filed with the Commission and when the
Registration Statement or any post-effective amendment thereto has become
effective;


 


(ii)           of any request by the Commission for
amendments or supplements to the Registration Statement or the prospectus
included therein or for additional information;


 


(iii)          of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose;


 


(iv)          of the receipt by the Company or its
legal counsel of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose; and


 


(v)           of the happening of any event that
requires the Company to make changes in the Registration Statement or the
prospectus in order that the Registration Statement or the prospectus do not
contain an untrue statement of a material fact nor omit to state a material
fact required to be stated therein or 


 


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necessary
to make the statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.


 


(c)           The Company shall make every reasonable
effort to obtain the withdrawal at the earliest possible time, of any order
suspending the effectiveness of the Registration Statement.


 


(d)           The Company shall furnish to each
Holder of Securities included within the coverage of the Shelf Registration,
upon request and without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto (but in no point including
supplements except as provided in paragraph (f) below), including financial
statements and schedules, and, if the Holder so requests in writing, all
exhibits thereto (including those, if any, incorporated by reference).


 


(e)           The Company shall deliver to each
Exchanging Dealer and the Dealer Manager, and to any other Holder who so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Dealer Manager or any such Holder
requests, all exhibits thereto (including those incorporated by reference).


 


(f)            The Company shall, during the Shelf
Registration Period, deliver to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person
may reasonably request.  The Company
consents, subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale of the
Securities covered by the prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.


 


(g)           The Company shall deliver to the
Dealer Manager, any Exchanging Dealer, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered
Exchange Offer, without charge, as many copies of the final prospectus included
in the Exchange Offer Registration Statement and any amendment or supplement
thereto as such persons may reasonably request.  The Company consents, subject to the provisions of this
Agreement, to the use of the prospectus or any amendment or supplement thereto
by the Dealer Manager, if necessary, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered
Exchange Offer in connection with the offering and sale of the Exchange
Securities covered by the prospectus, or any amendment or supplement thereto,
included in such Exchange Offer Registration Statement.


 


(h)           Prior to any public offering of the
Securities pursuant to any Registration Statement the Company shall register or
qualify or cooperate with the Holders of the Securities included therein and
their respective counsel in connection with the registration or qualification
of the Securities for offer and sale under the securities or “blue sky” laws of
such states of the United States as any Holder of the Securities 


 


8

















 


reasonably
requests in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Securities
covered by such Registration Statement; provided, however, that
the Company shall not be required to (i) qualify generally to do business
in any jurisdiction where it is not then so qualified, (ii) take any
action which would subject it to general service of process or to taxation in
any jurisdiction where it is not then so subject or (iii) make any change to
the Company’s charter documents, bylaws or similar organizational documents.


 


(i)            The Company shall cooperate with the
Holders of the Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to such
Registration Statement.


 


(j)            Upon the occurrence of any event
contemplated by paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Company is required to maintain an effective
Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the
related prospectus and any other required document so that, as thereafter
delivered to Holders of the Securities or purchasers of Securities, the
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  If the Company notifies
the Dealer Manager, the Holders of the Securities and any known Participating
Broker-Dealer in accordance with paragraphs (ii) through (v) of
Section 3(b) above to suspend the use of the prospectus until the requisite
changes to the prospectus have been made, then the Dealer Manager, the Holders
of the Securities and any such Participating Broker-Dealers shall suspend use
of such prospectus, and the period of effectiveness of the Shelf Registration
Statement provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall each be
extended by the number of days from and including the date of the giving
of such notice to and including the date when the Dealer Manager, the Holders
of the Securities and any known Participating Broker-Dealer shall have received
such amended or supplemented prospectus pursuant to this
Section 3(j).  Furthermore, the
Company may allow the Shelf Registration Statement and the related prospectus
to cease to become effective and usable if the Company is in possession of
material non-public information relating to a proposed financing
recapitalization, acquisition, business combination or other material
transaction involving the Company or its subsidiaries which the board of
directors of the Company determines in good faith would require disclosure in
the Shelf Registration Statement by the Company of such material non-public
information for which the Company has a bona fide business purpose for not
disclosing and disclosure of such information is not otherwise required by law;
provided (i)
that the Company notifies the holders within two business days after such board
of directors makes such decision (a “Transaction-Related Suspension Notice”)
and (ii) that number of days during which such Registration Statement was not
effective or usable pursuant to the foregoing provisions shall last no longer
than 30 days in any 12-month period. 
The time period regarding the effectiveness of such Registration
Statement set forth in Section 1 or 2 hereof, as applicable, shall be extended
by a number 


