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EXECUTION COPY
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of September 16, 1996
by and among REGENCY REALTY CORPORATION ("Borrower"), each of the Guarantors
signatory hereto ("Guarantors"), each of the Lenders signatory hereto
("Lenders") and XXXXX FARGO BANK, N.A., a national banking association and
successor in interest to Xxxxx Fargo Realty Advisors Funding, Incorporated,
individually ("Xxxxx Fargo") and as Agent ("Agent").
WHEREAS, Borrower, Lenders and Agent are parties to that certain Credit
Agreement dated as of May 17, 1996 (as amended prior to the date hereof, the
"Credit Agreement") and desire to amend certain provisions of the Credit
Agreement on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
Section 1. Specific Amendments to Credit Agreement.
(a) The Credit Agreement is hereby amended by deleting from Section 1.1
the definitions of the terms "Eligible Property", "Gross Asset Value" and
"Revolving Commitment" and substituting in their respective places the
following:
"Eligible Property" means a Property which satisfies all of the
following requirements as determined by the Agent: (a) such Property is
owned in fee simple by the Borrower or a Wholly Owned Subsidiary of the
Borrower; (b) neither such Property, nor any interest of the Borrower or
such Wholly Owned Subsidiary therein, is subject to any Lien other than
Permitted Liens or to any agreement (other than this Agreement or any
other Loan Document) that prohibits the creation of any Lien thereon as
security for Indebtedness; (c) if such Property is owned by a Wholly
Owned Subsidiary, none of the Borrower's direct or indirect ownership
interest in such Wholly Owned Subsidiary is subject to any Lien other
than Permitted Liens or to any agreement (other than this Agreement or
any other Loan Document) that prohibits the creation of any Lien thereon
as security for Indebtedness; and (d) such Property is free of all
structural defects, title defects, environmental conditions or other
adverse matters except for defects, conditions or matters individually
or collectively which are not material to the profitable operation of
such Property.
"Gross Asset Value" means, at a given time, the sum of (a) the
Borrower's Capitalized EBITDA at such time, plus (b) the purchase price
paid by the Borrower (less any amounts paid to the Borrower as a
purchase price adjustment, held in escrow, retained as a contingency
reserve, or other similar arrangements) for any real property acquired
for development by the Borrower as a Property during the Borrower's
fiscal quarter most recently ended, plus (c) all of Borrower's cash and
cash equivalents as of the end of such fiscal quarter, plus (d) with
respect to each of the Borrower's Unconsolidated Affiliates, (1) with
respect to any of such Unconsolidated Affiliate's Properties under
construction, the Borrower's pro rata share of the book value of
Construction in Process for such Property as of the end of such fiscal
quarter and (2) with respect to any of such Unconsolidated Affiliate's
Properties which have been completed, the Borrower's pro rata share of
Capitalized EBITDA of such Unconsolidated Affiliate attributable to such
Properties, plus (e) the book value of all Construction in Process for
real property (including Eckerd Projects) acquired for development by
any Loan Party as a Property as such book value is set forth on the
Borrower's consolidated balance sheet most recently delivered to the
Lenders under Section 8.1.(a) or (b).
"Revolving Commitment" means an amount equal to $90,000,000, as
such amount may be reduced from time to time in accordance with the
terms hereof.
(b) The Credit Agreement is hereby amended by deleting Section 4.3.
and substituting in its place the following:
SECTION 4.3. Additional Requirements of Unencumbered Pool
Properties.
The ratio (expressed as a percentage) of (a) the net rentable
square footage of all Unencumbered Pool Properties actually occupied by
tenants paying rent pursuant to binding leases as to which no monetary
default has occurred and is continuing to (b) the aggregate net rentable
square footage of all Unencumbered Pool Properties shall at all times
equal or exceed 90%. A Property shall cease to be an Unencumbered Pool
Property if it shall cease to be an Eligible Property.
(c) The Credit Agreement is hereby amended by deleting Section 9.2.
and substituting in its place the following:
SECTION 9.2. Ratio of Total Liabilities to Gross Asset Value.
The Borrower shall not at any time permit the ratio of its Total
Liabilities to its Gross Asset Value to exceed (a) 0.55 to 1.00 prior to
the occurrence of either (i) the receipt by Borrower of the last payment
for the final amount of Purchased Shares (as defined in the following
Stock Purchase Agreement) available under that certain Stock Purchase
Agreement dated as of June 11, 1996 by and among Borrower, Security
Capital Holdings S.A. and Security Capital U.S. Realty or (ii) June 30,
1997 and (b) 0.50 to 1.00 on and after the occurrence of either such (i)
or (ii).
