EXHIBIT 6.2
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT (the
"Amendment"), dated as of December 4, 1997, is made by and
among Regency Realty Corporation, a Florida corporation (the
"Company"), Security Capital U.S. Realty, a Luxembourg corpora-
tion, and Security Capital Holdings S.A., a Luxembourg corpora-
tion (together with Security Capital U.S. Realty and others
specified in the Stockholders Agreement, "Investor"). Capital-
ized terms used and not defined herein shall have the meanings
ascribed to them in the Stockholders Agreement.
BACKGROUND:
WHEREAS, the parties hereto and The Regency Group,
Inc. entered into a Stockholders Agreement, dated as of July
10, 1996 (the "Stockholders Agreement"); and
WHEREAS, the parties hereto entered into Amendment
No. 1 to Stockholders Agreement dated as of February 10, 1997
("Amendment No. 1") providing for, among other things, a Spe-
cial Purchase Right (as defined in Amendment No. 1) altering
Investor's participation rights that otherwise would apply pur-
suant to Section 4.2 of the Stockholders Agreement in connec-
tion with the Company's acquisition of assets pursuant to a
Contribution Agreement and Plan of Reorganization dated as of
February 10, 1997 by and among Branch Properties, L.P., Branch
Realty, Inc. and the Company; and
WHEREAS, pursuant to a Subscription Agreement of even
date herewith (the "Subscription Agreement"), Investor is com-
pleting the final exercise of its Special Purchase Right; and
WHEREAS, pursuant to the Subscription Agreement, In-
vestor also is exercising participation rights with respect to
shares of Company Common Stock issued by the Company from time
to time each quarter since July 10, 1996 through September 30,
1997 pursuant to the Company's Dividend Reinvestment Plan, its
Long-Term Omnibus Plan and certain other employee benefit
plans; and
WHEREAS, the Company and Investor wish to amend Sec-
tion 4.2 of the Stockholders Agreement to provide for a proce-
dure for the Company to provide a Participation Notice once
each quarter with respect to capital stock that it issues pur-
suant to such types of plans from time to time each quarter,
instead of being required to issue numerous Participation No-
tices throughout the quarter each time any such issuance oc-
curs; and
WHEREAS, Investor desires to waive certain provisions
of Section 5.14 of the Company's Articles of Incorporation en-
acted for Investor's benefit and the Company agreed to accept
such waiver.
NOW, THEREFORE, in consideration of the mutual cov-
enants and agreements contained in this Amendment and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Quarterly Participation Right. A new Section
4.2(f) shall be added to the Stockholders Agreement, which
shall read in full as follows:
(f) Quarterly Participation Right. Any-
thing in this Section 4.2 to the contrary notwith-
standing, in the event the Company issues capital
stock pursuant to any dividend reinvestment plan,
employee stock option plan, pension or profit sharing
plan, employee stock purchase plan or other benefit
plan (collectively, the "Plans"), the Company shall
not be required to send Investor a Participation No-
xxxx with respect to each such issuance or proposed
issuance thereunder, but in lieu thereof shall be
required to send a single Participation Notice no
later than the 15th day of each calendar quarter,
beginning January 15, 1998, with respect to all issu-
ances of capital stock that have taken place under
Plans during the immediately preceding calendar quar-
ter (collectively, the "Quarterly Plan Issuances").
Investor shall have the right to exercise its par-
ticipation right with respect to such Quarterly Plan
Issuances set forth in Section 4.2(a) of the Stock-
holders Agreement, by delivering an Exercise Notice
pursuant to Section 4.2(b) of the Stockholders Agree-
ment. In the event that Investor exercises its par-
ticipation right, the closing with respect to such
Quarterly Plan Issuances shall take place on the 15th
day of the second calendar month of the quarter in
which the Participation Notice was delivered (or on
the next succeeding business day if the 15th day is
not a business day).
2. Application of Section 5.14 of Company Charter.
From and after the date hereof, Section 5.14 of the Company
Charter shall apply to the Transfer of shares of Capital Stock
to the Special Shareholders (as such terms are defined in the
Company Charter), as if (a) the first sentence of said Section
5.14 did not contain the parenthetical clause "(other than a
Special Shareholder)" and (b) such Section did not contain the
Presumption (as defined in the Company Charter), and, in lieu
of the Presumption, required that Section 5.14 be applied to
the Special Shareholders by taking into account the Special
Shareholders' actual share ownership and actual status under
the definition of "Non-U.S. Person". The preceding sentence
shall not apply from and after the date on which the Special
Shareholder notifies the Corporation in writing that such sen-
tence shall no loner have any force or effect. The Board of
Directors will authorize and recommend for approval (and shall
not thereafter withdraw or modify such recommendation) by the
Shareholders of the Company at the next annual meeting of
shareholders an amendment to the Company's Charter in a form
reasonably approved by Investor to make such amendments thereto
as to provide for the modifications contemplated by this Sec-
tion 2. The Company will further take action requested by In-
vestor which is reasonably calculated to put its shareholders
and prospective shareholders on notice of the modifications
contemplated by this Section 2.
3. Matters of Historical Interest Only. Section 1
of Amendment No. 1 is hereby deleted as a matter of historical
interest only.
4. No Effect on Consistent Terms. All terms of the
Stockholders Agreement not inconsistent with this Amendment
shall remain in place and in full force and effect
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and shall be unaffected by this Amendment, and shall continue to
apply (i) to the Stockholders Agreement as amended by Amendment
No. 1 and as amended hereby and (ii) to this amendment. From and
after the date hereof, each reference to the Stockholders Agreement
in any other instrument or document shall be deemed a reference
to the Stockholders Agreement as amended by Amendment No. 1 and
as amended hereby, unless the context otherwise requires.
5. Headings. The headings contained in this Amend-
ment are inserted for convenience of reference only and shall
not affect the meaning or interpretation of this 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.
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IN WITNESS WHEREOF, this Amendment has been signed by
or on behalf of each of the parties hereto as of the day first
above written.
REGENCY REALTY CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Managing Director
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Xxxxx Xxxx
Xxxxx X. Xxxx
Vice President
SECURITY CAPITAL U.S. REALTY
By: /s/ Xxxxx Xxxx
Xxxxx X. Xxxx
Vice President
