EX-4.1




 Exhibit 4.1 

REGENCY CENTERS, L.P. 

AND 
 REGENCY CENTERS
CORPORATION 
 to 

U.S. BANK NATIONAL ASSOCIATION 

Trustee 
 Fifth
Supplemental Indenture 
 Dated as of March 6, 2019 

to 
 Indenture 

Dated as of December 5, 2001 











 FIFTH SUPPLEMENTAL INDENTURE, dated as of March 6, 2019 (the “Fifth
Supplemental Indenture”), among REGENCY CENTERS, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (herein called the “Issuer”), having its principal office at One Independent
Drive, Suite 114, Jacksonville, FL 32202, REGENCY CENTERS CORPORATION, a corporation duly organized and existing under the laws of the State of Florida, having its principal office at One Independent Drive, Suite 114, Jacksonville, FL 32202, as
guarantor (the “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as successor to Wachovia Bank, National Association
(formerly First Union National Bank), as Trustee (herein called the “Trustee”). 
 RECITALS OF THE ISSUER 

The Issuer, the Guarantor and the Trustee are parties to that certain Indenture dated as of December 5, 2001 (the “Base
Indenture”), as supplemented by the First Supplemental Indenture dated as of June 5, 2007 (the, “First Supplemental Indenture”), as supplemented by the Second Supplemental Indenture dated as of June 2, 2010 (the
“Second Supplemental Indenture”), as supplemented by the Third Supplemental Indenture dated as of August 17, 2015 (the “Third Supplemental Indenture”), and as supplemented by the Fourth Supplemental Indenture
dated as of January 26, 2017 (the “Fourth Supplemental Indenture” and together with the Third Supplemental Indenture, the Second Supplemental Indenture, the First Supplemental Indenture and the Base Indenture, the
“Indenture”), providing for the issuance from time to time of Securities. 
 Section 9.1(e) of the Indenture provides
that, without the consent of any Holders, the Issuer and the Trustee may enter into a supplemental indenture to change any of the provisions of the Indenture with regard to Securities issued on or after the date of such change. 

All the conditions and requirements necessary to make this Fifth Supplemental Indenture, when duly executed and delivered, a valid and
binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled. 
 NOW, THEREFORE,
THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of all series of Securities
created on or after the date of this Fifth Supplemental Indenture (the “Affected Securities”), it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, from time to time, of the Affected
Securities or of series thereof, as follows: 
 ARTICLE I 

RELATION TO INDENTURE; DEFINITIONS 

Section 1.1.    Relation to Indenture. This Fifth Supplemental Indenture constitutes an integral part of the
Indenture. 











 Section 1.2.    Definitions. For all purposes of this Fifth
Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires: 

(a)    Capitalized terms used but not defined herein shall have the respective meanings assigned to them
in the Indenture; and all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Fifth Supplemental Indenture. 

(b)    The following terms shall have the following meanings to be equally applicable to both the singular
and the plural forms of the terms defined: 
 “Affected Securities” has the meaning specified in the recitals
hereof. 
 “Fifth Supplemental Indenture” has the meaning specified in the recitals hereof.

 “First Supplemental Indenture” has the meaning specified in the recitals hereof. 

“Fourth Supplemental Indenture” has the meaning specified in the recitals hereof. 

“Indenture” has the meaning specified in the recitals hereof. 

“Second Supplemental Indenture” has the meaning specified in the recitals hereof. 

“Third Supplemental Indenture” has the meaning specified in the recitals hereof. 

ARTICLE II 
 AMENDMENTS

 Section 2.1.    Definition of Statistical Release. The definition of “Statistical Release”
set forth in Section 1.1 of the Indenture is hereby amended and restated in its entirety solely with respect to the Affected Securities as follows: 

“Statistical Release” means the statistical release designated “H.15” or any comparable online data source
or publication which is made available by the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted to constant maturities, or, if such Statistical Release is not published at the time of
any determination under this Indenture, then such other reasonably comparable index which shall be designated by the Issuer.” 

Section 2.2.    Waiver of the Corporate Seal. For the purposes of the Affected Securities, it is agreed that
the corporate seal of the general partner referred to in Section 3.3 of the Indenture shall not be required to be affixed to the Affected Securities for the Affected Securities to be duly and validly issued pursuant to the Indenture. 











 ARTICLE III 

MISCELLANEOUS PROVISIONS 

Section 3.1.    Ratification of Indenture. Except as expressly modified or amended hereby, the Indenture
continues in full force and effect and is in all respects confirmed and preserved. 
 Section 3.2.    Governing
Law. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Fifth Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and
shall, to the extent applicable, be governed by such provisions. 
 Section 3.3.    Counterparts. This
Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 











 IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed by their respective officers hereunto duly authorized, all as of the day and year first written above. 
  

					
	REGENCY CENTERS, L.P.
		
	By:	 	 REGENCY CENTERS CORPORATION
 Its
General Partner



  

					
		
	By:	 	/s/ Dan M. Chandler, III
		 	Name:	 	Dan M. Chandler, III
		 	Title:	 	Executive Vice President of Investments


  

					
	REGENCY CENTERS CORPORATION
		
	By:	 	/s/ Dan M. Chandler, III
		 	Name:	 	Dan M. Chandler, III
		 	Title:	 	Executive Vice President of Investments


  

					
	 U.S. BANK NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	/s/ Sheryl Lear
		 	Name:	 	Sheryl Lear
		 	Title:	 	Vice President