 


9

















 


of days
equal to the number of days in the period from and including the date of
delivery of the Transaction Related Suspension to the date such Holder is
advised in writing by the Company that the use of the prospectus may be resumed
and has received copies of any additional or supplemental filings that are
incorporated by reference in the prospectus. During any such Transaction
Related Suspension, Liquidated Damages shall accrue but shall not be payable to
the Holders during such 30 day period.


 


(k)           Not later than the effective date of
the applicable Registration Statement, the Company will provide a CUSIP number
for the Initial Securities, the Exchange Securities, as the case may be, and
provide the applicable trustee with printed certificates for the Initial
Securities or the Exchange Securities, as the case may be, in a form eligible
for deposit with The Depository Trust Company.


 


(l)            The Company will comply with all
rules and regulations of the Commission to the extent and so long as they are
applicable to the Registered Exchange Offer or the Shelf Registration and will
make generally available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later
than 45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration
Statement, which statement shall cover such 12-month period.


 


(m)          The Company shall cause the Indenture
to be qualified under the Trust Indenture Act of 1939, as amended, in a timely
manner and containing such changes, if any, as shall be necessary for such
qualification.  In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.


 


(n)           The Company may require each Holder
of Securities to be sold pursuant to the Shelf Registration Statement to
furnish to the Company such information regarding the Holder and the
distribution of the Securities as the Company may from time to time reasonably
require for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that unreasonably
fails to furnish such information within a reasonable time after receiving such
request.  Such Holders must furnish to
the Company in writing, within 10 days after receipt of a request therefore,
such information and any other information the Company may reasonably request
for use in connection with any Shelf Registration Statement or prospectus or
preliminary prospectus included therein. 
No Holder of Transfer Restricted Securities shall be entitled to
Liquidated Damages pursuant to Section 6 hereof unless and until such holder
shall have provided all such information, if as a result of such failure, the
Company was not able to have the Shelf Registration Statement declared
effective.  Each selling Holder agrees
to promptly furnish additional information required to be disclosed in order to
make the information previously furnished to the Company by such Holder not
materially misleading.


 


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(o)           The Company shall enter into such
customary agreements (including, if requested, an underwriting agreement in
customary form) and take all such other action, if any, as any Holder of the
Securities shall reasonably request in order to facilitate the disposition of
the Securities pursuant to any Shelf Registration.


 


