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Exhibit 9.2
WAIVER
THIS WAIVER (the "Waiver") dated as of February 28, 1999, is made by
and among Security Capital U.S. Realty, a Luxembourg corporation, Security
Capital Holdings S.A., a Luxembourg corporation (together with Security Capital
U.S. Realty, "Investor") and Regency Realty Corporation, a Florida corporation
("Regency"). Any capitalized term used but not defined herein shall have the
meaning ascribed thereto in the Stockholders Agreement (as hereinafter defined).
WHEREAS, the parties hereto and The Regency Group, Inc. entered into
a Stockholders Agreement, dated as of July 10, 1996 (the "Stockholders
Agreement"), pursuant to which, among other things, Investor has agreed to
certain restrictions during the Standstill Period;
WHEREAS, LaSalle Advisors Limited ("LaSalle") and its Affiliates
directly and indirectly Beneficially Own capital stock of Regency and Pacific
Retail Trust, a Maryland real estate investment trust ("Pacific Retail"), in
each case as set forth in Exhibit A hereto;
WHEREAS, Regency and Pacific Retail have entered into an Agreement
and Plan of Merger dated as of September 23, 1998 (the "Merger Agreement"),
pursuant to which Pacific Retail will merge with and into Regency (the
"Merger");
WHEREAS, upon completion of the Merger the shares of capital stock
of Pacific Retail will be converted into capital stock of Regency in accordance
with the Merger Agreement, and LaSalle and its Affiliates will Beneficially Own
7,157,948 shares (the "LaSalle Shares") of Regency common stock, par value $.01
per share ("Regency Common Stock"), assuming conversion of all shares of capital
stock convertible into Regency Common Stock, as set forth in Exhibit A hereto;
WHEREAS, Investor has agreed that the acquisition of Beneficial
Ownership of shares of Regency Common Stock by LaSalle and its Affiliates in the
Merger will not result in termination of the Standstill Period, subject to and
in accordance with the terms and conditions of this Waiver;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Ownership by LaSalle and its Affiliates of greater than 9.8% of
the Voting Securities.
(a) Regency represents and warrants that (x) neither
LaSalle nor its Affiliates Beneficially Own any Voting Securities or any
securities convertible into Voting Securities other than the LaSalle Shares, and
(y) upon completion of the Merger, the LaSalle Shares will represent 11.7% of
the voting power of the outstanding shares of Voting Securities, assuming
conversion of the Class B Common Stock, par value $.01 per share, of Regency.
(b) Notwithstanding clause (ii) of Section 5.1(a) of the
Stockholders Agreement, the Standstill Period shall not terminate as a result of
LaSalle acquiring Beneficial
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Ownership of any of the LaSalle Shares on or prior to the date hereof; provided,
however, that the acquisition by LaSalle or any of its Affiliates of Beneficial
Ownership of any Voting Securities at any time after the date hereof shall
terminate the Standstill Period if after giving effect to such acquisition
LaSalle and its Affiliates Beneficially Own more than 9.8% of the voting power
of the outstanding shares of Voting Securities (any such shares in excess of
such 9.8%, the "Excess Shares"), unless (x) the Excess Shares are at or
immediately following their acquisition deprived of all voting rights pursuant
to limitations on ownership of shares contained in the Company Charter, as in
effect at the relevant time, or in any other legal, valid and enforceable
agreement, plan or other right in effect at such time, or (y) provided the
Excess Shares represent no more than 5.2% of the voting power of the outstanding
Voting Securities, Regency, no later than the earlier of (aa) sixty days after
the date of such acquisition, and (bb) the record date for the first meeting of
shareholders after such record date, has caused LaSalle and its Affiliates to
cease, or LaSalle and its Affiliates otherwise cease having Beneficial Ownership
of the Excess Shares.
IN WITNESS WHEREOF, this Waiver has been signed by or on behalf of
each of the parties hereto as of this 28th day of February, 1999.
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
SECURITY CAPITAL U.S. REALTY
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
Accepted and Agreed by:
REGENCY REALTY CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Managing Director and Executive Vice President