EXECUTION COPY 



FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 



        THIS
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
dated as of March 28, 2005, by and among REGENCY CENTERS, L.P., a Delaware limited
partnership (the “Borrower”), 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”). 



        WHEREAS,
the Borrower, the Parent, the Lenders, the Agent and others are parties to that certain
Amended and Restated Credit Agreement dated as of March 26, 2004 (as amended and in
effect immediately prior to the date hereof, the “Credit Agreement”); and 



        WHEREAS,
the parties hereto 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. The parties hereto agree that           the Credit
Agreement is amended as follows:  




        (a)                 Section 1.1.
of the Credit Agreement is amended by adding the following           definitions in the
appropriate alphabetical locations in such Section:  




	 	        “Acquisition”
means the acquisition by Macquarie CountryWide-Regency II, LLC of all of the issued
and outstanding membership interested in Eastern Shopping Centers Holdings, LLC, USRP
Texas GP, LLC and U.S. Retail Partners, LLC pursuant to the Purchase and Sale Agreement
dated as of February 14, 2005 by and among Macquarie CountryWide-Regency II,
LLC, the Parent, Macquarie CountryWide Trust, California Public Employees’ Retirement
System, USRP Texas GP, LLC, U.S. Retail Partners, LLC, Eastern Shopping Centers Holdings,
LLC and First Washington Investment I, LLC. 







	 	        “Acquisition
Date” means the date on which the Acquisition occurs.  







	 	        “JV
CMBS Bridge Facility” means that certain Credit Agreement effective as of the
Acquisition Date by and among Macquarie CountryWide-Regency II, LLC, the financial
institutions from time to time party thereto as “Lenders”, Wachovia Bank,
National Association, as Agent, and the other parties thereto. 
















        (b)                 The
definition of Borrowing Base contained in Section 1.1. of the Credit
          Agreement is restated 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, Pre-Stabilized Retail Operating
Properties, Qualified Development Properties and Environmentally Impacted Properties
divided by (ii) the Borrowing Base Factor. 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 25.0% 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). As used in this definition, the term
“Borrowing Base Factor” means 1.67 unless the Acquisition shall occur in which
case it means (x) 1.25 from the Acquisition Date to and including the date six months
following the Acquisition Date, (y) 1.35 after the date six months following the
Acquisition Date to an including the date nine months following the Acquisition Date and
(z) 1.67 at all times thereafter. 







        (c)                 The
definition of Capitalized EBITDA contained in Section 1.1. of the           Credit
Agreement is amended by replacing the reference to “8.50%” in           clause (c)
thereof with a reference to “8.25%".  




        (d)                 The
definition of Non-Guarantor Entity contained in Section 1.1. of the           Credit
Agreement is restated in its entirety as follows:  




	 	        “Non-Guarantor
Entity” means any Subsidiary that is not required to become a party to the
Guaranty under Section 8.22.(a). 







        (e)                 The
definition of Unencumbered Pool Value contained in Section 1.1. of the
          Credit Agreement is amended by replacing the references to “8.50%” in
          clauses (a)(iii) and (b)(ii)(C) thereof with references to           “8.25%".  




        (f)                 The
second sentence of Section 7.6. of the Credit Agreement is restated in           its
entirety as follows:  




	 	
The
Borrower, each Guarantor, each of the other Subsidiaries of the Parent or of the Borrower,
each Non-Guarantor Entity and each Unconsolidated Affiliate have performed and are in
compliance with all of the terms of such Indebtedness and all instruments and agreements
relating thereto, and no default or event of default, or event or condition which with the
giving of notice, the lapse of time, a determination of materiality, the satisfaction of
any other condition or any combination of the foregoing, would constitute such a default
or event of default, exists with respect to any such Indebtedness. 






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        (g)                 The
second sentence of Section 7.21. of the Credit Agreement is restated in
          its entirety as follows:  




	 	
No
Non-Guarantor Entity or Unconsolidated Affiliate that has failed to become a party to the
Guaranty under Section 8.22(a) satisfies any condition contained in clause (i) of
Section 8.22.(a). 






        (h)                 Section 8.23.
of the Credit Agreement is restated in its entirety as           follows:  




        SECTION
8.23. Asset Value of Non-Guarantor Entities and Recourse Indebtedness of Unconsolidated
Affiliates. 



	 	        (a)       Asset
Value. At no time shall the aggregate Asset Value of the                Non-Guarantor
Entities obligated in respect of any Indebtedness other than                Nonrecourse
Indebtedness exceed 10% of the Gross Asset Value of the Parent and                its
Consolidated Subsidiaries.  







	 	        (b)       Recourse
Indebtedness. At no time shall the aggregate outstanding                principal
balance of Indebtedness (other than Nonrecourse Indebtedness) of
               Unconsolidated Affiliates of the Parent exceed 25% of the sum of (i) with
               respect to all completed Properties of Unconsolidated Affiliates of the
Parent                and the Borrower, the Capitalized EBITDA of such Unconsolidated
Affiliates                attributable to such Properties for the fiscal quarter most
recently ended and                (ii) with respect to all Properties of such
Unconsolidated Affiliates under                construction, the aggregate book value of
Construction in Process for such                Properties as of the end of such fiscal
quarter. For purposes of determining                compliance with this subsection, if
the Acquisition shall occur, the                Indebtedness of Macquarie
CountryWide-Regency II, LLC and its Subsidiaries                in respect of the JV
CMBS Bridge Facility shall be disregarded from the                Acquisition Date to but
excluding the date one year after the Acquisition Date                and shall be
included thereafter to the extent then outstanding.  







