Exhibit 10.2.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement")
is made and entered into as of November 4, 1994, by and between
Colonial Properties Trust (the "Company") and Xxxxxx X. Xxxxxx,
Xxxxx X. Xxxxxx, and Xxxxxx X. Xxxxxx (the "Sellers").
WHEREAS, each of the Sellers is a party to a Registration Rights and
Lock-Up Agreement made and entered into as of September 29, 1993, by and among
the Company, the Sellers, and certain other parties who are signatories thereto
(the "1993 Agreement").
WHEREAS, this Agreement is made and entered into in connection with
and on the date of the sale to Colonial Realty Limited Partnership (the
"Operating Partnership") by the Sellers of their one-half interest in certain
land located in Mobile, Alabama to be used in development of Phase II of the
Operating Partnership's existing Inverness Apartments (the "Inverness Land").
WHEREAS, in connection with the sale of their one-half interest in
the Inverness Land to the Operating Partnership, the Operating Partnership is
issuing to the Sellers on the date hereof Class B units of limited partnership
interests in the Operating Partnership (such units, together with the Class A
units into which they will convert in the future, the "New Units").
WHEREAS, in order to induce the Sellers to sell to the Operating
Partnership their one-half interest in the Inverness Land in exchange for the
New Units, the Company desires to enter into this Agreement with the Sellers.
NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, and the agreements, terms and conditions hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, agree as follows:
1. Definitions. All capitalized terms set forth herein shall have the
meanings assigned to them in Section 1 of the 1993 Agreement, unless such terms
are otherwise specifically defined herein.
2. Registration Rights.
2(a) The parties hereto agree that the New Units shall be deemed
to be "Units" for purposes of the 1993 Agreement, and that, as such, the New
Units shall be deemed entitled to all the rights and benefits and to be subject
to all of the terms and conditions of the 1993 Agreement, which are hereby
incorporated by reference except as otherwise provided herein; provided,
however, that Sections 2 and 7(d) of the 1993 Agreement shall not apply to the
New Units or any Common Shares issued upon the redemption thereof, and all
references to the Lock-Up or to the Lock-Up Period shall be inapplicable to the
New Units and to any Common Shares issued upon the redemption thereof.
2(b) The parties hereto agree that each of the Sellers shall be
deemed to be an "Affiliated Holder" for purposes of the 1993 Agreement. For
purposes of the first sentence of Section 3(a) of the 1993 Agreement, the rights
of each Affiliated Holder shall begin on the first anniversary of the date
hereof with respect to the New Units.
3. Amendments and Waivers. Notwithstanding Section 7(a) of the
1993 Agreement, this Agreement may be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof and of the 1993
Agreement may be given, upon the written consent of the Company and the holders
of a majority in amount of the New Units (including any Common Shares issued
upon the redemption thereof).
4. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
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.
COLONIAL PROPERTIES TRUST
By:___/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Senior Vice President
and Chief Financial
Officer
By:___/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
By:___/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
By:___/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
