EXHIBIT 10.40
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 29,
1999, (THIS "AGREEMENT"), between HOME PROPERTIES OF NEW YORK, INC.,
a Maryland corporation (the "COMPANY"), and GE CAPITAL EQUITY
INVESTMENTS, INC., a Delaware corporation (the "INVESTOR").
WHEREAS, pursuant to that certain Purchase Agreement, dated
as of September 29, 1999 (the "PURCHASE AGREEMENT"), by and among the
Company, the Investor, and Home Properties of New York, L.P. (the
"OPERATING PARTNERSHIP"), the Investor has agreed to acquire
2,000,000 shares of Series B Convertible Cumulative Preferred Stock,
par value $0.01 per share of the Company (the "SHARES"), all of which
Shares are convertible into shares of the Company's Common Stock, par
value $.01 per share (the "COMMON STOCK"), pursuant to the terms of
the Shares;
WHEREAS, in connection with the Purchase Agreement, the
Company has agreed to register for sale by the Investor and certain
transferees, the shares of Common Stock into which the Shares are
convertible; and
WHEREAS, the parties hereto desire to enter into this
Agreement to evidence the foregoing agreement of the Company and the
mutual covenants of the parties relating thereto.
NOW, THEREFORE, in consideration of the foregoing and the
covenants of the parties set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, subject to the terms and conditions set forth
herein, the parties hereby agree as follows:
Section 1. CERTAIN DEFINITIONS
In this Agreement the following terms shall have the
following respective meanings:
"ACCREDITED INVESTOR" shall have the meaning set forth in
Rule 501 of the General Rules and Regulations promulgated under the
Securities Act.
"AFFILIATE" shall mean, when used with respect to a
specified Person, another Person that directly, or indirectly through
one or more intermediaries, controls or is controlled by or is under
common control with the Person specified.
"COMMISSION" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the
Securities Act.
"EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the relevant time.
"HOLDERS" shall mean (i) the Investor and (ii) each Person
holding Registrable Shares as a result of a transfer or assignment to
that Person of Registrable Shares in accordance with Section 6 of the
Purchase Agreement other than pursuant to an effective registration
statement or Rule 144 under the Securities Act.
"INDEMNIFIED PARTY" shall have the meaning ascribed to it in
Section 4(c) of this Agreement.
"INDEMNIFYING PARTY" shall have the meaning ascribed to it
in Section 4(c) of this Agreement.
"PERSON" shall mean an individual, corporation, partnership,
estate, trust, association, private foundation, joint stock company
or other entity.
The terms "REGISTER" "REGISTERED" and "REGISTRATION" refer
to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act providing for the
sale by the Holders of Registrable Shares in accordance with the
method or methods of distribution designated by the Holders, and the
declaration or ordering of the effectiveness of such registration
statement by the Commission.
"REGISTRABLE SHARES" shall mean the shares of Common Stock
issued or issuable upon conversion of the Shares; provided, however,
that any such shares of Common Stock shall cease to be Registrable
Shares when (A) a registration statement with respect to the sale of
such shares shall have become effective under the Securities Act and
such shares shall have been disposed of in accordance with such
registration statement; (B) such shares shall have been sold in
accordance with Rule 144; (C) such shares shall have been otherwise
transferred and new certificates not subject to transfer restrictions
under the Securities Act and not bearing any legend restricting
further transfer shall have been delivered by the Company, and no
other applicable and legally binding restriction on transfer under
the federal securities laws shall exist; or (D) such shares may be
sold in accordance with Rule 144(k) under the Securities Act.
"REGISTRATION EXPENSES" shall mean all out-of-pocket
expenses (excluding Selling Expenses) incurred by the Company in
complying with Section 2 hereof, including, without limitation, the
following: (a) all registration, filing and listing fees; (b) fees
and expenses of compliance with federal and state securities or real
estate syndication laws (including, without limitation, reasonable
fees and disbursements of counsel in connection with state securities
and real estate syndication qualifications of the Registrable Shares
under the laws of such jurisdictions as the Holders may reasonably
designate); (c) printing (including, without limitation, expenses of
printing or engraving certificates for the Registrable Shares in a
form eligible for deposit with The Depository Trust Company and
otherwise meeting the requirements of any securities exchange on
which they are listed and of printing registration statements and
prospectuses), messenger, telephone, shipping and delivery expenses;
(d) fees and disbursements of counsel for the Company; (e) fees and
disbursements of all independent public accountants of the Company
(including without limitation the expenses of any annual or special
audit and "cold comfort" letters required by the managing
underwriter); (f) Securities Act liability insurance if the Company
so desires; (g) fees and expenses of other Persons reasonably
necessary in connection with the registration, including any experts,
retained by the Company; (h) fees and expenses incurred in connection
with the listing of the Registrable Shares which are shares of Common
Stock on each securities exchange on which securities of the same
series are then listed; and (i) fees and expenses associated with any
filing with the National Association of Securities Dealers, Inc.
required to be made in connection with the registration statement.