(p)           In the case of any Shelf
Registration, the Company shall (i) make reasonably available for
inspection by the Holders of the Securities, any underwriter participating in
any disposition pursuant to the Shelf Registration Statement and any attorney,
accountant or other agent retained by the Holders of the Securities or any such
underwriter all relevant financial and other records, pertinent corporate
documents and properties of the Company and (ii) cause the Company’s officers,
directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders of the Securities or any such
underwriter, attorney, accountant or agent in connection with the Shelf
Registration Statement, in each case, as shall be reasonably necessary to
enable such persons, to conduct a reasonable investigation within the meaning
of Section 11 of the Securities Act; provided, however, that
the foregoing inspection and information gathering shall be coordinated on
behalf of the Dealer Manager by you and on behalf of the other parties, by one
counsel designated by and on behalf of such other parties as described in
Section 4 hereof.  Any such access
granted to the inspectors under this Section 3 shall be subject to the prior
receipt by the Company of written undertakings to preserve the confidentiality
of any information deemed by the Company to be confidential in form and
substance reasonably satisfactory to the Company.  Records that the Company determines, in good faith, to be
confidential and any records that it notifies the inspectors are confidential
shall not be disclosed by the inspectors unless (i) the Company in its sole
discretion based on advice of counsel determines the disclosure of such records
is necessary to avoid or correct a misstatement or omission in such
Registration Statement, (ii) the release of such records is ordered pursuant to
a subpoena or other order from a court of competent jurisdiction, (iii)
disclosure of such information is, in the opinion of counsel for any inspector,
necessary or advisable in connection with any action, claim, suit or
proceeding, directly or indirectly involving such inspector and arising out of,
based upon, relating to or involving this Agreement or any transactions
contemplated hereby or arising hereunder or (iv) the information in such
records has been made generally available to the public.  Each selling Holder of such Transfer
Restricted Security will be required to further agree that it will, upon
learning that disclosure of such 
records is sought in a court of competent jurisdiction, give notice to
the Company and allow the Company to undertake appropriate action to prevent
disclosure of the records deemed confidential. 
Each selling Holder of such Registerable Securities and each such
Participating Broker-Dealer will be required to agree that information obtained
by it as a result of such inspections shall be deemed confidential and shall
not be used by it as the basis for any market transactions in the securities of
the Company unless and until such information is generally available to the
public.


 


(q)           In the case of any underwritten Shelf
Registration, the Company, if requested by any Holder of Securities covered
thereby, shall cause (i) its counsels (which may be its internal counsel)
to deliver an opinion and updates thereof relating to the Securities in
customary form addressed to such Holders and the managing underwriters, 


 


11

















 


if any,
thereof and dated, in the case of the initial opinion, the effective date of
such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the due
incorporation and good standing of the Company and its subsidiaries; the
qualification of the Company and its subsidiaries to transact business as
foreign corporations; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 3(o) hereof; the due
authorization, execution, authentication and issuance, and the validity and
enforceability, of the applicable Securities; the absence of material legal or
governmental proceedings involving the Company and its subsidiaries; the
absence of governmental approvals required to be obtained in connection with
the Shelf Registration Statement, the offering and sale of the applicable
Securities, or any agreement of the type referred to in Section 3(o)
hereof; the compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act, respectively;
and, as of the date of the opinion and as of the effective date of the Shelf
Registration Statement or most recent post-effective amendment thereto, as the
case may be, the absence from such Shelf Registration Statement and the
prospectus included therein, as then amended or supplemented, and from any
documents incorporated by reference therein of an untrue statement of a
material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of any such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the Exchange
Act) (in each case subject to customary qualifications and exceptions);
(ii) its officers to execute and deliver all customary documents and
certificates and updates thereof reasonably requested by any underwriters of
the applicable Securities and (iii) its independent public accountants to
provide to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and
only if permitted, by Statement of Auditing Standards No. 72.


 


(r)            In the case of the Registered
Exchange Offer, if requested by the Dealer Manager or any known Participating
Broker-Dealer, the Company shall cause its counsel to deliver to the
Dealer Manager or such Participating Broker-Dealer a signed opinion in the
customary form and substance in connection with the preparation of a
Registration Statement and (ii) its independent public accountants and the
independent public accountants with respect to any other entity for which
financial information is provided in the Registration Statement to deliver to
such Dealer Manager or such Participating Broker-Dealer a comfort letter, in
the customary form and substance.


 


(s)           If a Registered Exchange Offer is to
be consummated, upon delivery of the Initial Securities by Holders to the
Company (or to such other Person as directed by the Company) in exchange for
the Exchange Securities, the Company shall mark, or caused to be marked, on the
Initial Securities so exchanged that such Initial Securities are being canceled
in exchange for the Exchange Securities; in no event shall the Initial
Securities be marked as paid or otherwise satisfied.


