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ATL01/10574409v1
August 30, 1999
Xxxxx 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"), Xxxxx 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 has informed the Lenders that the Borrower intends to
amend and restate its Second Amended and Restated Agreement of Limited
Partnership dated as of March 5, 1998 to provide for a variety of matters
including, (a) revising the allocations of income and loss in a manner designed
to reduce the problem of phantom income by causing allocations of taxable income
to more clearly match the amount of cash distributed to the consenting Limited
Partners; (b) permitting the issuance of Preferred Units from time to time,
subject to certain limitations; (c) through December 31, 2004, restricting
transfers of Partnership Interests which would cause the Partnership to have
more than 100 partners for purposes of determining whether the Partnership is a
"publicly traded partnership"; and (d) establishing the form of the
Partnership's Fourth Amended and Restated Agreement of Limited Partnership (the
"UPREIT Agreement") to be effective when the Parent directly or indirectly
contributes all of its assets to the Borrower, causing the Borrower to become an
"UPREIT"; all as more particularly described in the letter from the Borrower
addressed to the Agent and Lenders attached hereto as Exhibit A. The Lenders
hereby agree that notwithstanding Sections 8.8 and 8.22 of the Credit Agreement,
the Borrower may amend and restate its Second Amended and Restated Agreement of
Limited Partnership by incorporating the amendments described on Exhibit A into
the Third Amended and Restated Agreement of Limited Partnership and the Fourth
Amended and Restated Agreement of Limited Partnership.
The Borrower also requests that the Credit Agreement be amended by
deleting Section 8.8 therein in its entirety and replacing it with the
following, which amendment will permit certain amendments, supplements,
restatements and other nonmaterial modifications to the Parent's, the Borrower's
and each Guarantor's articles of incorporation, by-laws, operating agreement,
partnership agreement or other organizational or constituent documents without
the prior written consent of the Lenders as is currently permitted in Section
8.22 of the Credit Agreement:
"SECTION 8.8 Modifications to Material Contracts.
Except as otherwise provided in Section 8.22, the Borrower and
the Parent shall not enter into, or permit any other Guarantor or any
other Subsidiary of the Parent to enter into, any amendment or
modification to any Material Contract or default in the performance of
any obligations of the Parent, the Borrower, any other Guarantor or any
other Subsidiary of the Parent in any Material Contract or permit any
Material Contract to be canceled or terminated prior to its stated
maturity."
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 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.
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, its general partner
By:
Title:
REGENCY REALTY CORPORATION
By:
Title:
[Acceptance on Following Page]
[Letter Agreement dated as of August __, 1999 regarding
Regency Centers, L.P.]
Agreed and Accepted:
XXXXX 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:_________________________________
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:_________________________________
