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THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated
as of July 21, 2000 by and among REGENCY CENTERS, L.P., a Delaware limited
partnership ("RCLP"), REGENCY REALTY GROUP, INC., a Florida corporation ("RRG"),
each Development Joint Venture (as defined below) which becomes a party hereto
pursuant to the execution and delivery of a Joinder Agreement substantially in
the form of Exhibit S (RCLP, RRG and each such Development Joint Venture a
"Borrower" and collectively, the "Borrowers"), REGENCY REALTY CORPORATION, a
Florida corporation (the "Parent"), each of the financial institutions initially
a signatory hereto together with their assignees under Section 12.8. (the
"Lenders"), FIRST UNION NATIONAL BANK, as Syndication Agent (the "Syndication
Agent"), WACHOVIA BANK, N.A., as Documentation Agent (the "Documentation
Agent"), each of COMMERZBANK AG, NEW YORK BRANCH and pnc bank, national
Association, as a Managing Agent (each a "Managing Agent"), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as contractual representative of the Lenders to the
extent and in the manner provided in Article XI. below (in such capacity, the
"Agent").
WHEREAS, certain of the Lenders and other financial institutions have made
available to RCLP a $635,000,000 revolving credit facility on the terms and
conditions contained in 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 "Existing Regency Credit Agreement") by and among RCLP, the Parent,
such Lenders, such other financial institutions, First Union National Bank, as
Syndication Agent, Wachovia Bank, N.A., as Documentation Agent, each of
Commerzbank Aktiengesellschaft, New York Branch and pnc Bank, National
Association, as a Managing Agent, and Wells Fargo Bank, National Association, as
Agent;
WHEREAS, RCLP, the Lenders and the Agent desire to amend and restate the
terms of the Existing Regency Credit Agreement in order to make available to
Borrowers a $625,000,000 revolving credit facility, including a $40,000,000
swingline subfacility and a $10,000,000 letter of credit subfacility, all
pursuant to the terms hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto agree that the Existing Regency Credit Agreement is amended and restated
in its entirety as follows:
ARTICLE I. DEFINITIONS
SECTION 1.1. Definitions.
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The following terms, as used herein, have the following meanings:
"Absolute Rate" has the meaning given that term in Section 2.2.(c)(ii)(C).
"Absolute Rate Auction" means a solicitation of Bid Rate Quotes setting
forth Absolute Rates pursuant to Section 2.2.
"Absolute Rate Loan" means a Bid Rate Loan the interest rate on which is
determined on the basis of an Absolute Rate pursuant to an Absolute Rate
Auction.
"Accession Agreement" means an Accession Agreement substantially in the
form of Annex I to the Guaranty.
"Acquisition" means any transaction, or any series of related
transactions, by which a Person directly or indirectly acquires any assets of
another Person, whether through purchase of assets, merger or otherwise.
"Additional Costs" has the meaning given that term in Section 5.1.
"Adjusted Base Rents" means the total rentals from a given Property which
are denominated as base rent or minimum rent under the applicable leases which
shall in any event exclude all percentage rent and reimbursements for operating
expenses, taxes or insurance, and shall be based on actual rents presently being
paid without any rent leveling adjustments.
"Affiliate" means any Person (other than the Agent or any Lender): (a)
directly or indirectly controlling, controlled by, or under common control with,
a Borrower; (b) directly or indirectly owning or holding ten percent (10%) or
more of any equity interest in a Borrower; or (c) ten percent (10%) or more of
whose voting stock or other equity interest is directly or indirectly owned or
held by a Borrower. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with") means the possession directly or indirectly of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities or by contract or otherwise.
"Agreement Date" means the date as of which this Agreement is dated.
"Applicable Facility Fee" means the percentage set forth in the table
below corresponding to the Level at which the "Applicable Margin" is determined
in accordance with the definition thereof:
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Level Facility Fee
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1 0.10%
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2 0.15%
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3 0.20%
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4 0.30%
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5 0.40%
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As of the Agreement Date, the Applicable Facility Fee equals 0.20%.
"Applicable Law" means all applicable provisions of local, state, federal
and foreign constitutions, statutes, rules, regulations, ordinances, decrees,
permits, concessions and orders of all governmental bodies and all orders and
decrees of all courts, tribunals and arbitrators.
"Applicable Margin" shall mean, as of any date of determination, the
respective percentage rates set forth below corresponding to the Credit Ratings
of RCLP and the Parent as assigned by the applicable Rating Agencies:
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Level Credit Rating Applicable Applicable
(S&P/Moody's or equivalent) Margin for Margin for
LIBOR Loans Base Rate
Loans
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1 A-/A3 or equivalent or 0.85% 0.00%
higher
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2 BBB+/Baa1 or equivalent 0.90% 0.00%
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3 BBB/Baa2 or equivalent 1.00% 0.00%
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4 BBB-/Baa3 or equivalent 1.15% 0.00%
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5 Less than BBB-/Baa3 or 1.35% 0.00%
equivalent
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The Agent shall determine the Applicable Margin from time to time in
accordance with the above table and the provisions of this definition and notify
the Borrowers and the Lenders of such determination. If the Rating Agencies
assign Credit Ratings which correspond to different Levels in the above table
resulting in different Applicable Margin determinations, the Applicable Margin
will be determined based on the Level corresponding to the lower of the two
Credit Ratings. During any period that RCLP or the Parent receives more than two
Credit Ratings and such Credit Ratings are not equivalent, the Applicable Margin
shall equal the average of the Applicable Margins as determined in accordance
with the two lowest of such Credit Ratings; provided that one of such Credit
Ratings has been issued by either S&P or Moody's and such Credit Rating is an
Investment Grade Rating. Each change in the Applicable Margin resulting from a
change in a Credit Rating of RCLP or the Parent shall take effect on the first
calendar day of the month following the month in which such Credit Rating is
publicly announced by the relevant Rating Agency. As of the Agreement Date, the
Applicable Margin for LIBOR Loans equals 1.00% and for Base Rate Loans equals
0.0%.
"Approved Grocery Store" means any of the grocery store chains identified
on Schedule 1.1.(a).
"Asset Value" means
(a) with respect to any Consolidated Subsidiary at a given time, the sum
of (i) the Capitalized EBITDA of such Consolidated Subsidiary at such time, plus
(ii) the Capitalized Fee Income of such Subsidiary at such time, plus (iii) the
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