 


12

















 


(t)            The Company will use its reasonable
best efforts to (a) if the Initial Securities have been rated prior to the
initial sale of such Initial Securities, confirm such ratings will apply to the
Securities covered by a Registration Statement if so requested by Holders of a
majority in aggregate principal amount of Securities covered by such
Registration Statement, or (b) if the Initial Securities were not
previously rated, cause the Securities covered by a Registration Statement to
be rated with the appropriate rating agencies, if so requested by Holders of a
majority in aggregate principal amount of Securities covered by such
Registration Statement, or by the managing underwriters, if any.


 


(u)           In the event that any broker-dealer
registered under the Exchange Act shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or
“assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”)
of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a
Holder of such Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Company will assist such
broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall
so require, engaging a “qualified independent underwriter” (as defined in
Rule 2720) to participate in the preparation of the Registration Statement
relating to such Securities, to exercise usual standards of due diligence in
respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Securities,
(ii) indemnifying any such qualified independent underwriter to the extent
of the indemnification of underwriters provided in Section 5 hereof and
(iii) providing such information to such broker-dealer as may be required
in order for such broker–dealer to comply with the requirements of the
Rules.


 


4.             Registration
Expenses.  (a) All expenses
incident to the Company’s performance of and compliance with this Agreement
will be borne by the Company, regardless of whether a Registration Statement is
ever filed or becomes effective, including without limitation;


 


(i)            all registration and filing fees and
expenses;


 


(ii)           all fees and expenses of compliance
with federal securities and state “blue sky” or securities laws;


 


(iii)          all expenses of printing (including
printing certificates for the Securities to be issued in the Registered
Exchange Offer and printing of Prospectuses), messenger and delivery services
and telephone;


 


(iv)          all fees and disbursements of counsel
for the Company;


 


(v)           all application and filing fees in
connection with listing the Exchange Securities on a national securities
exchange or automated quotation system pursuant to the requirements hereof; and


 


13

















 


(vi)          all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance).


 


The Company will
bear its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expenses of any annual audit and the fees and expenses of any person,
including special experts, retained by the Company.


 


(b)           In
connection with any Registration Statement required by this Agreement, the
Company will reimburse the Dealer Manager and the Holders of Transfer Restricted
Securities who are tendering Initial Securities in the Registered Exchange
Offer and/or selling or reselling Securities pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such
Registration Statement is being prepared.


 


5.             Indemnification.  (a) The Company agrees to indemnify and hold harmless each Holder
of the Securities, any Participating Broker-Dealer and each person, if any, who
controls such Holder or such Participating Broker-Dealer within the meaning of
the Securities Act or the Exchange Act (each Holder, any Participating
Broker-Dealer and such controlling persons are referred to collectively as the
“Indemnified
Parties”)
from and against any losses, claims, damages or liabilities, joint or several,
or any actions in respect thereof (including, but not limited to, any losses,
claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein in the light of the circumstances under which they were made not
misleading, and shall reimburse, as incurred, the Indemnified Parties for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in
respect thereof; provided, however, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim,
damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged
untrue statement or omission made in any preliminary prospectus relating to a
Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the
extent that a prospectus relating to such 


 


14

















 


Securities
was required to be delivered by such Holder or Participating Broker-Dealer
under the Securities Act in connection with such purchase and any such loss,
claim, damage or liability of such Holder or Participating Broker-Dealer
results from the fact that there was not sent or given to such person, at or
prior to the written confirmation of the sale of such Securities to such
person, a copy of the final prospectus if the Company had previously furnished
copies thereof to such Holder or Participating Broker-Dealer; provided  further,
however, that this indemnity agreement will be in addition to any
liability which the Company may otherwise have to such Indemnified Party.  The Company shall also indemnify
underwriters, their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same extent
as provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders.


 


(b)           Each
Holder of the Securities, severally and not jointly, will indemnify and hold harmless
the Company and each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act from and against any losses,
claims, damages or liabilities or any actions in respect thereof, to which the
Company or any such controlling person may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on
behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by
the Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability which such Holder may otherwise have to the Company or any of
its controlling persons.


