SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as
of March 31, 2003, by and among REGENCY CENTERS, L.P., a Delaware limited
partnership (the "Borrower"), REGENCY REALTY GROUP, INC., a Florida corporation
("RRG"), REGENCY CENTERS CORPORATION, a Florida corporation formerly known as
Regency Realty Corporation (the "Parent"), each of the other Guarantors
signatory hereto (the "Guarantors"), each of the Lenders signatory hereto, and
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Agent (the "Agent").
WHEREAS, the Borrower, RRG, the Parent, the Lenders and the Agent are
parties to that certain Credit Agreement dated as of April 30, 2001 (as amended
and in effect immediately prior to the date hereof, the "Credit Agreement");
WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement on the terms and conditions contained herein and to consent to
the assignment by an existing Lender of portions of such Lender's Commitment to
each of Commercebank, N.A. and to Eastern Bank;
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. The parties hereto
agree that the Credit Agreement is amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by
restating the definition of "Borrowing Base" in its entirety as follows:
"Borrowing Base" means, without duplication, the sum of (i)
the aggregate Unencumbered Pool Values of all Stabilized Retail
Operating Properties divided by 1.75, plus (ii) the aggregate
Unencumbered Pool Values of Qualified Development Properties and
Pre-Stabilized Retail Operating Properties divided by 2.0, plus (iii)
the aggregate Unencumbered Pool Values of all Environmentally Impacted
Properties divided by 2.25. Notwithstanding anything set forth in this
definition to the contrary, (a) not more than 7.5% of the Borrowing
Base can be attributable to Environmentally Impacted Properties, (b)
not more than 20.0% of the Borrowing Base can be attributable to
Qualified Development Properties, Pre-Stabilized Retail Operating
Properties and Environmentally Impacted Properties and (c) not more
than 15.0% of the Borrowing Base can be attributable to Properties that
are not anchored by grocery store tenants (for purposes of this
definition, a Side Shop Center shall be considered to be anchored by a
grocery store tenant).
(b) Section 1.1 of the Credit Agreement is hereby further amended
by restating the definition of "L/C Commitment Amount" in its entirety as
follows:
"L/C Commitment Amount" means an amount equal to $25,000,000.
(c) Section 2.14 of the Credit Agreement is hereby amended by
restating subsection (b) thereof in its entirety as follows:
(b) Terms of Letters of Credit. At the time of issuance, the
amount, terms and conditions of each Letter of Credit, and of any
drafts or acceptances thereunder, shall be subject to approval by the
Agent and the Borrower. Notwithstanding the foregoing, in no event may
(i) the expiration date of any Letter of Credit extend beyond April 29,
2005; provided, however, the expiration date of a Letter of Credit may
not extend beyond April 30, 2004 if at the time of the issuance of such
Letter of Credit the Borrower would not have the right to extend the
Termination Date under the terms of Section 2.10., (ii) any Letter of
Credit have an initial duration in excess of one year or (iii) a Letter
of Credit be issued within 30 days of the Termination Date. The initial
Stated Amount of each Letter of Credit shall be at least $25,000.
(d) Section 8.1(g) of the Credit Agreement is hereby amended by
restating subsection (g) thereof in its entirety as follows:
(g) as soon as available and in any event within 50 days after
the end of the fourth fiscal quarter of the Borrower, the annual plan
of the Parent and its Consolidated Subsidiaries which plan shall at
least include capital and operating expense budgets, projections of
sources and applications of funds, a projected balance sheet, profit
and loss projections of the Parent and its Consolidated Subsidiaries
for each quarter of the next succeeding fiscal year and a update copy
of Schedule 7.6., all itemized in reasonable detail and shall also set
forth the pro forma calculations required (including any assumptions,
where appropriate) to establish whether or not the Parent, and when
appropriate its Consolidated Subsidiaries, will be in compliance with
the covenants contained in Sections 8.12. and 8.22., 8.24. and Article
IX. at the end of each fiscal quarter of the next succeeding fiscal
year;
Section 2. Effectiveness of Amendment. The effectiveness of Section 1
is subject to receipt by the Agent of each of the following in form and
substance satisfactory to the Agent:
(a) Counterparts of this Amendment executed by each of the parties
hereto; and
(b) Such other documents and instruments as the Agent may
reasonably request.
Section 3. Representations of the Borrower. The Borrower represents and
warrants to the Agent and the Lenders that:
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(a) Authorization. Each Loan Party a party to this Amendment has
the right and power, and has taken all necessary action to authorize it, to
execute and deliver this Amendment and to perform its obligations hereunder in
accordance with its terms. The Borrower has the right and power, and has taken
all necessary action to authorize it, to perform its obligations under the
Credit Agreement, as amended by this Amendment, in accordance with its terms.
