REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), made as of the
5th day of March, 1998, among REGENCY REALTY CORPORATION, a Florida
corporation (the "Company"), and the investors listed on the signature
pages hereto (referred to collectively as the "Investors" and individually
as an "Investor");
W I T N E S S E T H
WHEREAS, the Company, certain of the Investors and other persons are
parties to that certain Contribution Agreement dated as of January 12,
1998 (the "Contribution Agreement"), pursuant to the terms of which the
Contributors (as defined in the Contribution Agreement) agreed to
contribute certain properties and assets to the Partnership (as
hereinafter defined) in exchange for Units (as hereinafter defined) of
limited partnership interest in the Partnership which the Contributors are
distributing to their equity owners; and
WHEREAS, the Units held by Investors will be exchangeable for common
stock of the Company in accordance with the Partnership Agreement; and
WHEREAS, pursuant to the Contribution Agreement, the Company and
Investors agreed to execute and deliver this Agreement at the First
Closing (as defined in the Contribution Agreement).
NOW, THEREFORE, in consideration of the premises, TEN DOLLARS
($10.00) in hand paid by Investors to the Company and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged by the parties, the parties intending to be legally
bound, hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
"Affiliate" means, with regard to a Person, a Person that controls,
is controlled by, or is under common control with, such Person. For
purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "affiliated,"
"controlling" and "controlled" having meanings correlative to the
foregoing.
"Commission" means the Securities and Exchange Commission or any
other applicable federal agency at the time administering the Securities
Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Investor" means the Persons who are listed on the signature pages
hereto and their Permitted Transferees, including the Permitted
Transferees listed on Exhibit 1, but shall not include any Investor who no
longer holds Registrable Securities.
"Partnership" means Regency Centers, L.P., a Delaware limited
partnership.
"Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of the Partnership, executed of even date herewith, as
the same may be hereafter further amended.
"Permitted Transferee" means any Affiliate or a member of the
undersigned's Immediate Family, provided that such transferee agrees in
writing to be bound by the provisions of the Partnership Agreement.
Immediate Family means the undersigned's spouse, parents, descendants,
nephews, nieces, brothers and sisters and trusts for the benefit of any of
the foregoing.
"Person" means an individual, partnership, corporation, limited
liability company, trust or unincorporated organization, or a government
or agency or political subdivision thereof.
"Registrable Security" means (i) any Shares issued to an Investor
pursuant to the Contribution Agreement, and any Shares issuable to an
Investor upon redemption of Units pursuant to the Redemption Agreement,
(ii) any other securities issued by the Company in exchange for any such
Shares and (iii) any securities issued by the Company as a dividend or
distribution on account of Registrable Securities or resulting from a
subdivision of the outstanding Registrable Securities into a greater
number of Shares (by reclassification, stock split or otherwise). As to
any particular Registrable Securities, such securities will cease to be
Registrable Securities when (a) they have been distributed to the public
pursuant to an offering registered under the Securities Act or (b) they
have been sold to the public through a broker, dealer or market-maker in
compliance with Rule 144 under the Securities Act or (c) they have been
transferred to any Person who is not a Permitted Transferee or (d) one
year shall have passed after the date of death of an Investor who is a
natural person, at which time the Registrable Securities held by such
Investor at the date of his or her death shall cease to be Registrable
Securities, (e) the Company has delivered a new certificate or other
evidence of ownership not bearing the legend set forth on the Shares upon
the initial issuance thereof, and, in the opinion of counsel to the
Company, the subsequent disposition of such security shall not require the
registration or qualification under the Securities Act, or (f) such
security has ceased to be outstanding.
"Redemption Agreement" means the Redemption Agreement of even date
herewith, as the same may hereafter be amended, providing for the
Partnership to redeem Units.
"Resale Rules" means Rule 144 promulgated by the Commission or any
successor to such rule or any other rule or regulation of the Commission
that may at any time permit the Investor to sell its Shares to the public
without registration.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Shares" mean the Company's shares of voting Common Stock, $0.01 par
value per share.
"Shelf Prospectus" shall mean the prospectus included in the Shelf
Registration Statement, including any preliminary prospectus, and any
amendment or supplement thereto, including any supplement relating to the
terms of the offering of any portion of the Registrable Securities covered
by the Shelf Registration Statement, and in each case including all
material incorporated by reference therein.
