Exhibit 10.2.6
SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
THIS SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this
"Agreement") is made and entered into as of July 1, 1997, by and among COLONIAL
PROPERTIES TRUST, an Alabama real estate investment trust (the "Company"),
Colonial Realty Limited Partnership, a Delaware limited partnership (the
"Operating Partnership"), and COLONIAL COMMERCIAL INVESTMENTS, INC. ("CCI").
WHEREAS, on September 29, 1993 the Company, Colonial Properties, Inc.
(of which CCI is the successor) and certain other parties entered into a
Registration Rights and Lock-up Agreement (the "Initial Agreement") pursuant to
which the Company granted to certain holders of Units (as defined in the Initial
Agreement) of the Operating Partnership certain registration rights, and such
holders agreed to certain lock-up arrangements;
WHEREAS, on July 1, 1996, CCI and certain other parties entered into
a Supplemental Registration Rights and Lock-Up Agreement pursuant to which
certain additional Units became subject to the terms and conditions of the
Initial Agreement;
WHEREAS, on the date hereof, CCI is or will become the owner of
27,275 Units (the "Additional Units") in connection with the transfer to the
Operating Partnership of the Xxxxxxx Xxxxx Apartments; and
WHEREAS, the parties hereto have agreed that, except as stated
herein, the Additional Units shall be subject to, and the parties hereto shall
be governed by, the terms and conditions of the Initial Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, agree as follows:
1. General.
1(a) Except as otherwise defined herein, all capitalized terms
used herein shall have the meanings ascribed to them in the Initial Agreement.
1(b) Except as otherwise provided herein, CCI and the Company
shall have all of the rights and obligations with respect to the Additional
Units as are provided for in the Initial Agreement with respect to the Common
Shares and Units expressly referred to therein. Nothing in this Agreement shall
be deemed to amend, waive, supplement, or otherwise affect the terms of the
Initial Agreement.
2. Definitions.
Except as otherwise provided herein,
2(a) The Additional Units shall be deemed "Units" as that term
is defined in the Initial Agreement, and any Common Shares issued upon
redemption of Additional Units shall be deemed "Shares" as that term is defined
in the Initial Agreement. The Additional Units and any Common Shares issuable
upon redemption of Additional Units are referred to herein collectively as "New
Securities."
2(b) Any Common Shares issued upon the redemption of Additional
Units shall be deemed "Registrable Securities" as that term is defined in the
Initial Agreement.
2(c) CCI and its permitted successors and assigns shall be
deemed "Holders" as that term is defined in the Initial Agreement and shall be
referred to as Holders herein.
3. Lock-up Agreement.
3(a) Notwithstanding any other provision of this Agreement or
the Initial Agreement, the Holder hereby agrees that, except as set forth in
Section 3(b) below, for a period of one year from the date hereof (the "Lock-up
Period"), without the prior written consent of the Company, it will not offer,
pledge, sell, contract to sell, grant any options for the sale of or otherwise
dispose of, directly or indirectly (collectively, "Dispose of"), any New
Securities (the "Lock-up").
3(b) The following transfers of New Securities shall not be
subject to the Lock-up set forth in Section 2(a):
(i) a Holder may Dispose of New Securities
as a gift or other transfer without consideration;
(ii) a Holder who is a natural person may Dispose of New
Securities to his or her spouse, siblings, parents or any
natural or adopted children or other descendants or to any
personal trust in which such family members or such Holder
retain the entire beneficial interest;
(iii)a Holder may Dispose of New Securities to any entity
that controls, is controlled by, or is under common control with
such Holder;
(iv) a Holder may Dispose of New Securities pursuant to a
pledge, grant of security interest or other encumbrance effected
in a bona fide transaction with an unrelated and unaffiliated
pledgee; and
(v) at the election of the Company, a Holder may Dispose of
New Securities in an underwritten public offering.
In the event a Holder Disposes of New Securities described in this
Section 3(b) (except pursuant to clause (iv) hereof), such New Securities shall
remain subject to this Agreement and, as a condition of the validity of such
disposition, the transferee shall be required to execute and deliver a
counterpart of this Agreement (except that a pledgee shall not be required to
execute and deliver a counterpart of this Agreement until it forecloses upon
such New Securities). Thereafter, such transferee shall be deemed to be a Holder
for purposes of this Agreement.
4. Shelf Registration Under the Securities Act.
Beginning after the expiration of the Lock-up Period, the
Holder(s) shall be entitled to offer for sale pursuant to a Registration
Statement any Registrable Securities held by the Holder(s), subject to the terms
and conditions, and pursuant to the procedures, specified in Sections 3 and 4 of
the Initial Agreement.
5. Indemnification; Contribution.
The parties agree to indemnify and hold harmless, with respect
to any registration of Registrable Securities hereunder, to the same extent as
specified in Section 5 of the Initial Agreement.
6. Rule 144 Sales.
The Company covenants to undertake all such steps as are
specified in Section 6 of the Initial Agreement in order to enable any Holder to
sell Common Shares issued or issuable upon redemption of Additional Units
pursuant to Rule 144 under the Securities Act.
7. Miscellaneous.
7(a) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given without the written consent of the Company and the Holders of a
majority in amount of the outstanding New Securities; provided, however, that no
amendment, modification or supplement or waiver or consent to the departure with
respect to the provisions of Sections 3, 4, 5 or 6 hereof shall be effective as
against any Holder of New Securities unless consented to in writing by such
Holder of New Securities. Notice of any amendment, modification or supplement to
this Agreement shall be provided by the Company to each Holder of New Securities
at least thirty (30) days prior to the effective date of such amendment,
modification or supplement.
7(b) Notices; Counterparts; Headings; Successors and Assigns;
Specific Performance; Governing Law. The parties agree to be governed with
respect to the subject matter hereof by the provisions set forth in Sections
7(b), 7(c), 7(e), 7(f), 7(g) and 7(h) of the Initial Agreement.
7(c) Entire Agreement. This Agreement is intended by the parties
as a final expression of their agreement with respect to the New Securities and
is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or caused this Agreement to be duly executed on its behalf, as of the
date first written above.
Address:
0000 0xx Xxxxxx Xxxxx, COLONIAL PROPERTIES TRUST
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
By:_/s/ Xxxx X.
Earle___________
Name: Xxxx X. Xxxxx
Title: Executive Vice
President
0000 0xx Xxxxxx Xxxxx, COLONIAL REALTY LIMITED
Xxxxx 000 XXXXXXXXXXX
Xxxxxxxxxx, Xxxxxxx 00000
By: COLONIAL PROPERTIES
HOLDING COMPANY, INC.,
General Partner
By: _/s/ Xxxx X.
Earle____
Name: Xxxx X. Xxxxx
Title: Executive Vice
President
Address: COLONIAL COMMERCIAL
INVESTMENTS, INC.
0000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
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SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Dated as of July 1, 1997
by and among
COLONIAL PROPERTIES TRUST,
COLONIAL REALTY LIMITED PARTNERSHIP
and
COLONIAL COMMERCIAL INVESTMENTS, INC.
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