EXHIBIT 10(e)
March 1, 1998
Regency Realty Corporation
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Re: Partnership Units and Shares of Common Stock
Ladies and Gentlemen:
The undersigned, Midland Development Group, Inc. and Regency Realty
Corporation, a Florida corporation ("Regency"), among others, have entered
into a Contribution Agreement, dated January 12, 1998 (the "Contribution
Agreement"), regarding the contribution to Regency Centers, L.P., a
Delaware limited partnership (the "Partnership"), of (a) cash by Regency,
and (b) shopping center properties and other assets by the Contributors.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Contribution Agreement or the Redemption
Agreement. Pursuant to the terms of the Contribution Agreement, the
undersigned is receiving Units (including Additional Units) which may be
redeemed for Shares of Common Stock pursuant to the terms of the
Partnership Agreement.
In consideration of the foregoing, the undersigned hereby agrees that
for a period of one year from the First Closing Date, he will not, without
the express written consent of Regency or except as provided below,
(i) offer for sale, sell, transfer, give, pledge (except as contemplated
by the Contribution Agreement), assign, irrevocably hypothecate or
otherwise dispose of, directly or indirectly, any of the Units, or enter
into any contract, option or other agreement or understanding regarding
the same, other than a pledge pursuant to a bona fide hedging transaction
(collectively, a "Transfer"), or (ii) exercise a Redemption Right with
respect to any Units issued at the First Closing or any Subsequent Closing
other than Units as to which the undersigned elects a First Closing
Redemption in accordance with the Contribution Agreement or is required to
redeem pursuant to the Redemption Agreement (the "Retained Units"). In
addition, the undersigned agrees that during any three-month period during
the two years ending on the third anniversary date of the First Closing,
without the express written consent of Regency or except as provided
below, he will neither Transfer nor exercise a Redemption Right with
respect to such number of Units, which together in the aggregate are
greater than the number arrived at by multiplying 12.5% times the Base
Amount. "Base Amount" equals the sum of the number of Retained Units and
the number of Units ("Retained Additional Units") issued to the
undersigned at any Subsequent Closing other than Units which are subject
to a Mandatory Subsequent Closing Redemption.
Nothing herein shall prevent the undersigned from making a Transfer
(a "Permitted Transfer") to an Affiliate, a member of the undersigned's
Immediate Family or a charitable trust, provided that such transferee
agrees in writing to be bound by the provisions of this Agreement.
Immediate Family means the undersigned's spouse, parents, descendants,
nephews, xxxxxx, brothers and sisters and trusts for the benefit of any of
the foregoing. In order to effect any Permitted Transfer, the undersigned
must deliver to Regency a duly executed copy of the instrument making such
Permitted Transfer within 10 days after such Permitted Transfer and such
instrument must evidence the written acceptance by the assignee of all of
the terms and conditions of this Agreement and represent that such
assignment was made in accordance with all applicable laws and
regulations.
In addition, the foregoing restrictions shall not prohibit the
undersigned from exercising Redemption Rights with respect to Units at any
time prior to the third anniversary of the First Closing to the extent
that (i) the Partnership disposes of a Property, (ii) the undersigned is
required to pay tax prior to such anniversary date as a result of such
sale, and (iii) the net proceeds (after brokerage commissions) from the
sale of Shares issued upon such exercise pursuant to this paragraph do not
exceed the sum of (i) such tax liability plus (ii) the tax liability
incurred with respect to the sale of such Shares.
The foregoing agreements shall be binding on the undersigned and the
undersigned's respective heirs, personal representatives, successors and
permitted assigns. The foregoing agreements shall apply to Units
beneficially owned by the undersigned over which the undersigned has
investment power as well as to Units owned by the undersigned in the
undersigned's own name.
Very truly yours,
/s/ Xxx X. Xxxxxxxxx
Xxx X. Xxxxxxxxx
