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REGISTRATION RIGHTS AGREEMENT
among
Chateau Properties, Inc.
and
Certain Stockholders of Chateau Properties, Inc.
and
Certain Limited Partners of
CP Limited Partnership
Dated as of ___________, 1996
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TABLE OF CONTENTS
Page
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1. Registration
1.1 Certain Definitions .............................................. 1
1.2 Requested Registration ........................................... 1
1.3 Expenses of Registration ......................................... 3
1.4 Registration Procedures .......................................... 5
1.5 Indemnification .................................................. 6
1.6 Information by Holder ............................................ 8
1.7 Reporting ........................................................ 8
1.8 Transfer of Registration Rights .................................. 8
2. Prior Agreements ...................................................... 9
3. Assignability ......................................................... 9
4. Applicable Law ........................................................ 9
5. Amendments ............................................................ 9
6. Waiver ................................................................ 9
7. Counterparts .......................................................... 9
8. Addresses and Notice .................................................. 9
Exhibit A. Holders ......................................................... A-1
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is entered into as of _____, __ 1996, among Chateau
Properties, Inc., a Maryland corporation (the "Company"), and certain
stockholders of the Company (the "Holders"). Capitalized terms used herein
shall, unless otherwise defined, have the meanings ascribed to them in Section
1.1 below.
RECITALS
(a) The Company, ROC Communities, Inc., a Maryland corporation ("ROC"),
and R Acquisition Sub, Inc., a Maryland corporation and wholly owned subsidiary
of the Company ("Sub") have entered into an Amended and Restated Agreement and
Plan of Merger, dated as of September __, 1996 (the "Merger Agreement"),
providing for the merger of Sub with and into ROC with ROC being the surviving
corporation and each issued and outstanding share of capital stock of ROC will
be converted into the right to receive certain shares of common stock of the
Company (the "Merger"); and
(b) Pursuant to the Merger and at the Effective Time (as defined in the
Merger Agreement) holders of ROC common stock, par value $0.01 per share ("ROC
Common Stock") and ROC non-voting redeemable stock, par value $.0l per share
(the "ROC Non-Voting Stock" and, together with the ROC Common Stock, "ROC
Stock") will exchange such ROC Stock for common stock, par value $.0l per share
of the Company ("Common Stock"); and
(c) In connection with the Merger and the issuance of Common Stock
pursuant thereto, the Company intends to grant certain registration rights to
the Holders with respect to the Common Stock held or which may be obtained by
each of them;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants herein contained, the parties hereby agree as follows:
1. Registration.
1.1 Certain Definitions. As used in this Agreement, the following terms
shall have the following meanings:
(a) "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
(b) "Common Stock" shall mean the Common Stock, par value $.0l per
share, of the Company.
(c) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect at the time.
(d) "Holders" shall mean the persons listed on Exhibit A hereto.
(e) "Initiating Holders" shall mean any Holder or Holders who hold
in the aggregate not less than 10,000 of the outstanding Registrable Securities
(excluding Registrable Securities held by any Holder whose registration rights
with respect to such Registrable Securities have terminated pursuant to Section
1.2(d) hereof).
(f) "Partnership Agreement" shall mean the partnership agreement of
the Operating Partnership, as amended by the Operating Partnership Agreement
Amendment.
(g) "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
(h) "Registrable Securities" shall mean (i) shares of Common Stock
issued to the Holders in the Merger or (ii) shares of Common Stock issued as a
dividend, split or division or other distribution with respect to or in exchange
for or in replacement of the shares referred to in clauses (i) or (ii).
(i) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses, expenses of any regular or special audits incident to or required
by any such registration and fees and disbursements of one special counsel
retained by the Holders, but shall not include Selling Expenses.
(j) "Rule 144" shall mean Rule 144 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.
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(k) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.
(l) "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of the Registrable Securities.
1.2 Requested Registration.
(a) If Initiating Holders shall deliver to the Company a written
request that the Company effect a registration with respect to resales by them
of all or a part of the Registrable Securities, the Company will:
(i) promptly give written notice of the proposed registration to all
other Holders; and
(ii) as soon as possible, use its best efforts to effect the
proposed registration and to effect all registrations, qualifications or
compliances (including (A) appropriate qualification under applicable blue
sky or other state securities laws in those jurisdictions selected by the
managing underwriter or underwriters designated pursuant to Section 1.2(d)
or, if no such managing underwriter or underwriters is designated, in
those jurisdictions reasonably selected by the Holders who request to
participate in such proposed registration, (B) appropriate compliance with
applicable federal and state laws, requirements and regulations and (C)
listing the Registrable Securities on the New York Stock Exchange) as well
as such other steps as are reasonably necessary to permit or facilitate
the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such
portion of the Registrable Securities of any Holder or Holders joining in
such registration as are specified in a written request received by the
Company within 15 business days after written notice from the Company is
given under Section l.2(a)(i) above.