"RULE 144" shall mean Rule 144 (or any successor provision)
promulgated by the Commission under the Securities Act, as in effect
from time to time.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the relevant time.
"SELLING EXPENSES" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to any sale
of Registrable Shares.
"SHARES" shall have the meaning ascribed to it in the
recitals to this Agreement.
Section 2. REGISTRATION
(a) The Company shall prepare and file with the
Commission a registration statement or file any required supplement
or amendment to previously filed registration statements for the
purpose of effecting a Registration of the sale of Registrable Shares
by the Holders thereof, and shall use its reasonable best efforts to
effect such Registration as soon as practicable and in any event
within 90 days after the date hereof (including, without limitation,
the execution of an undertaking to file post-effective amendments and
appropriate qualification under applicable state securities and real
estate syndication laws); and shall use its reasonable efforts to
keep such Registration continuously effective until the earlier of
(i) the second anniversary of the date hereof, (ii) the date on which
all Registrable Shares have been sold pursuant to such registration
statement or Rule 144, and (iii) the date on which all of the
Registrable Shares may be sold in accordance with Rule 144(k), except
that such Rule 144(k) date shall be extended if and to the extent
that any Holder is or becomes an "affiliate" of the Company within
the meaning of Rule 144; PROVIDED, HOWEVER, that the Company shall
not be obligated to take any action to effect any such Registration,
qualification or compliance pursuant to this Section 2 in any
particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such
Registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction.
Notwithstanding the foregoing, the Company shall have the
right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales
under any filed registration statement or defer the updating of any
filed registration statement and suspend sales thereunder) for a
period of not more than 90 days during any one-year period ending on
December 31 (but not more than 90 days in any 180 day period), if the
Company shall furnish to the Holders a certificate signed by the
President or any other executive officer or any director of the
Company stating that in the good faith judgment of the Company, it
would be detrimental to the Company and its stockholders to file such
registration statement or amendment thereto at such time (or continue
sales under a filed registration statement) and therefore the Company
has elected to defer the filing of such registration statement (or
suspend sales under a filed registration statement).
(b) The Company shall promptly notify the Holders of
the occurrence of the following events:
(i) when any registration statement relating to the
Registrable Shares or post-effective amendment thereto filed
with the Commission has become effective;
(ii) the issuance by the Commission of any stop
order suspending the effectiveness of any registration statement
relating to the Registrable Shares;
(iii) the suspension of an effective registration
statement by the Company in accordance with the last paragraph
of Section 2(a) above;
(iv) the Company's receipt of any notification of
the suspension of the qualification of any Registrable Shares
covered by a registration statement for sale in any
jurisdiction; and
(v) the existence of any event, fact or
circumstance that results in a registration statement or
prospectus relating to Registrable Shares or any document
incorporated therein by reference containing an untrue statement
of material fact or omitting to state a material fact required
to be stated therein or necessary to make the statements therein
not misleading during the distribution of securities.
The Company agrees to use its best efforts to obtain the withdrawal
of any order suspending the effectiveness of any such registration
statement or any state qualification as soon as practicable.
(c) The Company shall provide to the Holders, at no
cost to the Holders, a copy of the registration statement and any
amendment thereto used to effect the Registration of the Registrable
Shares, each prospectus contained in such registration statement or
post-effective amendment and any amendment or supplement thereto and
such other documents as the requesting Holders may reasonably request
in order to facilitate the disposition of the Registrable Shares
covered by such registration statement. The Company consents to the
use of each such prospectus and any supplement thereto by the Holders
in connection with the offering and sale of the Registrable Shares
covered by such registration statement or any amendment thereto. The
Company shall also file a sufficient number of copies of the
prospectus and any post-effective amendment or supplement thereto
with the New York Stock Exchange (or, if the Common Stock is no
longer listed thereon, with such other securities exchange or market
on which the Common Stock is then listed) so as to enable the Holders
to have the benefits of the prospectus delivery provisions of Rule
153 under the Securities Act.
