REGENCY CENTERS, L.P. 
AND 
REGENCY CENTERS
CORPORATION 



to 



U.S. BANK NATIONAL
ASSOCIATION 



Trustee 



First Supplemental
Indenture 



Dated as of June 5,
2007 



to 



Indenture 



Dated as of December
5, 2001 











        FIRST
SUPPLEMENTAL INDENTURE, dated as of June 5, 2007 (the “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 “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 an indenture supplemental 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 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 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 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 Supplemental Indenture constitutes an integral
part of the Indenture. 




        Section
1.2     Definitions. For all purposes of this 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 Supplemental Indenture.  



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        Certain
terms, used principally in Article II of this Supplemental Indenture, are defined in that
Article. In addition, 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. 



        “GAAP”
means generally accepted accounting principles as used in the United States applied on a
consistent basis as in effect from time to time; provided with respect to any
computations required or permitted hereunder, “GAAP” shall mean generally
accepted accounting principles as are generally accepted as consistently applied by the
Issuer at the date of such computation. 



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



        “Supplemental
Indenture” has the meaning specified in the introductory paragraph
hereof. 



ARTICLE II  



AMENDMENTS 



        Section
2.1     Limitations on Incurrence of Indebtedness. Section 10.8 of the Indenture is
hereby amended and restated in its entirety solely with respect to the Affected
Securities as follows:  




                   (a)        Neither
the Issuer nor any Subsidiary will incur any Indebtedness if,           immediately after
giving effect to the incurrence of such additional           Indebtedness and the
application of the proceeds thereof, the aggregate           principal amount of all
outstanding Indebtedness of the Issuer and its           Subsidiaries on a consolidated
basis determined in accordance with GAAP is           greater than 65% of Total Assets.  




                   (b)        Neither
the Issuer nor any Subsidiary will incur Indebtedness secured by any
          Encumbrance upon any of the property of the Issuer or any of its Subsidiaries
          if, immediately after giving effect to the incurrence of such additional
          Indebtedness and the application of the proceeds thereof, the aggregate
          principal amount of all outstanding Indebtedness of the Issuer and its
          Subsidiaries on a consolidated basis determined in accordance with GAAP which
is           secured by any Encumbrance on property of the Issuer or any of its
Subsidiaries           is greater than 40% of Total Assets.  




                   (c)        Neither
the Issuer nor any Subsidiary will incur any Indebtedness if the ratio           of
Consolidated EBITDA to the Annual Service Charge for the four consecutive
          fiscal quarters most recently ended prior to the date on which such additional
          Indebtedness is to be incurred shall have been less than 1.50 to 1.00, on a pro
forma basis after giving effect thereto and to the application of the
          proceeds therefrom, and calculated on the assumption that (i) such Indebtedness
          and any other Indebtedness incurred by the Issuer or any Subsidiary since the
          first day of such four-quarter period and the application of the net proceeds
          therefrom, including to refinance other Indebtedness, had occurred at the
          beginning of such period; (ii) the repayment or retirement of any other
          Indebtedness by the Issuer or any Subsidiary since the first day of such
          four-quarter period had been repaid or retired at the beginning of such period
          (except that, in making such computation, the amount of Indebtedness under any
          revolving credit facility shall be computed based upon the average daily
balance           of such Indebtedness during such period); (iii) in the case of Acquired
          Indebtedness or Indebtedness incurred in connection with any acquisition since
          the first day of such four-quarter period, the related acquisition had occurred
          as of the first day of such period with the appropriate adjustments to
          Consolidated EBITDA with respect to such acquisition being included in such pro
forma calculation; and (iv) in the case of any acquisition or           disposition
by the Issuer or its Subsidiaries of any asset or group of assets           since the
first day of such four-quarter period, whether by merger, stock           purchase or
sale, or asset purchase or sale, such acquisition or disposition or           any related
repayment of Indebtedness had occurred as of the first day of such           period with
the appropriate adjustments to Consolidated EBITDA with respect to           such
acquisition or disposition being included in such pro forma calculation.  



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                   (d)        The
Issuer and its Subsidiaries must at all times own Total Unencumbered Assets
          equal to at least 150% of the aggregate outstanding principal amount of the
          Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated
          basis determined in accordance with GAAP.  




                   (e)        As
used herein:  




        “Capitalization
Rate” means: 7.5%.