(d) The Credit Agreement is hereby amended by deleting Annex I attached
thereto and substituting in its place Annex I attached hereto.
(e) The Credit Agreement is amended by increasing the amount of the
Commitments of each of the Lenders to the respective amounts set forth on Annex
I attached hereto.
Section 2. Acknowledgment of Lenders' Commitments; Adjustment of
Outstandings. The parties hereto hereby agree that after giving effect to the
transactions contemplated by this Amendment, the amount of each Lender's
respective Commitment is as set forth on Annex I attached hereto. To effect the
increase of the Commitment of Xxxxx Fargo in terms of each Lender's Pro Rata
Share of Revolving Loans, upon the effectiveness of this Amendment, Xxxxx Fargo
shall purchase from the other Lenders, on a non-recourse, "as-is" basis, an
appropriate principal amount of Revolving Loans such that after giving effect to
all such purchases the principal balance of Revolving Loans owing to each Lender
shall equal (a) the aggregate principal balance of all Revolving Loans then
outstanding times (b) such Lender's Pro Rata Share (determined with the amount
of the Commitments set forth on Annex I attached hereto). All payments to be
made or received under this paragraph shall be made on a net basis. If under
this paragraph any Lender is obligated to pay any amount to any other party,
such Lender shall make payment to Agent for the account of such other party.
Section 3. Effectiveness of Amendment. All transactions contemplated by
this Amendment shall be deemed to have occurred simultaneously upon its
effectiveness. This Amendment shall only be effective upon its execution and
delivery by all of the parties hereto and the satisfaction of the condition
contained in the next sentence. The effectiveness of this Amendment is further
subject to receipt by Agent of each of the following in form and substance
satisfactory to Agent:
(a) A Note executed by Borrower, payable to the order of Xxxxx Fargo and
in the original principal amount of $60,000,000 (the "New Note") in replacement
of the outstanding Note in favor of Xxxxx Fargo in the principal amount of
$45,000,000;
(b) A copy of the resolutions of the board of directors of Borrower
authorizing the execution and delivery of this Amendment and the New Note and
the increase in the Revolving Commitment effected hereby, certified by the
Secretary or an Assistant Secretary of Borrower;
(c) an opinion of Xxxxx & Xxxxxxx, counsel to Borrower, addressed to
Agent and Lenders, and regarding the authority of Borrower to execute, deliver
and perform this Amendment, the Credit Agreement as amended hereby and the New
Note, and such other matters as Agent or its counsel may request; and
(d) Such other documents and instruments as Agent may reasonably
request.
Section 4. Representations of Borrower. Borrower represents and
warrants to Agent and Lenders that:
(a) Authorization. Borrower has the right and power, and has taken all
necessary action to authorize it, to execute and deliver this Amendment and the
New Note and to perform its obligations hereunder, under the New Note and under
the Credit Agreement, as amended by this Amendment, in accordance with their
respective terms. Each of this Amendment and the New Note has been duly executed
and delivered by a duly authorized officer of Borrower and each of this
Amendment, the New Note and the Credit Agreement, as amended by this Amendment,
is a legal, valid and binding obligation of Borrower enforceable against
Borrower in accordance with its respective terms except as the same may be
limited by bankruptcy, insolvency, and other similar laws affecting the rights
of creditors generally and the availability of equitable remedies for the
enforcement of certain obligations contained herein or therein may be limited by
equitable principles generally.
(b) Compliance with Laws, etc. The execution and delivery by Borrower of
this Amendment and the New Note and the performance by Borrower of this
Amendment, the New Note and the Credit Agreement, as amended by this Amendment,
in accordance with their respective terms, do not and will not, by the passage
of time, the giving of notice or otherwise: (i) require any Government Approval
or violate any Applicable Law relating to Borrower the failure to possess or to
comply with which would have a Materially Adverse Effect; (ii) conflict with,
result in a breach of or constitute a default under Borrower's articles of
incorporation or by-laws or any indenture, agreement or other instrument to
which Borrower is a party or by which it or any of its properties may be bound
and the violation of which would have a Materially Adverse Effect; or (iii)
result in or require the creation or imposition of any Lien upon or with respect
to any property now owned or hereafter acquired by Borrower other than Permitted
Liens.