 


(c)           Promptly
after receipt by an indemnified party under this Section 5 of notice of
the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such 


 


15

















 


indemnified party in connection with the defense
thereof.  In any such case, the
indemnifying party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as they are incurred.  No
indemnifying party shall, without the prior written consent of the indemnified
party (which consent shall not be unreasonably withheld or delayed), effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action, and does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.


 


(d)           If
the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a)
or (b) above (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party on the other from the exchange of the Securities, pursuant
to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying
party or parties on the one hand and the indemnified party on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. 
The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or such Holder
or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding
any other provision of this Section 5(d), the Holders of the Securities
shall not be required to contribute any amount in excess of the amount by which
the net proceeds received by such Holders from the sale of the Securities
pursuant to a Registration Statement exceeds the amount of damages which such
Holders have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each
person, if any, who controls such indemnified party within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Company.


 


16

















 


(e)           The
agreements contained in this Section 5 shall survive the sale of the
Securities pursuant to a Registration Statement and shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any indemnified party.


 


6.             Liquidated
Damages Under Certain Circumstances.(a)  Liquidated damages (the “Liquidated Damages”) with respect to the
Securities shall be assessed as follows if any of the following events occur
(each such event in clauses (i) through (iv) below being herein called a “Registration
Default”):


 


(i)            any Registration Statement required
by this Agreement is not filed with the Commission on or prior to the
applicable Filing Deadline;


 


(ii)           any Registration Statement required
by this Agreement is  not declared
effective by the Commission on or prior to the applicable Effectiveness
Deadline;


 


(iii)          the Registered Exchange Offer has not
been consummated on or prior to the Consummation Deadline; or


 


(iv)          any Registration Statement required by
this Agreement has been declared effective by the Commission but (A) such
Registration Statement thereafter ceases to be effective or (B) such
Registration Statement or the related prospectus ceases to be usable in
connection with resales of Transfer Restricted Securities during the periods
specified herein because either (1) any event occurs as a result of which
the related prospectus forming part of such Registration Statement would
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the circumstances
under which they were made not misleading, or (2) it shall be necessary to
amend such Registration Statement or supplement the related prospectus to
comply with the Securities Act or the Exchange Act or the respective rules
thereunder without being succeeded within one (1) day by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself declared effective immediately.


 


Each of the foregoing
will constitute a Registration Default whatever the reason for any such event
and whether it is voluntary or involuntary or is beyond the control of the
Company or pursuant to operation of law or as a result of any action or
inaction by the Commission .


 


Liquidated Damages
shall accrue on the Securities over and above the interest set forth in the
title of the Securities from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such
Registration Defaults have been cured, in an amount equal to $.05 per week per
$1000 principal amount of Initial Securities for the first 90-day period
immediately following the occurrence of such Registration Default.  The amount of Liquidated Damages shall increase
by an additional $.05 per week per $1000 principal amount of Initial Securities
with respect to each subsequent 90-day period until all Registration Defaults 


 


17

















 


have
been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of $.50 per week per
$1,000 principal amount of Initial Securities.


 


(b)           A
Registration Default referred to in Section 6(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with
respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause
(y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related prospectus to describe
such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 30 days,
Liquidated Damages shall be payable in accordance with the above paragraph from
the day such Registration Default occurs until such Registration Default
is cured.  When any Registration Default
is cured, the Liquidated Damages on such Transfer Restricted Security shall
reset to the Liquidated Damages, if any, 
prior to such Registration Default.


 


(c)           Any
amounts of Liquidated Damages due pursuant to Section 6(a) will be payable
in cash on the regular interest payment dates with respect to the Securities.


 


(d)           “Transfer
Restricted Securities” means each Security until (i) the date
on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of an Initial Security for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on
which such Security has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or
(iv) the date on which such Security is distributed to the public pursuant
to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k)
under the Securities Act.