This Amendment has been duly executed and delivered by a duly authorized officer
of each such Loan Party and each of this Amendment and the Credit Agreement, as
amended by this Amendment, is a legal, valid and binding obligation of each Loan
Party a party thereto enforceable against such Loan Party 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 of this
Amendment by each Loan Party a party hereto and the performance of this
Amendment and the Credit Agreement, as amended by this Amendment, by each Loan
Party a party thereto 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 any such Loan
Party 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 the any such Loan Party's organizational documents or any
indenture, agreement or other instrument to which any such Loan Party is a party
or by which it or any of its properties may be bound and the violation of which
could reasonably be expected to 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 any Loan Party other than
Permitted Liens.
(c) No Default. No Default or Event of Default has occurred and is
continuing as of the date hereof nor will exist immediately after giving effect
to this Amendment.
Section 4. Reaffirmation of Representations. Each Loan Party a party
hereto repeats and reaffirms all representations and warranties made by such
Loan Party to the Agent and the Lenders in the Credit Agreement and the other
Loan Documents to which it is a party on and as of the date hereof (and after
giving effect to this Amendment) with the same force and effect as if such
representations and warranties were set forth in this Amendment in full.
Section 5. Reaffirmation of Guaranty by Guarantors. Each Guarantor
hereby reaffirms its continuing obligations to the Agent and the Lenders under
the Guaranty, 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. 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.
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Section 7. Expenses. The Borrower shall reimburse the Agent upon demand
for all costs and expenses (including attorneys' fees) incurred by the Agent in
connection with the preparation, negotiation and execution of this Amendment and
the other agreements and documents executed and delivered in connection
herewith.
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
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
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. Effective Date. This Amendment shall not be effective until
its execution and delivery by all of the parties hereto whereupon its shall be
deemed effective as of the date first written above.
Section 12. 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 13. Definitions. All capitalized terms not otherwise defined
herein are used herein with the respective definitions given them in the Credit
Agreement.
Section 14. Consent to Assignment. The Borrower and each of the Lenders
party hereto hereby consent to the assignment by an existing Lender of portions
of such Lender's Commitment to each of Commercebank, N.A. and to Eastern Bank.
[Signatures on Next Page]
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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 CENTERS, L.P.
By: Regency Realty Corporation, its sole
general partner
By: /s/ Xxxx X. Xxxxx Xx.
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
GUARANTORS:
REGENCY REALTY CORPORATION
By: /s/ Xxxx X. Xxxxx Xx.
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
R&M WESTERN PARTNERSHIP, L.P.
By: Regency Realty Group, Inc., its
General Partner
By: /s/ Xxxx X. Xxxxx Xx.
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
[Signatures Continued on Next Page]
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[Signature Page to Second Amendment to Credit Agreement dated
as of March ___, 2003 with Regency Centers, L.P.]
AGENT AND LENDERS:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
individually and as the Agent
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
COMMERZBANK AG, NEW YORK BRANCH
By: /s/ E. Xxxxxx Xxxxx
--------------------------------------
Name: E. Xxxxxx Xxxxx
Title: Assistant Vice President
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
[Signatures Continued on Next Page]
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[Signature Page to Second Amendment to Credit Agreement
dated as of March __, 2003 with Regency Centers, L.P.]
AMSOUTH BANK
By: /s/ Xxx Xxxxxxx
--------------------------------------
Name: Xxx Xxxxxxx
Title: Commercial Banking Officer
JPMORGAN CHASE BANK,
a New York Banking Corporation formerly
known as The Chase Manhattan Bank
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
SOUTHTRUST BANK
By: /s/ Xxx Xxxx
--------------------------------------
Name: Xxx Xxxx
Title: Assistant Vice President
SUNTRUST BANK
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
ING CAPITAL, LLC,
as successor to ING (U.S.) CAPITAL LLC
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
[Signatures Continued on Next Page]
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[Signature Page to Second Amendment to Credit Agreement dated
as of March ___, 2003 with Regency Centers, L.P.]
US BANK NATIONAL ASSOCIATION
(FKA FIRSTAR BANK, NATIONAL ASSOCIATION)
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
CITIZENS BANK OF RHODE ISLAND
By: /s/ Xxxxx X. Xxxxxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Vice President
CHEVY CHASE BANK, FSB
By: /s/ Xxxxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
BANK LEUMI USA
By:______________________________________
Name:_______________________________
Title:______________________________
[Signatures Continued on Next Page]
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[Signature Page to Second Amendment to Credit Agreement dated
as of March ___, 2003 with Regency Centers, L.P.]
ISRAEL DISCOUNT BANK OF NEW YORK
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
ERSTE BANK, NEW YORK BRANCH
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: First Vice President
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