Exhibit 10.2.5
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 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 B & G Properties Company LLP ("B & G").
WHEREAS, on March 25, 1997, the Company, the Operating Partnership,
and B & G 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 the date hereof, B & G will acquire 114,798 Units (the
"Additional Units") in connection with the Operating Partnership's acquisition
of B & G's 26.95% interest in 2200/2300 Riverchase Center pursuant to a
Contribution Agreement effective as of November 1, 1997 by and between the
Operating Partnership and B & G; and
WHEREAS, the parties hereto have agreed that, except as stated
herein, they and the Additional Units shall be governed by and subject to the
Initial Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements set forth herein 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, B & G 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 or issuable upon the redemption of
Additional Units shall be deemed "Registrable Securities" as that term is
defined in the Initial Agreement.
2(c) B & G and its permitted successors and assigns shall be
deemed a "Holder" as that term is defined in the Initial Agreement and shall be
referred to as a Holder herein.
3. Lock-up Agreement.
3(a) Notwithstanding any other provision of this Agreement or
the Initial Agreement, each 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; 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, each
Holder shall be entitled to offer for sale pursuant to a Registration Statement
any Registrable Securities held by the Holder, 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 Holder(s) 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; Successors and Assigns; Counterparts; Headings;
Governing Law; Specific Performance. 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 Plaza COLONIAL PROPERTIES TRUST
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By:_/s/ ▇▇▇▇▇▇▇ ▇.
Nunnelley________
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Senior Vice President and
Secretary
Colonial Plaza COLONIAL REALTY LIMITED
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By: COLONIAL PROPERTIES
HOLDING COMPANY, INC.,
General Partner
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Nunnelley__Douglas ▇. ▇▇▇▇▇▇▇▇▇
Senior Vice President and
Secretary
Address:
B & G PROPERTIES COMPANY LLP
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/s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ Gorrie
Title: General Partner
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SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Dated as of November 1 , 1997
by and among
COLONIAL PROPERTIES TRUST,
COLONIAL REALTY LIMITED PARTNERSHIP
and
B & G PROPERTIES COMPANY LLP
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