[Execution Copy]
Pricing Agreement
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
As Representatives of the several
Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
January 15, 2002
Ladies and Gentlemen:
Regency Centers, L.P., a Delaware limited partnership (the
"Partnership"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated January 15, 2002 (the "Underwriting
Agreement"), between the Partnership and Regency Centers Corporation, a Florida
corporation (the "Guarantor"), on the one hand and Goldman, Sachs & Co. and J.
P. Morgan Securities Inc., on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Partnership and the
Guarantor agree to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Partnership
and the Guarantor at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the principal amount of Designated
Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, the Partnership and the Guarantor.
Very truly yours,
Regency Centers, L.P.
By: Regency Centers Corporation,
general partner
By:______________________________________
Name:
Title:
Regency Centers Corporation
By:______________________________________
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
By:__________________________________
(Goldman, Sachs & Co.)
J. P. Morgan Securities Inc.
By:___________________________________
(J. P. Morgan Securities Inc.)
On behalf of each of the Underwriters
SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Underwriter Purchased
----------- ---------
Goldman, Sachs & Co............................................... $ 100,000,000
J.P. Morgan Securities Inc........................................ $ 100,000,000
First Union Securities, Inc....................................... $ 23,750,000
Commerzbank Capital Markets Corp.................................. $ 6,250,000
PNC Capital Markets, Inc.......................................... $ 6,250,000
Wells Fargo Brokerage Services, LLC............................... $ 6,250,000
U. S. Bancorp Piper Jaffray Inc................................... $ 3,750,000
SunTrust Capital Markets, Inc..................................... $ 3,750,000
-------------
Total........................................... $ 250,000,000
SCHEDULE II
Title of Designated Securities:
6.75% Notes due January 15, 2012
Aggregate principal amount:
$250,000,000
Price to Public:
99.85% of the principal amount of the Designated Securities, plus
accrued interest, if any, from January 18, 2002 to the Time of Delivery
Purchase Price by Underwriters:
99.20% of the principal amount of the Designated Securities, plus
accrued interest, if any, from January 18, 2002 to the Time of Delivery
Form of Designated Securities:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time) on January 18, 2002
Indenture:
Indenture dated December 5, 2001 among the Partnership, the Guarantor
and First Union National Bank, as Trustee
Maturity:
January 15, 2012
Interest Rate:
6.75%
Interest Payment Dates:
January 15 and July 15, commencing July 15, 2002
Redemption Provisions:
The Designated Securities may be redeemed by the Partnership, in whole
or in part, at any time at a redemption price equal to the sum of (a)
the principal amount of the Designated Securities being redeemed plus
accrued interest thereon to the Redemption Date (as defined in the
Indenture) and (b) the Make-Whole Amount (as defined in the Indenture),
if any, with respect to such Designated Securities.
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Designated Securities:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Additional Closing Conditions:
None
Names and addresses of Representatives:
Designated Representatives: Goldman, Sachs & Co. and J. P. Morgan
Securities Inc.
Address for Notices, etc.: c/o Goldman, Sachs & Co., 85 Broad Street,
New York, New York 10004
Other Terms:
None