Section 5. Reaffirmation. Each Guarantor hereby reaffirms its continuing
obligations to Agent and Lenders under the Guaranty to which it is a party, and
agrees that the transactions contemplated by this Amendment shall not in any way
affect the validity and enforceability of such Guaranty, or reduce, impair or
discharge the obligations of such Guarantor thereunder.
Section 6. Xxxxx Fargo Bank, N.A. as Successor. Each of the parties
hereto consents to the assignment by Xxxxx Fargo Realty Advisors Funding,
Incorporated ("WFRAFI") to, and the assumption by Xxxxx Fargo Bank, N.A. ("Xxxxx
Fargo Bank") of, all of the rights, benefits, obligations and duties of WFRAFI
under the Credit Agreement and under the other Loan Documents, both as a Lender
and as Agent.
Section 7. References to the Credit Agreement. 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
Amendment.
Section 8. Benefits. This Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.
Section 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
Section 10. Effect. Except as expressly herein amended, the terms and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect.
Section 11. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns.
Section 12. Definitions. All capitalized terms not otherwise defined herein
are used herein with the respective definitions given them in the Credit
Agreement.
[Signatures on Next Page]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to Credit Agreement to be executed as of the date first above written.
BORROWER:
REGENCY REALTY CORPORATION
By:_________________________________________
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
GUARANTORS:
RRC FL ONE, INC.
RRC FL TWO, INC.
RRC FL THREE, INC.
RRC FL SIX, INC.
RRC FL SEVEN, INC.
RRC GA ONE, INC.
By:_________________________________________
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
UNIVERSITY MARKETPLACE
WESTLAND PARK ASSOCIATES
THE QUADRANT AT SOUTHPOINT
RGI-FAIRWAY EXECUTIVE CENTER
By: RRC FL One, Inc., a General Partner
By:_________________________________
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
By: RRC FL Two, Inc., a General Partner
By:_________________________________
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
[Signatures Continued on Following Page]
[Signature Page to Second Amendment to Credit Agreement dated
as of September 16, 1996 for Regency Realty Corporation]
AGENT AND LENDERS:
XXXXX FARGO BANK, N.A., a national banking
association and successor in interest to
Xxxxx Fargo Realty Advisors Funding,
Incorporated, individually and as Agent
By:_________________________________________
Name: Xxxx Xxx Xxxxx
Title:Vice President
FIRST UNION NATIONAL BANK OF FLORIDA
By:_________________________________________
Name:_________________________________
Title:_________________________________
WACHOVIA BANK OF GEORGIA, N.A.
By:_________________________________________
Name:_________________________________
Title:_________________________________
I-3
ANNEX I
LIST OF LENDERS,
COMMITMENT AMOUNTS AND LENDING OFFICES
Xxxxx Fargo Bank, N.A.
Lending Office (all Types of Loans): Commitment Amount:
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000 $60,000,000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxx Xxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
Wiring Instructions:
To: Xxxxx Fargo Bank, N.A.
WFB REG Disbursement Center
AC 2934507203
ABA #000000000
0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xx Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Loan No.: 8773 ZMA
Obligor: Regency Realty Corp.
First Union National Bank of Florida
Lending Office (all Types of Loans): Commitment Amount:
000 Xxxxx Xxxxxx $15,000,000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxx, Commercial Loan
Accounting (FL0070)
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Address for Notices:
First Union National Bank of Florida
X.X. Xxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Real Estate Portfolio Management
(FL0061)
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Wiring Instructions:
To: First Union National Bank of Florida
Jacksonville, Florida
ABA No.: 000000000
Account No.: 0000000000
Account Name: Regency Realty
Corporation
Reference: #7354172078
Wachovia Bank of Georgia, N.A.
Lending Office (all Types of Loans): Commitment Amount:
Mail Code GA1810 $15,000,000
000 Xxxxxxxxx Xxxxxx, X.X., 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxxx
Telephone No.: 000-000-0000
Telecopy No.: 000-000-0000
Address for Notices:
Wachovia Bank of Georgia, N.A.
Mail Code GA1810
000 Xxxxxxxxx Xxxxxx, X.X., 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxx, III
Telephone No.: 000-000-0000
Telecopy No.: 000-000-0000
Wiring Instructions:
To: Wachovia Bank of Georgia, N.A.
Atlanta, Georgia
ABA No.: 000000000
Account No.: 00-000-000
Account: WBGA Money Transfer Clearing
Reference: Regency Realty Corp Revolving Line
