[Execution Copy]
Pricing Agreement
Goldman, Sachs & Co.,
As Representatives of the several
Underwriters named in Schedule I hereto,
85 Broad Street,
New York, New York 10004.
April 8, 1999
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 April 7, 1999 (the "Underwriting
Agreement"), between the Partnership and Regency Realty Corporation, a Florida
corporation ("Regency"), on the one hand and Goldman, Sachs & Co. 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
Guarantors 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 Guarantors, 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
[Execution Copy]
Underwriters, the Partnership and Regency. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is or will be pursuant to
the authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Partnership and Regency for examination upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
Regency Centers, L.P.
By: Regency Realty Corporation,
general partner
By: /s/ J. Christian Leavitt
Name: J. Christian Leavitt
Title: Senior Vice President
Regency Realty Corporation
By: /s/ J. Christian Leavitt
Name: J. Christian Leavitt
Title: Senior Vice President
Accepted as of the date hereof:
Goldman, Sachs & Co.
_______________________________________
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
[Execution Copy]
SCHEDULE I
Principal
Amount of
Designated
Underwriter Securities
----------- to be
Purchased
---------
Goldman, Sachs & Co................................$32,600,000
Morgan Stanley & Co. Incorporated.................. 5,800,000
Prudential Securities Incorporated................. 5,800,000
Salomon Smith Barney Inc........................... 5,800,000
-----------
Total............................$50,000,000
===========
[Execution Copy]
SCHEDULE II
Title of Designated Securities:
7.75% Notes due April 1, 2009
Aggregate principal amount:
$50,000,000
Price to Public:
100.000% of the principal amount of the Designated Securities, plus
accrued interest, if any, from April 14, 1999 to the Time of Delivery
Purchase Price by Underwriters:
99.350% of the principal amount of the Designated Securities, plus
accrued interest, if any, from April 14, 1999 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 April 14, 1999
Indenture:
Indenture dated as of March 9, 1999 among the Partnership, the
Guarantors named therein and First Union National Bank, as Trustee
Maturity:
April 1, 2009
Interest Rate:
7.75%
[Execution Copy]
Interest Payment Dates:
April 1 and October 1
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 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.
Address for Notices, etc.: 85 Broad Street, New York, New York 10004
Other Terms:
None