"Shelf Registration Statement" shall mean a registration statement of
the Company (and any other entity required to be a registrant with respect
to such registration statement pursuant to the requirements of the
Securities Act) that covers all of the Registrable Securities to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, or any similar rule that may be adopted by the Commission,
and all amendments (including post-effective amendments) to such
registration statement, and all exhibits thereto and materials
incorporated by reference therein.
"Unit" shall have the meaning given to such term in the Partnership
Agreement and shall include any Additional Unit (as defined in the
Contribution Agreement).
2. SHELF REGISTRATION RIGHTS.
2.1 Shelf Registration.
2.1.1 Request. The Company shall cause to be filed on the
later of (a) the first business day following the 15th day after the
First Closing Date (as defined in the Contribution Agreement), or (b)
May 1, 1998, or as soon as practicable thereafter, a Shelf
Registration Statement providing for the sale by the Investors of all
of the Registrable Securities in accordance with the terms hereof and
will use its reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission as soon as
practicable thereafter. The Company agrees to use its reasonable
efforts to keep the Shelf Registration Statement with respect to the
Registrable Securities continuously effective so long as any Investor
holds Registrable Securities; provided, however, that at any time
after the Shelf Registration Statement becomes effective the number
of Registrable Securities outstanding is less than 12,500, then the
Investors owning the remaining Registrable Securities shall be given
notice that the Shelf Registration will be permitted to lapse in not
less than 90 days, after which 90-day period, the Company's
obligations under this Section 2.1.1 shall cease. Subject to Section
2.2.2 and Section 2.2.11, the Company further agrees to amend the
Shelf Registration Statement if and as required by the rules,
regulations or instructions applicable to the registration form used
by the Company for such Shelf Registration Statement or by the
Securities Act or any rules and regulations thereunder; provided,
however, that the Company shall not be deemed to have used its
reasonable efforts to keep the Shelf Registration Statement effective
during the applicable period if it voluntarily takes any action that
would result in the Investors not being able to sell Registrable
Securities covered thereby during that period, unless such action is
required under applicable law or the Company has filed a post-
effective amendment to the Shelf Registration Statement and the
Commission has not declared it effective or except as otherwise
permitted by the last three sentences of Section 2.2.2. In the event
that all the Subsequent Closings (as defined in the Contribution
Agreement) have not yet occurred at the time of the filing of a Shelf
Registration Statement hereunder, such registration statement also
shall include the maximum estimated number of Shares that Regency
reasonably anticipates could constitute Registrable Securities as a
result of the remaining Subsequent Closings, and if the number of
Registrable Securities actually issued at all Subsequent Closings
exceeds the number of shares covered by the registration statement,
Regency shall file an amendment increasing the number of Shares
covered by the Shelf Registration Statement, or shall file a new
registration statement for the additional Shares.