(d) Subject to Section 2(a), the Company agrees to use
its reasonable best efforts to cause the Registrable Shares covered
by a registration statement to be registered with or approved by such
state securities authorities as may be necessary to enable the
Holders to consummate the disposition of such shares pursuant to the
plan of distribution set forth in the registration statement.
(e) Subject to the Company's Suspension Right, if any
event, fact or circumstance requiring an amendment to a registration
statement relating to the Registrable Shares or supplement to a
prospectus relating to the Registrable Shares shall exist,
immediately upon becoming aware thereof the Company agrees to notify
the Holders and prepare and furnish to the Holders a post-effective
amendment to the registration statement or supplement to the
prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the
purchasers of the Registrable Shares, 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 not misleading.
(f) The Company agrees to use its best reasonable
efforts (including the payment of any listing fees) to obtain the
listing of all Registrable Shares covered by the registration
statement which are shares of Common Stock on each national
securities exchange on which securities of the same series are then
listed.
(g) The Company agrees to use its reasonable best
efforts to comply with the Securities Act and the Exchange Act in
connection with the offer and sale of Registrable Shares pursuant to
a registration statement, and, as soon as reasonably practicable
following the end of any fiscal year during which a registration
statement effecting a Registration of the Registrable Shares shall
have been effective, to make available to its security holders an
earnings statement satisfying the provisions of Section 11 (a) of the
Securities Act.
(h) The Company agrees to cooperate with the selling
Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Shares to be sold pursuant to a
Registration and not bearing any Securities Act legend; and enable
certificates for such Registrable Shares to be issued for such
numbers of shares and registered in such names as the Holders may
reasonably request at least two business days prior to any sale of
Registrable Shares, provided that such holder shall have delivered to
the Company a letter from its financial advisor reasonably
satisfactory in both form and substance to the Company, that the
Registrable Shares may be sold pursuant to Rule 144.
Section 3. EXPENSES OF REGISTRATION
The Company shall pay all Registration Expenses incurred
in connection with the registration, qualification or compliance
pursuant to Section 2 hereof. All Selling Expenses incurred in
connection with the sale of Registrable Shares by any of the Holders
shall be borne by the Holder offering or selling such Registrable
Shares. Each Holder shall pay the expenses of its own counsel.
Section 4. INDEMNIFICATION
(a) The Company will indemnify each Holder, each Holder's
officers and directors, and each person controlling such Holder
within the meaning of Section 15 of the Securities Act, against all
expenses, claims, losses, damages and liabilities (including
reasonable legal expenses), arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained
in any registration statement or prospectus relating to the
Registrable Shares, or any amendment or supplement thereto, or based
on any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, PROVIDED, HOWEVER, that the
Company will not be liable in any such case to the extent that any
such claim, loss, damage, liability or expense arises out of or is
based on any untrue statement or omission or alleged untrue statement
or omission, made in reliance upon and in conformity with information
furnished in writing to the Company by such Holder for inclusion
therein.
(b) Each Holder will indemnify the Company, each of its
directors and each of its officers who signs the registration
statement, each underwriter, if any, of the Company's securities
covered by such registration statement, and each person who controls
the Company or such underwriter within the meaning of Section 15 of
the Securities Act, against all claims, losses, damages and
liabilities (including reasonable legal fees and expenses) arising
out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in any such registration statement or
prospectus, or any amendment or supplement thereto, or based on any
omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement
or prospectus, in reliance upon and in conformity with information
furnished in writing to the Company by such Holder for inclusion
therein.
(c) Each party entitled to indemnification under this
Section 4 (the "INDEMNIFIED PARTY") shall give notice to the party
required to provide indemnification (the "INDEMNIFYING PARTY")
promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought, but the omission to so
notify the Indemnifying Party shall not relieve such Indemnifying
Party from any liability which it may have to the Indemnified Party
pursuant to the provisions of this Section 4 except to the extent of
the actual damages suffered by such delay in notification. The
Indemnifying Party shall assume the defense of such action, including
the employment of counsel to be chosen by the Indemnifying Party, and
reasonably satisfactory to the Indemnified Party, and payment of
expenses. The Indemnified Party shall have the right to employ its
own counsel in any such case, but the legal fees and expenses of such
counsel shall be at the expense of the Indemnified Party, unless the
employment of such counsel shall have been authorized in writing by
the Indemnifying Party in connection with the defense of such action,
or the Indemnifying Party shall not have employed counsel to take
charge of the defense of such action or the Indemnified Party shall
have reasonably concluded that there may be defenses available to it
or them which are different from or additional to those available to
the Indemnifying Party (in which case the Indemnifying Party shall
not have the right to direct the defense of such action on behalf of
the Indemnified Party), in any of which events such fees and expenses
shall be borne by the Indemnifying Party. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment
or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability in respect to
such claim or litigation.