        “Consolidated
EBITDA” means, for any period of time, without duplication, net income
or loss, including amounts reported in discontinued operations, excluding net derivative
gains or losses and gains or losses on dispositions of real estate investments as
reflected in the reports filed by the Issuer and its Subsidiaries under the Exchange Act,
before deductions for (i) interest expense; (ii) provision for taxes based on income;
(iii) depreciation, amortization and all other non-cash items, as determined in good faith
by the Issuer, deducted in arriving at net income (loss); (iv) extraordinary items; (v)
non-recurring items, as determined in good faith by the Issuer, including prepayment
penalties; and (vi) minority interests. In each case for such period, the Issuer will
determine amounts in accordance with GAAP, except to the extent GAAP is not applicable
with respect to the determination of all non-cash and non-recurring items. Consolidated
EBITDA will be adjusted, without duplication, to give pro forma effect: (x) in the case of
any assets having been placed-in-service or removed from service since the beginning of
the period and on or prior to the date of determination, to include or exclude, as the
case may be, any Consolidated EBITDA earned or eliminated as a result of the placement of
such assets in service or removal of such assets from service as if the placement of such
assets in service or removal of such assets from service occurred at the beginning of the
period; and (y) in the case of any acquisition or disposition of any asset or group of
assets since the beginning of the period and on or prior to the date of determination,
including, without limitation, by merger, or share or asset purchase or sale, to include
or exclude, as the case may be, any Consolidated EBITDA earned or eliminated as a result
of the acquisition or disposition of those assets as if the acquisition or disposition
occurred at the beginning of the period. 



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        “Property
EBITDA” means, for any period, without duplication, net earnings
(loss), including amounts reported in discontinued operations, excluding net derivative
gains or losses and gains or losses on dispositions of real estate investments as
reflected in the reports filed by the Issuer and its Subsidiaries under the Exchange Act,
before deductions for (i) interest expense; (ii) provision for taxes based on income;
(iii) depreciation, amortization and all other non-cash items, as determined in good faith
by the Issuer, deducted in arriving at net income (loss); (iv) extraordinary items; (v)
non-recurring items, as determined in good faith by the Issuer (including prepayment
penalties); and (vi) minority interests. In each case for such period, amounts will be as
reasonably determined by the Issuer in accordance with GAAP, except to the extent GAAP is
not applicable with respect to the determination of non-cash and non-recurring items. For
purposes of this definition, Property EBITDA will not include corporate level general and
administrative expenses and other corporate expenses such as land holding costs and
pursuit cost write-offs as determined in good faith by the Issuer. 



        “Stabilized
Property” means (i) with respect to an acquisition of an income
producing property, a property becomes stabilized when the Issuer or its Subsidiaries have
owned the property for at least four (4) full quarters and (ii) with respect to new
construction or development property, a property becomes stabilized four (4) full quarters
after the earlier of (a) eighteen (18) months after substantial completion of construction
or development, and (b) the quarter in which the physical occupancy level of the property
is at least ninety percent (90%). 



        “Stabilized
Property Value” means, as of any date, the aggregate sum of all
Property EBITDA for each property of the Issuer or any Subsidiary for the prior four
quarters and capitalized at the applicable Capitalization Rate; provided,
however, that if the value of a particular property calculated pursuant to this
clause is less than the undepreciated book value of such property determined in accordance
with GAAP, such undepreciated book value shall be used in lieu thereof with respect to
such property. 



        “Total
Assets” as of any date means the sum of: (i) for Stabilized
Properties, Stabilized Property Value; and (ii) for all other assets of the Issuer and its
Subsidiaries, undepreciated book value determined in accordance with GAAP. 



        “Total
Unencumbered Assets” means those assets within Total Assets that are
not subject to an Encumbrance. 




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 Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York. This 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.  



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        Section
3.3     Counterparts. This 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.  







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        IN
WITNESS WHEREOF, the parties hereto have caused this 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/ J. Christian Leavitt
		Name:    J. Christian Leavitt
		Title:      Senior Vice President and 
                  Chief Accounting Officer
		

REGENCY CENTERS CORPORATION,
		

By:   /s/ J. Christian Leavitt
		Name:    J. Christian Leavitt
		Title:      Senior Vice President and 
                  Chief Accounting Officer
		

U.S. BANK NATIONAL ASSOCIATION,
		as Trustee
		

By:   /s/ Michelle Mena
		Name:    Michelle Mena
		Title:       Vice President




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