2.2 Registration Procedures. In connection with the obligations of
the Company with respect to the Shelf Registration Statement contemplated
by this Article 2, the Company shall:
2.2.1 prepare and file with the Commission a Shelf
Registration Statement with respect to such securities, which Shelf
Registration Statement (i) shall be available for the sale of the
Registrable Securities in accordance with the intended method or
methods of distribution by the Investors and (ii) shall comply as to
form in all material respects with the requirements of the applicable
form and include all financial statements required by the Commission
to be filed therewith;
2.2.2 subject to Section 2.2.11 hereof, (i) prepare and file
with the Commission such amendments to such Registration Statement as
may be necessary to keep such Registration Statement effective for
the applicable period; (ii) cause the Shelf Prospectus to be amended
or supplemented as required and to be filed as required by Rule 424
or any similar rule that may be adopted under the Securities Act;
(iii) respond as promptly as practicable to any comments received
from the Commission with respect to the Shelf Registration Statement
or any amendment thereto; and (iv) comply with the provisions of the
Securities Act with respect to the disposition of all securities
covered by such Shelf Registration Statement during the applicable
period in accordance with the intended method or methods of
distribution by the Investors. Notwithstanding anything to the
contrary contained herein, the Company shall not be required to take
any of the actions described in clauses (i), (ii) or (iii) in this
Section 2.2.2 or Section 2.2.11 with respect to the Registrable
Securities (other than by means of filing its 1934 Act reports that
are incorporated by reference in the registration statement) to the
extent that the Company is in possession of material non-public
information that it deems advisable not to disclose eg., it is
engaged in active negotiations or planning for a material merger or
acquisition or disposition transaction, and it delivers written
notice to the Investors to the effect that the Investors may not make
offers or sales under the Shelf Registration Statement for a period
not to exceed ninety (90) days from the date of such notice (and not
to exceed 90 days during any twelve-month period);
2.2.3 furnish to the Investors, without charge, such numbers
of copies of the Shelf Registration Statement, the Shelf Prospectus
and such other documents, as the Investors may reasonably request in
order to facilitate the sale or other disposition of the Registrable
Securities owned by the Investors; the Company consents to the use of
the most recent Shelf Prospectus and any amendment or supplement
thereto by the Investors of Registrable Securities in connection with
the offering and sale of the Registrable Securities covered by the
Shelf Prospectus or amendment or supplement thereto;
2.2.4 otherwise use its reasonable efforts to comply with
all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable,
an earning statement covering the period of at least twelve months,
beginning with the first fiscal quarter beginning after the effective
date of the Shelf Registration Statement, which earning statement
shall satisfy the provisions of Section 11(a) of the Securities Act;
2.2.5 use its reasonable efforts to list such securities on
any securities exchange on which any Shares are then listed, if the
listing of such securities is then permitted under the rules of such
exchange;
2.2.6 if the Investors intend to dispose of their securities
through an underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter or underwriters of such
underwritten offering provided that such underwriter(s) are
reasonably acceptable to the Company, including, without limitation,
obtaining an opinion of counsel to the Company and a "comfort letter"
from the independent public accountants to the Company in the usual
and customary form for such underwritten offering;
2.2.7 notify the Investors promptly and, if requested by the
Investors, confirm in writing, (i) when the Shelf Registration
Statement and any post-effective amendments thereto have become
effective, (ii) when any amendment or supplement to the Shelf
Prospectus has been filed with the Commission, (iii) of the issuance
by the Commission or any state securities authority of any stop order
suspending the effectiveness of the Shelf Registration Statement or
any part thereof or the initiation of any proceedings for that
purpose, (iv) if the Company receives any notification with respect
to the suspension of the qualification of the Registrable Securities
for offer or sale in any jurisdiction or the initiation of any
proceeding for such purpose, and (v) at any time when a Shelf
Prospectus is required to be delivered under the Securities Act, of
the happening of any event of which it has knowledge as a result of
which the Shelf Registration Statement or the Shelf Prospectus, as
then in effect, contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of
the circumstances then existing;
2.2.8 make every reasonable effort to obtain the withdrawal
of any order suspending the effectiveness of the Shelf Registration
Statement or any part thereof as promptly as possible;
2.2.9 furnish to the Investors after they have delivered a
Shelf Registration Notice to the Company, without charge, at least
one conformed copy of the Shelf Registration Statement and any post-
effective amendment thereto (without documents incorporated therein
by reference or exhibits thereto, unless requested);
2.2.10 cooperate with the Investors to facilitate the timely
preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any Securities Act legend; and
enable certificates for such Registrable Securities to be issued for
such numbers of shares as the Investors may reasonably request at
least two business days prior to any sale of Registrable Securities;
2.2.11 subject to the last three sentences of Section 2.2.2
hereof, upon the occurrence of any event contemplated by clause (x)
of Section 2.2.2 or clause (v) of Section 2.2.7 hereof, use its
reasonable efforts promptly to prepare and file an amendment or a
supplement to the Shelf Prospectus or any document incorporated
therein by reference or prepare, file and obtain effectiveness of a
post-effective amendment to the Shelf Registration Statement, or file
any other required document, in any such case to the extent necessary
so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Shelf Prospectus as then amended or supplemented
will not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading;
2.2.12 make available for inspection by the Investors after
they have provided a Shelf Registration Notice to the Company and any
counsel, accountants or other representatives retained by the
Investors during normal business hours and upon reasonable prior
notice all financial and other records, pertinent corporate documents
and properties of the Company and cause the officers, directors and
employees of the Company to supply all such records, documents or
information reasonably requested by the Investors, counsel,
accountants or representatives in connection with the Shelf
Registration Statement; provided, however, that such records,
documents or information which the Company determines in good faith
to be confidential and notifies the Investors, counsel, accountants
or representatives in writing that such records, documents or
information are confidential shall not be disclosed by the Investors,
counsel, accountants or representatives unless (i) such disclosure is
ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, or (ii) such records, documents or
information become generally available to the public other than
through a breach of this Agreement; and
2.2.13 a reasonable time prior to the filing of any Shelf
Registration Statement or any amendment thereto, or any Shelf
Prospectus or any amendment or supplement thereto, provide copies of
such document (not including any documents incorporated by reference
therein unless requested) to the Investors after they have provided a
Shelf Registration Notice to the Company.