(d) If the indemnification provided for in this Section
4 is unavailable to a party that would have been an Indemnified Party
under this Section 4 in respect of any expenses, claims, losses,
damages and liabilities referred to herein, then each party that
would have been an Indemnifying Party hereunder shall, in lieu of
indemnifying such Indemnified Party, contribute to the amount paid or
payable by such Indemnified Party as a result of such expenses,
claims, losses, damages and liabilities in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party
on the one hand and such Indemnified Party on the other in connection
with the statement or omission which resulted in such expenses,
claims, losses, damages and liabilities, as well as any other
relevant equitable considerations. The relative fault 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 Indemnifying Party or such Indemnified Party and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
Company and each holder of Registrable Shares agrees that it would
not be just and equitable if contribution pursuant to this Section
were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to above in this Section 4(d).
(e) 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.
(f) In no event shall any Holder be liable for any
expenses, claims, losses, damages or liabilities pursuant to this
Section 4 in excess of the net proceeds to such Holder of any
Registrable Securities sold by such Holder.
Section 5. INFORMATION TO BE FURNISHED BY HOLDERS
Each Holder shall furnish to the Company such information
as the Company may reasonably request and as shall be required in
connection with the Registration and related proceedings referred to
in Section 2 hereof.
Section 6. RULE 144 SALES
(a) The Company covenants that it will file the
reports required to be filed by the Company under the Exchange Act,
so as to enable any Holder to sell Registrable Shares pursuant to
Rule 144 under the Securities Act.
(b) In connection with any sale, transfer or other
disposition by any Holder of any Registrable Shares pursuant to Rule
144 under the Securities Act, the Company shall cooperate with such
Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Shares to be sold and not
bearing any Securities Act legend, if deemed appropriate, and enable
certificates for such Registrable Shares to be for such number of
shares and registered in such names as the selling Holder may
reasonably request at least two business days prior to any sale of
Registrable Shares.
Section 7. PARTICIPATION IN UNDERWRITTEN OFFERINGS
(a) If the Company at any time proposes to
distribute any shares of its Common Stock for its own account by or
through underwriters in a registered public offering, if the timing
of the transaction permits, it will give written notice to the Holder
of its intention to do so. Upon the written request of the Holder
(which request shall specify the number of Registrable Shares
intended to be disposed of by the Holder and the intended method of
disposition thereof), subject to paragraph (b) below, the Company
will use reasonable efforts to arrange for such underwriters to
include all the Registrable Shares requested to be offered and sold
by the Holder among the shares to be distributed by such
underwriters.
(b) If, in the case of any registration pursuant to
Section 7(a), the managing underwriter of such underwritten offering
shall inform the Company of its belief that the distribution of all
or a specified number of such Registrable Shares concurrently with
the securities being distributed by such underwriters for the Company
would interfere with, or adversely affect, the successful marketing
of the securities being distributed by such underwriters for the
Company that can be sold in an orderly manner in such registration
within a price range acceptable to the Company (the "Maximum
Number"), the Company shall include in such registration:
(i) all Common Stock or securities convertible
into, or exchangeable or exercisable for, Common Stock that the
Company proposes to register for its own account (the "Company
Securities");
(ii) to the extent that the number of Company
Securities is less than the Maximum Number, all Registrable Shares
requested to be included by Holders on a pro rata basis based on the
number of shares of Common Stock (on an as-converted basis) owned by
each Holder requesting inclusion;
(iii) all shares of Common Stock requested to be
included by the shareholders of the Company who are otherwise
entitled to "piggyback" registration rights under any agreement with
the Company on a pro rata basis, based on the number of shares of
Common Stock (on an as-converted basis) owned by each person
requesting inclusion, in relation to the number of shares owned by
all persons requesting inclusion in such registration.
(c) The Holder will pay all Selling Expenses arising
from the inclusion of such Registrable Shares in any such
underwritten offering.
(d) The Holder may not participate in any underwritten
offering hereunder unless the Holder (i) agrees to sell its
Registrable Shares on the basis provided in any underwriting
arrangements approved by the Company and (ii) completes and executes
all questionnaires, indemnities, underwriting agreements and other
documents required under the terms of such underwriting arrangements.