 


7.             Rules 144
and 144A.  The Company shall
use its reasonable best efforts to file the reports required to be filed by it
under the Securities Act and the Exchange Act in a timely manner and, if at any
time the Company is not required to file such reports, it will, upon the
request of any Holder of Securities, make publicly available other information
so long as necessary to permit sales of their securities pursuant to
Rules 144 and 144A.  The Company
covenants that it will take such further action as any Holder of Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rules 144 and 144A (including
the requirements of Rule 144A(d)(4)). 
Upon the request of any Holder of Initial Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with
such requirements.  Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the
Company to register any of its securities pursuant to the Exchange Act.


 


18

















 


8.             Underwritten
Registrations.  If any of the
Transfer Restricted Securities covered by any Shelf Registration are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering (“Managing Underwriters”) will
be selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Securities to be included in such offering and shall be
reasonably acceptable to the Company.


 


No person may
participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such underwriting
arrangements.


 


9.             Miscellaneous.


 


(a)           Remedies.  The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under Section 1 and
2 hereof may result in material irreparable injury to the Dealer Manager or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Dealer Manager or any Holder may obtain such relief as
may be required to specifically enforce the Company’s obligations under
Sections 1 and 2 hereof.  The
Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.


 


(b)           No
Inconsistent Agreements.  The
Company will not on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s securities
under any agreement in effect on the date hereof.


 


(c)           Amendments
and Waivers.  The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, except by
the Company and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification, supplement,
waiver or consents.


 


(d)           Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which guarantees
overnight delivery:


 


(1)           if to a Holder of the Securities, at
the most current address given by such Holder to the Company.


 


19

















 


(2)                                  if to the Dealer Manager;


 


Credit Suisse
First Boston Corporation


Eleven Madison
Avenue


New York, NY 10010–3629


Fax No.:  (212) 325–8278


Attention: 
Transactions Advisory Group


 


with a copy to:


 


Latham & Watkins


885 Third Avenue


New York, NY 10022-4802


Fax No.: (212) 7514864


Attention: Peter M. Labonski, Esq.


 


(3)                                  if to the Company, at its address as
follows:


 


APCOA/Standard Parking, Inc.


900 North Michigan Avenue


Suite 1600


Chicago, IL 60611


Fax No: (312) 640-6160


Attention: Robert Sacks, Esq.


 


with a copy to:


 


White & Case LLP


1155 Avenue of the Americas


New York, NY 10036


Fax No.: (212) 354-8113


Attention: Jonathan Kahn, Esq.


 


All such notices
and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; three business days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile
machine operator, if sent by facsimile transmission; and on the day delivered,
if sent by overnight air courier guaranteeing next day delivery.


 


(e)           Third Party
Beneficiaries.  The Holders
shall be third party beneficiaries to the agreements made hereunder between the
Company, on the one hand, and the Dealer Manager, on the other hand, and shall
have the right to enforce such agreements directly to the extent they may deem
such enforcement necessary or advisable to protect their rights or the rights
of Holders hereunder.


 


(f)            Successors
and Assigns.  This Agreement
shall be binding upon the Company and its successors and assigns.


 


20

















 


(g)           Counterparts.  This Agreement 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.


 


(h)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(i)            Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


 


(j)            Severability.  If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.


 


(k)           Securities
Held by the Company. 
Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities is required hereunder, Securities held by the
Company or its affiliates (other than subsequent Holders of Securities if such
subsequent Holders are deemed to be affiliates solely by reason of their
holdings of such Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.


 


(l)            Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein with respect to the
registration rights granted with respect to the Transfer Restricted
Securities.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


 


If the foregoing
is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the Dealer
Manager, the Company and the Guarantors in accordance with its terms.


 


	
   

  	
  APCOA/Standard Parking, Inc.