2.3 Expenses.
2.3.1 Except as set forth in Section 2.3.2, all expense
incurred in the registration of Registrable Securities in accordance
with this Agreement shall be paid by the Company. The expenses shall
include, without limitation, printing and photocopying expenses, all
registration and filing fees under federal and state securities laws,
expenses of complying with the securities or blue sky laws of any
jurisdictions, fees and expenses of Company counsel, and the fees and
expenses of the Company's independent auditors in connection with any
comfort letter required by any underwriters.
2.3.2 The Investors shall be responsible for underwriting
and brokerage discounts and commissions, stock transfer taxes and
fees and disbursements of any counsel for the holders of Registrable
Securities.
2.4 Indemnification. In the event any Registrable Securities are
included in a Registration Statement under this Section 2:
2.4.1 Indemnity by Company. Without limitation of any other
indemnity provided to any Investor, to the extent permitted by law,
the Company will indemnify and hold harmless each Investor and, as
applicable, its directors, officers, employees, agents and partners
and each Person, if any, who controls such Investor (within the
meaning of the Securities Act), against any losses, claims, damages,
liabilities and expenses (joint or several) to which they may become
subject under the Securities Act or other federal or state law,
insofar as such losses, claims, damages, liabilities and expenses (or
actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement
of a material fact contained in any registration statement (including
any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto), (ii) the omission or alleged
omission to state therein a 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, (iii) any
violation or alleged violation by the Company of the Securities Act,
any state securities law or any rule or regulation promulgated under
the Securities Act or any state securities law, (iv) any and all
loss, liability, claim, damage and expense whatsoever, as reasonably
incurred, to the extent of the aggregate amount paid in settlement of
any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or alleged untrue statement or
any omission or alleged omission, if such settlement is effected with
the written consent of the Company, or (v) subject to the limitations
set forth in Section 2.4.3, any and all reasonable expense
whatsoever, as incurred (including reasonable fees and disbursements
of counsel), in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency
or body, commenced or threatened, in each case whether or not a
party, or any claim whatsoever based upon any such untrue statement
or alleged untrue statement or omission or alleged omission, to the
extent that any such expense is not paid under subparagraphs (i)
through (v) above, and the Company will reimburse such Investor and
its directors, officers, employees, agents and partners, and any
controlling person thereof, for any reasonable legal or other
expenses incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, expense or action;
provided, however, that the Company shall not be liable in any such
case for any such loss, claim, damage, liability, expense or action
to the extent that it arises out of or is based upon a Violation that
occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by
any such Investor or controlling person thereof, and provided,
further, that the Company shall not be liable to the extent that any
such loss, claim, damage, liability, expense or action arises out of
such person's failure to send or give a copy of the final prospectus
or supplement to the persons asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the
written confirmation of the sale of Registrable Securities to such
person if such statement or omission was corrected in such final
prospectus or supplement. In connection with an underwritten
offering, the Company will indemnify such underwriters and their
directors, officers and each Person, if any, who controls such
underwriters (within the meaning of the Securities Act) to the same
extent as indemnification is provided to the Investors.
