Exhibit 10.2.11
SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
THIS SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this
"Agreement") is made and entered into as of November 18, 1998, 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 July 1, 1997, CCI entered into a second 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 October 7, 1998, CCI became the owner of 34,700 Units in
connection with the transfer to the Operating Partnership of a certain parcel of
land in Montgomery County, Alabama, commonly known as a portion of Montgomery
Promenade;
WHEREAS, on the date hereof, CCI is or will become the owner of 36,647
Units (such number of Units, together with the 34,700 Units described above,
shall be referred to hereinafter as the "Additional Units") in connection with
the transfer to the Operating Partnership of Research Office Park-Huntsville, an
office complex in Huntsville, Alabama; 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 respective dates of
issuance of the Additional Units (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; and
(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. 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 person who is then a 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 promptly be provided by the Company to
each Holder of New Securities.
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:
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, COLONIAL PROPERTIES TRUST
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, COLONIAL REALTY LIMITED
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
By: COLONIAL PROPERTIES HOLDING COMPANY, INC.,
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
Address: COLONIAL COMMERCIAL INVESTMENTS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT Dated as of November 18,
1998 by and among COLONIAL PROPERTIES TRUST, COLONIAL REALTY LIMITED PARTNERSHIP
and COLONIAL COMMERCIAL INVESTMENTS, INC.