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


21

















 


If the foregoing is in accordance with
your understanding of our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the Dealer Manager, the Company and
the Guarantors in accordance with its terms.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APCOA/STANDARD
  PARKING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial

  Officer, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  A-1 AUTO
  PARK, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APCOA CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTURY
  PARKING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  
	
   

  	
   

  
	
   

  	
  EVENTS
  PARKING CO., INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
									



 


22

















 


	
   

  	
  HAWAII
  PARKING MAINTENANCE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  .

  	
  METROPOLITAN
  PARKING SYSTEM, INC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  S & S
  PARKING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SENTINEL
  PARKING CO. OF OHIO, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SENTRY
  PARKING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STANDARD AUTO PARK, INC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
											



 


23

















 


	
   

  	
  STANDARD
  PARKING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STANDARD
  PARKING CORPORATION IL

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TOWER
  PARKING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VIRGINIA
  PARKING SERVICE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Vice
  President, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APCOA BRADLEY
  PARKING COMPANY, LLC

  
	
   

  	
  By:

  	
  APCOA/STANDARD
  PARKING, INC.,

  ITS SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief

  Financial Officer, Treasurer

  
	
   

  	
   

  
										



 


24

















 


	
   

  	
   

  
	
   

  	
  APCOA LASALLE
  PARKING COMPANY, LLC

  
	
   

  	
  By:

  	
  APCOA/STANDARD
  PARKING INC.,

  ITS MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Executive
  Vice President. Chief Financial 

  Officer, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE
  PARKING INDUSTRIES, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
  G. Marc
  Baumann

  
	
   

  	
  Title:

  	
  Treasurer

  
							



 


25

















 


The foregoing
Registration 

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.


 


	
  Credit Suisse First Boston Corporation

  
	
   

  
	
  by:

  	
   

  	
  /s/ Mitchell Goldstein

  	
   

  
	
   

  	
  Name:  Mitchell Goldstein

  
	
   

  	
  Title: 
  Director

  



 


26

















 


ANNEX A


 


Each broker-dealer
that receives Exchange Securities for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities.  The
Letter of Transmittal states that by so acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.  This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Initial Securities where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities.  The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein),
it will make this Prospectus available to any broker-dealer for use in
connection with any such resale.  See
“Plan of Distribution.”


 


A-1

















 


ANNEX B


 


Each broker-dealer
that receives Exchange Securities for its own account in exchange for Initial
Securities, where such Initial Securities were acquired by such broker-dealer
as a result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.  See “Plan of
Distribution.”


 


B-1

















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each broker-dealer
that receives Exchange Securities for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities. 
This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Initial Securities where such Initial
Securities were acquired as a result of market-making activities or other
trading activities.  The Company has
agreed that, for a period of 180 days after the Expiration Date, it will
make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.  In addition, until [ ], 2002, all dealers
effecting transactions in the Exchange Securities may be required to deliver a
prospectus.(1)


 


The Company will
not receive any proceeds from any sale of Exchange Securities by
broker-dealers.  Exchange Securities
received by broker-dealers for their own account pursuant to the Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. 
Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities.  Any broker-dealer that
resells Exchange Securities that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter”
within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities
Act.  The Letter of Transmittal states
that, by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.


 


For a period of
180 days after the Expiration Date the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal.  The Company has agreed to
pay all expenses incident to the Exchange Offer (including the expenses of one
counsel for the Holders of the Securities) other than commissions or
concessions of any brokers or dealers and will indemnify the Holders of the
Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.


 












(1)                                  In
addition, the legend required by Item 502(e) of Regulation S-K will appear on
the back cover page of the Exchange Offer prospectus.


 


C-1

















 


ANNEX D


 


[    ]CHECK HERE IF YOU ARE A BROKER-DEALER AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.


 




	
  Name:

  	
   

  
	
  Address:

  	
   

  






 


If the undersigned
is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities.  If the undersigned is a broker-dealer that
will receive Exchange Securities for its own account in exchange for Initial Securities
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection
with any resale of such Exchange Securities; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it
is an “underwriter” within the meaning of the Securities Act.


 


D-1