2.4.2 Indemnity by Investors. In connection with any
registration statement in which an Investor is participating, each
such Investor will furnish to the Company in writing such information
and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to
the extent permitted by law, will indemnify the Company, its
trustees, officers, employees and agents and each Person who controls
the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses resulting from any
Violation which occurs solely in reliance upon and in conformity with
any information or affidavit so furnished in writing by such Investor
expressly for use in connection with such registration; provided,
that the obligation to indemnify will be several and not joint and
several with any other Person and will be limited to the net amount
received by such Investor from the sale of Registrable Securities
pursuant to such registration statement.
2.4.3 Notice; Right to Defend. Promptly after receipt by an
indemnified party under this Section 2.4 of notice of the
commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party under this Section 2.4, deliver to the
indemnifying party a written notice of the commencement thereof and
the indemnifying party shall have the right to participate in, and,
if the indemnifying party agrees in writing that it will be
responsible for any costs, expenses, judgments, damages and losses
incurred by the indemnified party with respect to such claim, jointly
with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party shall have the right to
retain its own counsel, with reasonable fees and expenses to be paid
by the indemnifying party, if the indemnified party reasonably
believes that representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified
party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of
any such action shall relieve such indemnifying party of any
liability to the indemnified party under this Section 2.4 only if and
to the extent that such failure is prejudicial to its ability to
defend such action, and the omission so to deliver written notice to
the indemnifying party will not relieve it of any liability that it
may have to any indemnified party other than under this Section 2.4.
If the indemnifying party does not assume the defense of any such
action or proceeding, after having received the notice referred to in
the first sentence of this paragraph, the indemnifying party will pay
the reasonable fees and expenses of counsel (which shall be limited
to a single law firm) for the indemnified party. In such event,
however, the indemnifying party will be liable for any settlement
effected without the written consent of such indemnifying party. If
the indemnifying party assumes the defense of any such action or
proceeding in accordance with this paragraph, such indemnifying party
shall not be liable for any fees and expenses of counsel for the
indemnified party incurred thereafter in connection with such action
or proceeding, except as set forth in the proviso in the first
sentence of this Section 2.4.3.
2.4.4 Contribution. If the indemnification provided for in
this Section 2.4 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss,
liability, claim, damage or expense referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage
or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the
indemnified party on the other hand in connection with the statements
or omissions which resulted in such loss, liability, claim, damage or
expense as well as any other relevant equitable considerations. The
relevant fault of the indemnifying party and the indemnified party
shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission
to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. Notwithstanding the
foregoing, the amount any Investor shall be obligated to contribute
pursuant to this Section 2.4.4 shall be limited to an amount equal to
the net proceeds to such Investor of the Registrable Securities sold
pursuant to the registration statement which gives rise to such
obligation to contribute (less the aggregate amount of any damages
which the Investor has otherwise been required to pay in respect of
such loss, claim, damage, liability or action or any substantially
similar loss, claim, damage, liability or action arising from the
sale of such Registrable Securities). Notwithstanding the foregoing,
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 Section 2.4.4. each person,
if any, who controls any Investor within the meaning of Section 15 of
the Securities Act and partners, directors and officers of any
Investor, as applicable, shall have the same rights to contribution
as that Investor, and each director of the Company, each officer of
the Company who signed the Shelf Registration Statement, and each
person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act shall have the same rights to
contribution as the Company.
2.4.5 Survival of Indemnity. The indemnification provided
by this Section 2.4 shall be a continuing right to indemnification
and shall survive the registration and sale of any securities by any
Person entitled to indemnification hereunder and the expiration or
termination of this Agreement.
2.5 Rule 144. In order to permit the Investors to sell the
Registrable Securities they hold, if they so desire, from time to time
pursuant to Rule 144 under the Securities Act, or any successor to such
rule, the Company shall use reasonable efforts to (i) make available
adequate current public information and (ii) file with the Commission in a
timely manner all reports and other documents required of the Company
under the Exchange Act. In connection with any sale, transfer or other
disposition by any Investor of Registrable Securities pursuant to Rule 144
under the Securities Act, the Company shall cooperate with such Investor
to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any
Securities Act legend, and enable certificates for such Registrable
Securities to be sold for such number of shares and registered in such
names as the selling Investors may reasonably request at least two
business days prior to any sale of Registrable Securities, provided that
such Investors provide counsel to the Company with seller's and broker's
representation letters customary for Rule 144 sales.