If any Registrable Shares are to be distributed by the underwriters
for any such underwritten offering, the Holder shall be a party to
the underwriting agreement negotiated and agreed to by the Company
and such underwriters; PROVIDED, HOWEVER, that the Holder shall not
be required to make any representations or warranties to or
agreements with the Company or the underwriters other than
representations and warranties or agreements regarding the Holder,
the Holder's Registrable Shares, the Holder's intended method of
distribution thereof and any other representation required for the
Company or the underwriters to comply with applicable laws in
connection with such offering.
Section 8. MISCELLANEOUS
(a) GOVERNING LAW.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, including without
limitation Section 5-1401 of the New York General Obligations Law,
without giving effect to the principles of conflicts of law. Each of
the parties hereto irrevocably and unconditionally consents to submit
to the exclusive jurisdiction of the courts of the State of New York
and of the United States of America, in each case located in the
County of New York, for any action, proceeding, or investigation in
any court or before any governmental authority ("Litigation") arising
out of or relating to this Agreement and the transactions
contemplated hereby, and further agrees that service of any process,
summons, notice, or document by U.S. Registered Mail to its
respective address set forth in this Agreement shall be effective
service of process for any Litigation brought against it in any such
court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any
Litigation arising out of this Agreement or the transactions
contemplated hereby in the courts of the State of New York or the
United States of America, in each case located in the County of New
York, and hereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such
Litigation brought in any such court has been brought in an
inconvenient forum. Each of the parties irrevocably and
unconditionally waives, to the fullest extent permitted by applicable
law, any and all rights to trial by jury in connection with any
Litigation arising out of or relating to this Agreement or the
transactions contemplated hereby.
(b) ENTIRE AGREEMENT. This Agreement constitutes the
full and entire understanding and agreement between the parties with
regard to the subject matter hereof.
(c) AMENDMENT. No supplement, modification, waiver or
termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby.
(d) NOTICES, ETC. Each notice, demand, request,
request for approval, consent, approval, disapproval, designation or
other communication (each of the foregoing being referred to herein
as a notice) required or desired to be given or made under this
Agreement shall be in writing (except as otherwise provided in this
Agreement), and shall be effective and deemed to have been received
(i) when delivered in person, (ii) when sent by fax with receipt
acknowledged, (iii) five (5) days after having been mailed by
certified or registered United States mail, postage prepaid, return
receipt requested, or (iv) the next business day after having been
sent by a nationally recognized overnight mail or courier service,
receipt requested. Notices shall be addressed as follows: (a) if to
the Investor, at the Investor's addresses or fax numbers specified in
Section 8 of the Purchase Agreement, or at such other address or fax
number as the Investor shall have furnished to the Company in
writing, or (b) if to any assignee or transferee of the Investor, at
such address or fax number as such assignee or transferee shall have
furnished the Company in writing, or (c) if to the Company, at the
address of its principal executive offices and addressed to the
attention of the President and General Counsel, or at such other
address or fax number as the Company shall have furnished to the
Investors or any, assignee or transferee. Any notice or other
communication required to be given hereunder to a Holder in
connection with a registration may instead be given to the designated
representative of such Holder.
(e) COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which may be executed by fewer
than all of the parties hereto (PROVIDED that each party executes one
or more counterparts), each of which shall be enforceable against the
parties actually executing such counterparts, and all of which
together shall constitute one instrument.
(f) SEVERABILITY. In the event that any provision of
this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision.
(g) SECTION TITLES. Section titles are for descriptive
purposes only and shall not control or alter the meaning of this
Agreement as set forth in the text.
(h) SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns; provided, however, that
neither the Investor nor any other Holder to which any Shares or any
Registrable Shares are transferred may assign any rights or
obligations under this Agreement except to a transferee of the Shares
of Registrable Shares in accordance with Section 6 of the Purchase
Agreement. Any attempted assignment in violation hereof shall be
null and void ab initio and of no force and effect. Nothing in this
Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and
permitted assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement.
(i) ATTORNEYS' FEES. If the Company or any Holder
brings an action to enforce its rights under this Agreement, the
prevailing party in the action shall be entitled to recover its costs
and expenses, including, without limitation, reasonable attorneys'
fees, incurred in connection with such action, including any appeal
of such action.
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date first above written.
HOME PROPERTIES OF NEW YORK, INC.
By:
Name:
Title:
GE CAPITAL EQUITY INVESTMENTS, INC.
By:
Name:
Title: