Regency Centers Corporation 3,750,000 Shares * ($0.01 par value) Underwriting AgreementRegency Centers Corp • April 5th, 2005 • Real estate investment trusts • New York
Citibank, N.A. (the “Forward Counterparty”) proposes to sell to Citigroup Global Markets Inc. (the “Underwriter”) 3,750,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”), of Regency Centers Corporation, a Florida corporation (the “Company”), which is the general partner of Regency Centers, L.P., a Delaware limited partnership (the “Partnership”) (said shares of Common Stock to be sold by the Forward Counterparty being hereinafter called the “Underwritten Securities”). In addition, the Forward Counterparty proposes to grant to the Underwriter an option to purchase up to 562,500 additional shares of Common Stock to cover over-allotments (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). The Forward Counterparty has entered into a forward stock purchase agreement, consisting of an ISDA Master Agreement and a Confirmation dated the date hereof, with the Company (the “Forward Purchase Contract”), pursuant to which the Company
CONFIRMATIONRegency Centers Corp • April 5th, 2005 • Real estate investment trusts
This Confirmation evidences a complete binding agreement between you and us as to the terms of this Transaction. This Confirmation, together with all other documents referring to the ISDA Agreement (as defined below) (each a “Confirmation”) confirming transactions (each a “Transaction”) entered into between you and us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “ISDA Agreement”) in the form published by the International Swaps and Derivatives Association, Inc. (“ISDA”) as if we had executed an agreement in such form (with a Schedule that elected a Termination Currency of U.S. Dollars (“USD”)) on the Trade Date of the first such Transaction between you and us. A copy of the ISDA Agreement has been, or promptly after the date hereof will be, delivered to you.