2.6 Limitations.
2.6.1 The Investors shall not, without prior written consent
of the Company, effect any public sale or distribution of securities of
the Company during any period commencing upon written notice of (but in no
event sooner than 15 days prior to) the proposed filing date of a
preliminary prospectus supplement for a shelf registration for an
underwritten offering and ending 60 days following the date of filing of
the final prospectus supplement (or 75 days following the date of filing
of the preliminary prospectus, if sooner) filed by the Company for the
benefit of Security Capital Holdings, S.A., its assigns or pledgees
(collectively, "Security Capital"), provided, however, that the Investors'
obligations under this Section 2.6.1 shall be limited to two occasions and
provided, further, that such obligation shall apply only to the extent
that the Company is prohibited from selling its securities during such
period pursuant to Section 2(c) of its Registration Rights Agreement dated
as of July 10, 1996, a copy of which is attached as Exhibit 2.6.1.
2.6.2 As a condition to the inclusion of such Investor's
Registrable Securities in a registration statement hereunder, each
Investor agrees to provide written notice to the Company within ten days
after the end of any calendar quarter in which the Investor has made any
transfers of Registrable Securities, stating the number transferred during
such quarter and the date and type (e.g., open market sale) of each
transfer.
3. MISCELLANEOUS.
3.1 Notices.
3.1.1 All communications under this Agreement shall be in
writing and shall be delivered by telefax (with appropriate request
for assurance of receipt, and a confirmation copy sent concurrently
by mail), reputable overnight courier or shall be mailed by
registered or certified mail, postage prepaid,
(a) if to the Company, at:
Regency Realty Corporation
121 W. Forsyth Street, Suite 200
Jacksonville, Florida 32202
Attention: Mr. Martin E. Stein, Jr.
or at such other address as it may have furnished in writing to
the holders of Registrable Securities at the time outstanding,
or
(b) if to any Person who is the registered holder of
Registrable Securities, to the address of such Investor as it
appears in the stock ledger of the Company or in the records of
the Partnership.
3.1.2 Any notice so addressed shall be deemed given when
received.
3.2 Notices of Sale. Investors shall, promptly upon the
Company's written request from time to time advise the Company of the
number of Registrable Securities they continue to hold.
3.3 Successors and Assigns. Except as otherwise expressly provided
herein, this Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the Company and each of the Investors.
Without the prior written consent of the Company, the rights of the
Investors may not be transferred other than to a Permitted Transferee.
3.4 Amendment and Waiver. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, but only with the
written consent of the Company and the Investors holding a majority of the
Registrable Securities; provided, however, that no such amendment or
waiver shall take away any registration right of any Investor or reduce
the amount of reimbursable costs to any Investor in connection with any
registration hereunder without the consent of such Investor; further
provided, however, that without the consent of any other Investor, any
Investor may from time to time enter into one or more agreements amending,
modifying or waiving the provisions of this Agreement if such action does
not adversely affect the rights or interest of any other Investor. No
delay on the part of any party in the exercise of any right, power or
remedy shall operate as a waiver thereof, nor shall any single or partial
exercise by any party of any right, power or remedy preclude other or
further exercise thereof, or the exercise of any other right, power or
remedy.
3.5 Counterparts. One or more counterparts of this Agreement may be
signed by the parties, each of which shall be an original but all of which
together shall constitute one and the same instrument.
3.6 Governing Law. This Agreement shall be construed in accordance
with and governed by the internal laws of the State of Florida, which
shall prevail in all matters arising under or in connection with this
Agreement.
3.7 Invalidity of Provisions. If any provision of this Agreement is
or becomes invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein
shall not be affected thereby.
3.8 Headings. The headings in this Agreement are for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.
3.9 Time of the Essence. Time is of the essence to this Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date and year first above written.
