1. Registration Rights Agreement. The Registration Rights Agreement is hereby amended as follows: |
(a) The first and third paragraphs of the Recitals are hereby amended by deleting the term “8.5%” from each of them and inserting the term “7.0%” in lieu thereof. |
(b) Section 2(a) is hereby amended by deleting the phrase “the date which is the tenth (10th) anniversary of the Closing Date” from the first sentence therein and inserting the phrase “January 1, 2013” in lieu thereof. |
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(c) Any reference to “Preferred Shares” contained in the Registration Rights Agreement shall refer to the Company’s 7.0% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. |
2. The parties agree to cooperate with either other in effectuating the transactions described herein and agree to execute such further documents and instruments as may reasonably be required to effectuate the transactions described herein. |
3. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns. |
4. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. |
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. |
CAMDEN PROPERTY TRUST |
By: | __________________________ Name: Title: |
BELCREST REALTY CORPORATION |
By: | __________________________ Name: Title: |
BELAIR REAL ESTATE CORPORATION |
By: | __________________________ Name: Title: |
BELMAR REALTY CORPORATION |
By: | __________________________ Name: Title: |
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CAMDEN PROPERTY TRUST |
By: | __________________________ Name: Title: |
__________________________________ Notary Public, State of Texas |
__________________________________ Printed Name of Notary My Commission Expires: __________________________________ |
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“, (iv) consummate any transaction or series of transactions which would result in a Change of Control of the Company, (v) consummate any transaction or series of transactions which would result in the common shares of the Company or any successor entity of the Company |
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ceasing to be listed on at least one of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market (or, in each case, a successor thereto), or (vi) elect not to qualify for taxation as a real estate investment trust under Section 856 et seq. of the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. For the purposes of this Section 6, “Change of Control” shall mean: (i) any sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an Affiliate (as that term is defined in the Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of April 15, 1997, as amended) of the Company; or (ii) any consolidation, amalgamation, merger, business combination, share exchange, reorganization or similar transaction involving the Company pursuant to which the stockholders of the Company immediately prior to the consummation of such transaction will own less than a majority of the equity interest in the entity surviving such transaction. If the requisite holders of the Series B Preferred Shares fail to approve any of the Company actions specified in clauses (iv), (v) or (iv) of the first sentence of this Section 6(c) (each a “Mandatory Redemption Event”) and the Company still effectuates such action, then the sole remedy of the holders of Series B Preferred Shares shall be that the Company shall immediately redeem all of the Series B Preferred Shares outstanding at a redemption price, payable in cash, equal to $25 per Series B Preferred Share plus accumulated and unpaid distributions, whether or not declared, to the date of such redemption to the extent not previously distributed;provided,however, that notwithstanding any provision hereof to the contrary, the actions specified in clause (iv) of the first sentence of this Section 6(c) shall not constitute a Mandatory Redemption Event if, on or prior to the date of consummation of such transaction or transactions, a “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule 436(g)(2) promulgated under the Securities Act of 1933, as amended) shall have affirmed the rating accorded the securities of the Company immediately prior to the public announcement of such transaction or transactions, or shall have upgraded such rating (or, if the Company is not the surviving entity in such transaction or transactions, affirmed that the rating of the securities of the successor to the Company shall be at least equal to the rating accorded the securities of the Company immediately prior to the public announcement of such transaction or transactions). The date of such redemption shall be the date of the Mandatory Redemption Event.” |
Ratification and AuthorizationRESOLVED, that any and all acts and deeds of any officer or Trust Manager of the company taken prior to the date hereof on behalf of the Company with regard to the foregoing resolutions are hereby approved, ratified and confirmed in all respects as and for the acts and deeds of the Company. FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, severally and without the necessity for joinder of any other person, authorized, empowered and directed to execute and deliver any and all such further documents and instruments and to do and |
2 perform any and all such further acts and deeds that may be necessary or advisable to effectuate and carry out the purposes and intents of the foregoing resolutions, including, but not limited to, the filing of an amended statement with the County Clerk of Harris County, Texas, setting forth the amendments to the terms of the Series B Preferred Shares pursuant to Section 3.30 of TREITA, all such actions to be performed in such manner, and all such documents and instruments to be executed and delivered in such form, as the officer performing or executing the same shall approve, the performance or execution thereof by such officer to be conclusive evidence of the approval thereof by such officer and by the Board of Trust Managers. |
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