Page 15 of 21
Exhibit 9.1
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (the
"Amendment") dated as of February 28, 1999, is made by and among Regency Realty
Corporation, a Florida corporation (the "Company"), Security Capital U.S.
Realty, a Luxembourg corporation ("US-REALTY"), Security Capital Holdings S.A.,
a Luxembourg corporation ("Holdings" and together with US-REALTY, "Security
Capital") and the others specified in the definition of "Buyer" under the
Company Registration Rights Agreement (as hereinafter defined). Any capitalized
term used but not defined herein shall have the meaning ascribed thereto in the
Company Registration Rights Agreement.
WHEREAS, the parties hereto entered into a Registration Rights
Agreement, dated as of July 10, 1996, as amended by Amendment No. 1 dated as of
August 28, 1997 (as amended, the "Company Registration Rights Agreement"),
pursuant to which Buyer has certain registration rights in respect of the
Registrable Securities;
WHEREAS, the Company and Pacific Retail Trust, a Maryland real
estate investment trust ("Pacific Retail"), entered into an Agreement and Plan
of Merger dated as of September 23, 1998 (the "Merger Agreement"), pursuant to
which Pacific Retail will merge with and into Regency (the "Merger")
simultaneously with the effectiveness of this Amendment;
WHEREAS, Holdings and Pacific Retail entered into a Registration
Rights Agreement dated as of October 20, 1995 and Transfer and Registration
Rights Agreements dated as of August 30, 1996, May 14, 1997 and December, 1997
(the "Pacific Retail Registration Rights Agreements");
WHEREAS, Buyer has certain registration rights pursuant to the
Pacific Retail Registration Rights Agreements in respect of the 22,553,019
shares of Company Common Stock to be received by Buyer in the Merger in exchange
for its shares of Pacific Retail common stock, par value $.01 per share
("Pacific Retail Common Stock");
WHEREAS, the parties hereto desire to terminate the Pacific Retail
Registration Rights Agreements and amend the Company Registration Rights
Agreement so that the registration rights of Buyer under the Company
Registration Rights Agreement, as amended hereby, apply to any and all shares of
Company Common Stock received by Buyer in the Merger;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this amendment and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Definition of Registrable Securities. The first sentence of
subpart (m) of Section 1 of the Company Registration Rights Agreement is hereby
deleted in its entirety and replaced with the following:
"(m) "Registrable Securities" shall mean (i) any and all shares of
Company Common Stock acquired by Buyer pursuant to the Stock
Purchase Agreement, (ii)
Page 16 of 21
any and all securities acquired by Buyer pursuant to Section 4.2 of
the Stockholders Agreement or Section 1 of Amendment No.1 to
Stockholders Agreement dated as of February 10, 1997 by and among
the Company, Holdings and USREALTY, as amended, (iii) any and all
shares of Company Common Stock received by Buyer in the Merger in
exchange for shares of Pacific Retail Common Stock, and (iv) any
securities issued or issuable with respect to any Company Common
Stock or other securities referred to in clause (i), (ii) or (iii)
by way of conversion, exchange, stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise."
2. Number of Shelf Registrations. The first sentence of subpart (d)
of Section 2 of the Company Registration Rights Agreement is hereby deleted in
its entirety and replaced with the following:
"The Company shall be obligated to effect, under this Section 2, a
minimum of 12 Shelf Registrations, plus an additional Shelf
Registration for each $75,000,000 of shares of Company Common Stock
acquired by Buyer from the Company subsequent to the Merger."
3. Termination of Pacific Retail Registration Rights Agreements. The
parties hereto agree that upon effectiveness of this Amendment the Pacific
Retail Registration Rights Agreements shall be
terminated and of no effect whatsoever.
4. No Effect on Consistent Terms. All terms of the Company
Registration Rights Agreement not inconsistent with this Amendment shall remain
in place and in full force and effect, and shall continue to apply to the
Company Registration Rights Agreement and to this Amendment. From and after the
date hereof, each reference to the Company Registration Rights Agreement in any
other instrument or document shall be deemed a reference to the Company
Registration Rights Agreement as amended hereby, unless the context otherwise
required.
5. Headings. The headings contained in this Amendment are
inserted for convenience of reference only and shall not affect the meaning or
interpretation of the Amendment.
6. Counterparts. This Amendment may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each party hereto and delivered to the other party.
Page 17 of 21
IN WITNESS WHEREOF, this Amendment has been signed by or on behalf
of each of the parties hereto as of this 28th day of February, 1999.
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
SECURITY CAPITAL U.S. REALTY
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
REGENCY REALTY CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Managing Director and
Executive Vice President