        (i)                 Section 9.2.
of the Credit Agreement is restated in its entirety as           follows:  




        SECTION
9.2.  Ratio of Total Liabilities to Gross Asset Value. 




	 	        The
Parent shall not at any time permit the ratio of Total Liabilities of the Parent and its
Consolidated Subsidiaries to Gross Asset Value of the Parent and its Consolidated
Subsidiaries to exceed 0.60 to 1.00; provided, however, if the Acquisition shall occur,
then during the period from the Acquisition Date to but excluding the date nine months
following the Acquisition Date, such ratio may exceed 0.60 to 1.00 but may not exceed
0.625 to 1.00 at any time during such period. 








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        Section 2.       Effectiveness
of Amendment. The effectiveness of Section 1 of this           Amendment 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;  




        (b)                 A
certificate of the chief executive officer, chief financial officer or other
          senior officer of the Parent certifying the matters set forth in the
immediately           preceding clause;  




        (c)                 Evidence
of payment of the fees payable under Section 9 below; and  




        (d)                 Such
other documents, instruments and agreements as the Agent may reasonably
          request.  




        Section 3.       Representations
of the Borrower. The Borrower represents and warrants to           the Agent and the
Lenders that:  




        (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.  





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        (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.  




        (d)       Ownership
of JV. Upon the Acquisition Date, the Borrower shall own,           directly or
indirectly, 35% of the membership interests in Macquarie           CountryWide-Regency II,
LLC.  




        Section 4.       Notice
of Acquisition Date. The Borrower shall give the Agent and each           Lender
notice of the occurrence of the Acquisition Date (as defined above in           Section 1)
within 1 Business Day of the occurrence thereof.  




        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.       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 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.       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 9.       Amendment
Fee. In consideration of Lenders party hereto entering into           this Amendment,
the Borrower agrees to pay to the Agent for the account of each           Lender a party
hereto an amendment fee in the amount equal to 0.05% of the           amount of such
Lender’s Commitment.  




        Section 10.       Benefits.
This Amendment shall be binding upon and shall inure to the           benefit of the
parties hereto and their respective successors and assigns.  




        Section 11.       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.  





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        Section 12.       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 13.       Effective
Date. This Amendment shall not be effective until its execution           and
delivery by the Borrower, the Guarantors and the Requisite Lenders whereupon
          its shall be deemed effective as of the date first written above.  




        Section 14.       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 15.       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] 






























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        IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to Amended and
Restated Credit Agreement to be executed as of the date first above written. 







		REGENCY CENTERS, L.P.
	
 	By: Regency Realty Corporation, its sole general partner
	

 	By:__________________________________________________
		      Name: John F. Euart, Jr.
		      Title: Managing Director
	

 	REGENCY CENTERS CORPORATION
	

 	By:__________________________________________________
		      Name: John F. Euart, Jr.
		      Title: Managing Director













[Signatures Continued
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[SignaturePage to
First Amendment to Amended and Restated Credit Agreement 
dated as of March 28,
2005 with Regency Centers, L.P.]. 



		WELLS FARGO BANK, NATIONAL ASSOCIATION, 
  individually and as the Agent
	

  	By:__________________________________________________
		      Name:___________________________________________
		      Title:__________________________________________
	

 	WACHOVIA BANK, NATIONAL ASSOCIATION
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	PNC BANK, NATIONAL ASSOCIATION
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	JPMORGAN CHASE BANK
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________







[Signatures Continued
on Next Page] 












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[SignaturePage to
First Amendment to Amended and Restated Credit Agreement dated as of March 28,
2005 with Regency Centers, L.P.] 



		SUNTRUST BANK
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	COMMERZBANK AG, NEW YORK BRANCH,
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:
	

 	AMSOUTH BANK
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	ING REAL ESTATE FINANCE (USA) LLC
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________







[Signatures Continued
on Next Page] 













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[SignaturePage to
First Amendment to Amended and Restated Credit Agreement dated as of March 28,
2005 with Regency Centers, L.P.] 




		U.S. BANK, NATIONAL ASSOCIATION
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	SUMITOMO MITSUI BANKING CORPORATION
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	CHEVY CHASE BANK, F.S.B.
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	COMPASS BANK, an Alabama banking corporation
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	COMMERCEBANK, N. A.
	

 	By:______________________________________________
		      Name: Alan Hills
		      Title: Vice President







[Signatures Continued
on Next Page] 



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[SignaturePage to
First Amendment to Amended and Restated Credit Agreement dated as of March 28,
2005 with Regency Centers, L.P.] 



		FIRST HORIZON BANK, a division of First Tennessee Bank, N.A.
	

 	By:______________________________________________
	

 	      Name:_______________________________________
		      Title:______________________________________
	

 	ISRAEL DISCOUNT BANK OF NEW YORK
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________
	

 	COMERICA BANK
	

 	By:______________________________________________
		      Name:_______________________________________
		      Title:______________________________________









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