Exhibit 10.2
[Security Capital Group Incorporated Letterhead]
June 14, 2000
Mr. Martin E. Stein Jr.
Chairman and Chief Executive Officer
Regency Realty Corporation
121 W. Forsyth Street, Suite 200
Jacksonville, FL 32202
Dear Hap:
Reference is made to the Stockholders Agreement, dated as of July 10, 1996,
by and among Regency Realty Corporation, Security Capital Holdings S.A.,
Security Capital U.S. Realty and the Regency Group, Inc. (as amended, the
"Stockholders Agreement"). Capitalized terms used but not defined herein have
the meanings ascribed to such terms in the Stockholders Agreement.
This letter is to confirm your understanding and agreement that in the
event Security Capital Group Incorporated ("Group") or any controlled Affiliate
that is at least 98% directly or indirectly owned by Group (collectively, "SCZ",
but excluding USREALTY and Buyer and any person already included within the
definition of Investor in the Stockholders Agreement) should acquire all or
substantially all the Company Common Stock now owned by Buyer, that
(i) such acquisition will not constitute a Transfer prohibited or
restricted by the Stockholders Agreement (including without
limitation by Section 5.2(a)(ii) or 5.2(a)(vii) of the Stockholders
Agreement or by the Company Charter), but shall instead be permitted
as if SCZ were (and conditioned on and subject to SCZ's undertakings
in paragraphs (v) and (vi) below and its agreement in paragraph (ii)
below to be so treated and bound as) an "Investor" under the
provisions of the Stockholders Agreement (and SCZ shall, from and
after such acquisition, for all purposes of the Stockholders
Agreement, be considered to be an "Investor" thereunder, and a
"Special Shareholder" under the Company Charter);
(ii) SCZ will from and after such acquisition be in all respects bound by
and subject to the terms and conditions of the Stockholders Agreement
(and under any other agreements between the Company and Buyer or
USREALTY) fully and to the same extent as Investor is bound
thereunder (and SCZ does hereby agree to be so bound), shall be
entitled to the same benefits and rights thereunder (and under any
other agreements between the Company and Buyer or USREALTY), and
shall for all purposes be considered to be an "Investor" thereunder;
<PAGE>
(iii) from and after such acquisition, clause (x) in the first sentence of
Section 5.1(a) and Section 5.1(b) of the Stockholders Agreement shall
be modified to, in each case, replace the words "the fifth
anniversary of the date hereof" with the words "January 10, 2003";
(iv) the provisions of Sections 6.1(a)(B), 6.1(a)(E), 6.1(b) and 6.2 of
the Stockholders Agreement shall no longer be applicable from and
after such acquisition;
(v) following such acquisition, and notwithstanding anything to the
contrary in the Stockholders Agreement, SCZ agrees to permit the
Company to submit to the shareholders of the Company for their
consideration a proposal to eliminate Sections 5.1(i) and 5.14 of the
Restated Articles of Incorporation of the Company, as amended as of
the date hereof, and SCZ will vote or cause to be voted all shares of
Company Common Stock Beneficially Owned by it in favor of such
proposal; and
(vi) From and after such acquisition, the right of Security Capital (as
defined in the Partnership Agreement) to consent to any amendment to,
or modification or supplement of, the Third Amended and Restated
Agreement of Limited Partnership of Regency Centers, L.P. (the
"Partnership Agreement") pursuant to Section 14.1(f) of the
Partnership Agreement shall terminate upon the 15% Termination Date;
and upon such acquisition, SCZ will, and does hereby agree thereupon
to, consent to an appropriate amendment to the Partnership Agreement
to such effect.
The Company's consent to any such acquisition of Company Common Stock by
SCZ is conditioned on there not having occurred, on or prior to such
acquisition, a "change of control" of Group, as defined below, and Group not
having agreed to engage in any transaction that would result in a change of
control of Group. For purposes of this agreement, "change of control" of Group
shall mean:
(i) any person or group (within the meaning of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended) who is not already
such an owner as of the date of this letter becomes, directly or
indirectly, the beneficial owner of voting securities of Group
entitled to cast 20% or more of the votes entitled to be cast in
respect of the election of directors of Group by all outstanding
voting securities of Group;
(ii) the sale, lease or other transfer of all or substantially all of the
consolidated assets of Group to any unrelated person or group; or
(iii) Group's consolidation with or merger with or into any person if
immediately following the consummation of such transaction persons
owning a majority of the voting securities of Group outstanding prior
to such transaction cease to own a majority of the voting securities
of Group or the surviving corporation in such transaction.
<PAGE>
Each of the parties to this letter agree that, from time to time, each of
them will take such actions as may be necessary or reasonably requested by the
other party to carry out the purposes and intents hereof. This letter may be
amended, modified, superseded, cancelled, renewed or extended only by a written
instrument signed by the party to be charged therewith.
If you are in agreement with the foregoing, please sign below to indicate
your understanding and agreement regarding this matter.
Sincerely,
SECURITY CAPITAL GROUP
INCORPORATED
/s/ Paul E. Szurek
Paul E. Szurek
Chief Financial Officer
Agreed and Acknowledged:
REGENCY REALTY CORPORATION
By: /s/ Bruce M. Johnson
Name: Bruce M. Johnson
Title: Managing Director and
Chief Financial Officer
