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ATL01/10608033v2
Execution Copy
October 29, 1999
Wells Fargo Bank, National
Association, as Agent
Each of the Lenders party to the Credit
Agreement referred to below
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999 (as amended and in effect immediately prior to the
date hereof, the "Credit Agreement"), by and among Regency Centers, L.P. (the
"Borrower"), Regency Realty Corporation (the "Parent"), the financial
institutions party thereto and their assignees under Section 12.8 thereof (the
"Lenders"), Wells Fargo Bank, National Association, as Agent (the "Agent"), and
the Syndication Agent, Documentation Agent and Managing Agents named therein.
Capitalized terms used herein, and not otherwise defined herein, have their
respective meanings given them in the Credit Agreement.
The Borrower previously requested and the Agent and Lenders agreed
pursuant to a letter agreement dated as of June 30, 1999 to extend the deadline
set forth in Section 8.25.(d)(i) by which the Parent is required to transfer its
general partnership interest in Retail Property Partners Limited Partnership
("RPPLP") to the Borrower (or cause the merger of RPPLP with and into the
Borrower) from June 30, 1999 to October 31, 1999. The new deadline expires on
October 31, 1999.
The Borrower hereby requests that the Agent and Lenders extend such
deadline from October 31, 1999 to on or before December 31, 1999.
Additionally, the Borrower requests that:
(a) Section 8.14 of the Credit Agreement be amended by deleting the
second sentence of Section 8.14 in its entirety and replacing it with the
following:
"Except as permitted in Section 8.23, the Borrower will not use any
proceeds of the Loans for the purpose of purchasing or carrying any "margin
stock" within the meaning of Regulations U and X."
(b) Section 8.23 of the Credit Agreement be amended by deleting Section
8.23 in its entirety and replacing it with the following:
"SECTION 8.23 Distributions.
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If no Event of Default shall have occurred and be continuing,
none of the Parent, the Borrower or any Subsidiary (other than Wholly
Owned Subsidiaries) shall directly or indirectly declare or make, or
incur any liability to make, any Restricted Payments other than:
(a)(i) distributions to its shareholders, partners or members,
as applicable, and (ii) payments made by the Parent to purchase
outstanding shares of the common stock of the Parent (other than
payments described in clause (b) below), which distributions and
payments in the aggregate shall not exceed 95% of Funds From Operations
as of the end of each fiscal quarter for the four fiscal quarter period
then ending; provided, however, that any payments made pursuant to
clause (ii) above shall not exceed 10% of Funds from Operations for
such four quarter period
(b) other payments made by the Parent to purchase outstanding
shares of the common stock of the Parent up to an amount equal to the
aggregate net proceeds received by the Parent or the Borrower in
connection any issuance by the Parent or the Borrower of Preferred
Stock (which payments may be made with proceeds of Loans to the extent
net proceeds of such Preferred Stock issuance were used to make an
optional prepayment of outstanding Loans); provided, however, that any
such payments made pursuant to this clause (b) must be made within
twelve months after the date of issuance of such Preferred Stock; and
(c) distributions of capital gains resulting from certain
asset sales to the extent necessary to maintain compliance with Section
8.18.
If an Event of Default under Section 10.1.(a) shall have occurred and
be continuing as a result of the Borrower's failure to pay any
principal of or interest on any of the Obligations, none of the Parent,
the Borrower or any Subsidiary (other than Wholly-Owned Subsidiaries)
shall directly or indirectly declare or make, or incur any liability to
make, any Restricted Payments. If any other Event of Default shall have
occurred and be continuing, none of the Parent, the Borrower or any
Subsidiary (other than Wholly Owned Subsidiaries) shall directly or
indirectly declare or make, or incur any liability to make, any
Restricted Payments except that the Parent may make distributions to
its shareholders in the minimum amount necessary to maintain compliance
with Section 8.18."
To induce the Lenders to agree as requested above, the Borrower makes
the following representations and warranties (the accuracy of which assumes the
Lenders have agreed as requested above):
(i) no Default or Event of Default has occurred and is continuing; and
(ii) the representations and warranties of Borrower and
Guarantors contained in the Loan Documents to which any is a party are
true in all material respects as of the date hereof except to the
extent (x) such representations or warranties specifically relate to an
earlier date or (y) such representations or warranties have become
untrue by reason of events or conditions otherwise permitted under the
other Loan Documents.
The Parent and the Borrower each confirms that this letter agreement is
a Loan Document. Further, the Parent and the Borrower each acknowledges that
this letter agreement applies only to the Sections and definition of the Credit
Agreement specifically referred to above and shall not be construed to be a
waiver or amendment of any of the other terms and conditions of the Credit
Agreement or any of the other Loan Documents.
Each reference to the Credit Agreement in any of the Loan Documents
(including the Credit Agreement) shall be deemed to be a reference to the Credit
Agreement, as amended by this letter agreement.
This letter agreement may be executed in counterparts and shall be
governed by and construed in accordance with the laws of the State of Georgia.
Very truly yours,
REGENCY CENTERS, L.P.
BY: Regency Realty Corporation, it general partner
By:
Title:
REGENCY REALTY CORPORATION
By:
Title:
[Acceptance on Following Page]
[Letter Agreement dated as of October 29, 1999 regarding
Regency Centers, L.P.]
Agreed and Accepted:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent
By:_________________________________________
Name:__________________________________
Title:_________________________________
WACHOVIA BANK, N.A.
By:_________________________________________
Name:__________________________________
Title:_________________________________
PNC BANK, NATIONAL ASSOCIATION
By:_________________________________________
Name:__________________________________
Title:_________________________________
CHASE BANK OF TEXAS, N.A.
By:_________________________________________
Name:__________________________________
Title:_________________________________
SUNTRUST BANK, ATLANTA
By:_________________________________________
Name:__________________________________
Title:_________________________________
LASALLE NATIONAL BANK
By:_________________________________________
Name:__________________________________
Title:_________________________________
BANK ONE, ARIZONA, NA, a national banking association
By:_________________________________________
Name:__________________________________
Title:_________________________________
FIRST UNION NATIONAL BANK
By:_________________________________________
Name:__________________________________
Title:_________________________________
COMMERZBANK AG, ATLANTA AGENCY
By:_________________________________________
Name:__________________________________
Title:_________________________________
AMSOUTH BANK
By:_________________________________________
Name:__________________________________
Title:_________________________________
SOUTHTRUST BANK, N.A.
By:_________________________________________
Name:__________________________________
Title:_________________________________
ING (U.S.) CAPITAL LLC
By:_________________________________________
Name:__________________________________
Title:_________________________________
STAR BANK, N.A.
By:_________________________________________
Name:__________________________________
Title:_________________________________
MELLON BANK, N.A.
By:_________________________________________
Name:__________________________________
Title:_________________________________