COMPANY:
REGENCY REALTY CORPORATION
By: /s/ Bruce M. Johnson
Bruce M. Johnson, Managing Director
Third Party Management Assets
MIDLAND DEVELOPMENT GROUP, INC.,
a Missouri Corporation
By: /s/ Lee S. Wielansky
Lee S. Wielansky, President
OTR Eastern Properties
Bent Tree Plaza (North Carolina)
Westchester Plaza (Ohio)
Hamilton Meadows (Ohio)
Brookville Plaza (Virginia)
Lakeshore (Michigan)
Evans Crossing (Georgia)
Statler Square (Virginia)
Kernersville Marketplace (North Carolina)
Maynard Crossing (North Carolina)
Shoppes at Mason (Ohio)
Lake Pine Plaza (North Carolina)
OTR/MIDLAND REALTY HOLDINGS, LTD.,
an Ohio Limited Liability Company
By: Midland Realty Holdings L.L.C.,
a Missouri Limited Liability Company,
Managing Member
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Managing Member
Beckett Commons Shopping Center
No. 1712
BECKETT PARTNERS LIMITED PARTNER-
SHIP, an Ohio Limited Partnership
By: Midland-Beckett Limited Partnership,
a Missouri Limited Partnership, General
Partner
By: Beckett Equities, Inc., a Missouri
Corporation, General Partner
By: /s/ Lee S. Wielansky
Lee S. Wielansky, President
East Pointe Shopping Center
No. 1709
REYNOLDSBURG PARTNERS,
an Ohio General Partnership
By: Midland Reynoldsburg Development
Company Limited Partnership, a
Missouri Limited Partnership, Managing
General Partner
By: Reynoldsburg Equities, Inc., a
Missouri Corporation, General
Partner
By: /s/ Lee S. Wielansky
Lee S. Wielansky
Managing Member
Franklin Square
No. 1705
MIDLAND FRANKFORT DEVELOPMENT CO.
L.L.C., a Kentucky Limited Liability Company
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Manager
By: /s/ Ned M. Brickman
Ned M. Brickman, Manager
By: /s/ Stephen M. Notestine
Stephen M. Notestine, Manager
Maxtown Road Shopping Center
No. 1710
MAXTOWN PARTNERS, LTD.,
an Ohio Limited Liability Company
By: Maxtown Development Company L.L.C.,
a Missouri Limited Liability Company,
Voting Member
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Managing Member
By: /s/ Ned M. Brickman
Ned M. Brickman, Managing Member
St. Ann Square
No. 1706
K & M DEVELOPMENT COMPANY,
a Missouri General Partnership
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Managing Partner
Worthington Park Centre
No. 1711
WORTHINGTON DEVELOPMENT COMPANY,
an Ohio General Partnership
By: /s/ Ned M. Brickman
Ned M. Brickman, Managing General
Partner
Acquisition Contracts
MIDLAND ACQUISITIONS, INC.
By: /s/ Lee S. Wielansky
Lee S. Wielansky, President
Acquisition Contracts
MIDLAND RALEIGH ACQUISITIONS, LLC,
a North Carolina Limited Liability Company
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Manager
Acquisition Contracts
MIDLAND DALLAS ACQUISITIONS, INC.
By: /s/ Lee S. Wielansky
Lee S. Wielansky, President
Acquisition Contracts
MIDLAND MICHIGAN ACQUISITIONS, INC.
By: /s/ Lee S. Wielansky
Lee S. Wielansky, President
Monument
MIDLAND MONUMENT DEVELOPMENT
COMPANY, a Colorado Limited
Liability Company
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Manager
Cheyenne, WY
MIDLAND CHEYENNE, WY DEVELOPMENT
COMPANY, a Wyoming Limited
Liability Company
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Manager
Charlottesville
MIDLAND CHARLOTTESVILLE DEVELOP-
MENT COMPANY, a Virginia Limited
Liability Company
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Manager
Waterford
MIDLAND WATERFORD DEVELOPMENT
COMPANY, a Michigan Limited
Liability Company
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Manager
Parker/Stroh
MIDLAND PARKER DEVELOPMENT
LLC, a Colorado Limited
Liability Company
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Manager
Creekside
Village Center
Garner
Windmiller
MIDLAND REALTY HOLDINGS, L.L.C.,
a Missouri Limited Liability Company
By: /s/ Lee S. Wielansky
Lee S. Wielansky, Managing Member
EXHIBIT 1
PERMITTED TRANSFEREES
EXHIBIT 2.6.1