(b) The Company shall file a registration statement as soon as
possible after receipt of the request or requests of the Initiating Holders
under this Section 1.2, but in any event within 45 days of receipt of such
request or requests; provided that if the Company shall furnish to such
Initiating Holders a certificate signed by the chief executive officer of the
Company stating that in the good faith judgment of the Board of Directors of the
Company it would be seriously detrimental to the Company and its stockholders
for such registration statement to be filed on or before the date filing would
be required and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer such filing to
a date not later than 60 days after receipt of such request (provided that the
Company shall not have the right to defer the
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filing of a registration statement pursuant to this Section 1.2 (b) more than
once with respect to any such request or requests relating to a particular
registration). The Company shall use its best efforts to cause any filed
registration statements to become effective as soon as practicable after filing.
(c) At the request of an Initiating Holder, the Company will
use its best efforts to prepare the registration statement requested by the
Initiating Holder to be accomplished on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act.
(d) If the Initiating Holders intend to distribute the
Registrable Securities covered by this request by means of an underwriting
(which shall be their decision to make), they shall so advise the Company and
the Company shall include such information in the written notice referred to in
Section 1.2(a)(i) hereof. In such event, the underwriting shall be managed by an
underwriter or underwriters selected by the Company and approved by a majority
in interest of the Initiating Holders. The right of any Holder to include
Registrable Securities in a registration pursuant to Section 1.2 shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and such Holder). Holders of a majority of the Registrable Securities requested
to be included in such registration shall have the right to negotiate with the
underwriters and to determine all terms of the underwriting, including the gross
price and net price at which the included Registrable Securities are to be sold.
The Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected as above provided.
Notwithstanding any other provision of this Section 1.2, if the underwriters
advise the Initiating Holders and the Company in writing that marketing factors
require a limitation of the number of shares to be underwritten and that the
total amount of securities that all Holders (Initiating and non-Initiating)
request pursuant to this Section 1.2 to be included in such offering exceeds the
amount of securities that the underwriters reasonably believe compatible with
the success of the offering, the Company shall so advise all Holders and the
shares to be included in the registration shall be allocated first among all
Initiating Holders and, if any shares remain, among all non-Initiating Holders
pro rata on the basis of the number of shares of Registrable Securities owned by
such Holders.
If any Holder of Registrable Securities disapproves of the
terms of the underwriting, such Holder may elect not to be included in the
registration (or the underwritten portion thereof) by delivering a written
notice to the Company at least three days prior to the scheduled initial filing
of the registration statement (or such later date as is agreed to by the Holders
of a majority of the other Registrable Securities requested to be included in
such registration). If shares are so withdrawn from the registration and if the
number of shares to be included in such registration was previously
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reduced as a result of marketing factors pursuant to this Section 1.2(d), then
the Company shall offer to all Holders who have included Registrable Securities
in the registration the right to include additional Registrable Securities in
the registration in an aggregate amount equal to the number of shares so
withdrawn, with such shares to be allocated first among all Initiating Holders
and, if any shares remain, among all non-Initiating Holders pro rata on the
basis of the number of shares of Registrable Securities owned by such Holders.
(e) Notwithstanding anything to the contrary contained in this
Agreement, a Holder shall not have the right to request registration or
inclusion in any registration pursuant to this Section 1.2 for the period during
which all shares of Registrable Securities then held or entitled to be held upon
exchange of OP Units by such Holder may immediately be sold under Rule 144
without regard to any volume limitation.
1.3 Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
Section 1.2 hereof shall be borne by the Company. All Selling Expenses relating
to Registrable Securities registered by the Holders shall be borne by the
Holders of such securities pro rata on the basis of the number of shares of
Registrable Securities so registered on their behalf.
1.4 Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to Section 1.2
hereof, the Company will, upon request, inform each Holder as to the status of
each such registration, qualification and compliance. At its expense the Company
will:
(a) keep such registration, and any qualification under state
securities laws which the Company determines to obtain, effective for a period
of 120 days or until the Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs, except that any registration on Form S-3 (or any form that allows
resales of the Registrable Securities on a delayed or continuous basis under
Rule 415 under the Securities Act), if applicable, or similar forms promulgated
in the future, and any qualification or compliance related thereto, shall be
kept effective until the Holder or Holders have completed the distribution
described in the registration statement; and
(b) furnish such number of prospectuses and other documents
incident thereto as a Holder from time to time may reasonably request.
Notwithstanding anything to the contrary contained herein, the
Company shall not be obligated to register any securities other than Common
Stock.
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1.5 Indemnification.
(a) The Company will indemnify each Holder, each of its
officers, directors and partners, and each person controlling such Holder within
the meaning of Section 15 of the Securities Act, with respect to which
registration, qualification or compliance has been effected pursuant to this
Agreement, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, claims, losses, damages and liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereof, incident to any such registration,
qualification or compliance, or arising out of 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, in light of the circumstances in
which they were made, not misleading, or any violation by the Company of any
rule or regulation promulgated under the Securities Act applicable to the
Company and relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and will reimburse each
such Holder, each of its officers, directors and partners, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action; provided 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 written
information furnished to the Company expressly for use in connection with such
registration pursuant to an instrument duly executed by or on behalf of such
Holder or underwriter. It is agreed that the indemnity agreement contained in
this Section 1.5(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Company (which consent will not be unreasonably withheld).
(b) Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each other such Holder, each of its officers, directors and
partners, and each person controlling such Holder within the meaning of Section
15 of the Securities Act, against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other document, or any
amendment or
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supplement thereof, incident to any such registration, qualification or
compliance, or arising out of or based upon any 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, and will reimburse the Company, such Holders or such
directors, officers, partners, persons, underwriters or control persons for any
legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that it is
judicially determined that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) was made in such registration statement,
prospectus, offering circular or other document solely in reliance upon and in
conformity with written information furnished to the Company expressly for use
in connection with such registration pursuant to an instrument duly executed by
or on behalf of such Holder. It is agreed that the indemnity agreement contained
in this Section 1.5(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the affected Holder (which consent will not be unreasonably
withheld).
(c) Each party entitled to indemnification under this Section
1.5 (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, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Agreement, unless such failure is prejudicial to the
Indemnifying Party in defending such claim or litigation. 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 with respect to such claim or litigation.
(d) If the indemnification provided for in this Section 1.5 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 hereunder, 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 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 relative fault of the Indemnifying Party and of the
Indemnified Party shall be
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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.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
1.6 Information by Holder. Any Holder of Registrable Securities
included in any registration shall promptly furnish to the Company such
information regarding such Holder and the distribution proposed by such Holder
as the Company reasonably requests in writing and as shall be required in
connection with any registration, qualification or compliance referred to in
Section 1.2 hereof.
1.7 Reporting. With a view to making available to the Holders the
full benefits of certain rules and regulations of the Commission which at any
time permit the sale of the Registrable Securities to the public without
registration or on short form registration statements, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144;
(b) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act;
(c) so long as a Holder owns any unregistered Registrable
Securities, furnish to such Holder upon request a written statement by the
Company as to its compliance or non-compliance with the reporting requirements
of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most
recent annual or quarterly report of the Company, and such other documents of
the Company as such Holder may reasonably request in availing itself of any rule
or regulation of the Commission allowing a Holder to sell any such securities
without registration; and
(d) upon receipt of a request to dispose of stock under Rule
144, use its best efforts promptly to obtain all documents, including an opinion
of the Company's counsel, necessary and appropriate to effect such transfer.
1.8 Transfer of Registration Rights. The rights to cause the Company
to register Registrable Securities granted to the Holders by the Company under
Section 1.2 hereof may be assigned, in whole or in part, by a Holder to a
transferee of such
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Holder's OP Units who has been admitted as a Substituted Limited Partner with
respect to such OP Units in accordance with the provisions of the Partnership
Agreement or to a transferee of shares of Common Stock held by such Holder
(which are Registrable Securities) (other than such a transfer effectively
registered under the Securities Act or in compliance with Rule 144). Any such
assignment shall be conditioned upon the transferees agreeing to be bound by the
provisions of this Agreement.
2. Prior Agreements. Upon execution of this Agreement by a given
Holder, this Agreement shall supersede all prior registration rights agreements
each such Holder may otherwise have with respect to the Common Stock or the OP
Units.
3. Assignability. Subject to Section 1.8 hereof, this Agreement
shall be binding upon and shall inure to the benefit of the respective heirs,
successors and assignees of the parties hereto.
4. Applicable Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Maryland, without
regard to the principles of conflicts of law.
5. Amendments. This Agreement may only be amended by a writing
consented to by the Company and by each Holder whose rights would be materially
adversely affected by such amendment.
6. Waiver. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement or
condition.
7. Counterparts. This Agreement 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. Each party shall become bound by this
Agreement immediately upon affixing its signature hereto.
8. Addresses and Notice. Any notice, demand, request or report
required or permitted to be given or made to the Company or to a Holder under
this Agreement shall be in writing and shall be deemed given or made when
delivered in person or when sent by first class United States mail to the
Company or to the Holder at the address set forth opposite such Holder's name in
Exhibit A or Exhibit B, as applicable, to this Agreement.
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IN WITNESS WHEREOF, the Company and the Holders have executed this
Agreement effective as of the date first above written.
CHATEAU PROPERTIES, INC.
By:______________________________
Name:
Title:
[INCLUDE SIGNATURE LINES FOR EACH
PERSON LISTED IN EXHIBIT
A]
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EXHIBIT A
HOLDERS
Number of Shares of
Name and Address Common Stock Held
---------------- -------------------
Xxxx X. XxXxxxxx
00000 Xxxxxxx Xxxx 00
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxx
7525 5. Flanders Xx.
Xxxxxx, XX 00000
Xxxx X. Xxxxx, Xx.
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx X. Xxxxxx
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxx, Xxxx 00
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx
0000 X. Xxxxxxxxx
Xxxxxxxxx, XX 00000
Xxxxx X. Xxxxxxx
00 Xxxx Xxxxx Xxxxx
Xxxxxxxxx Xxxxxxx, XX 00000
Xxxxxx Xxxx Xxxxx
The Xxxxx Group, Inc.
0000 Xxxxxxx, #000
Xxxxxx, XX 00000
A-1
Number of Shares of
Name and Address Common Stock Held
---------------- -------------------
A-2
