Ex-10(h)(ii) 12.31.12






    Exhibit 10(h)(ii)        
        
Second AMENDMENT TO TERM LOAN AGREEMENT


This Second AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of December 19, 2012, by and among REGENCY CENTERS, L.P., a Delaware limited partnership (the “Borrower”), REGENCY CENTERS CORPORATION, a Florida corporation (the “Parent”), each of the Lenders, and Wells Fargo Bank, National Association, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”) for the Lenders.


WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of November 17, 2011 (as amended from time to time and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”), and 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.  Amendment to Credit Agreement.  The Loan Agreement is amended by restating the definition of “Delayed Draw Availability Period” set forth in Section 1.1. in its entirety as follows:


“Delayed Draw Availability Period” means the period from the Initial Funding Date until the earlier of (i) June 11, 2013, and (ii) the date that the aggregate amount of Delayed Draw Term Loans funded since the Initial Funding Date equal the initial aggregate amount of the Delayed Draw TL Commitments of all Lenders. 


Section 2.    Conditions Precedent.  The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:


(a)    A counterpart of this Amendment duly executed by the Borrower, the Administrative Agent and each of the Lenders;


(b)    An Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor; and


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


Section 3.  Representations.  The Borrower and Parent represent and warrant to the Administrative Agent and the Lenders that:


(a)    Authorization.  Each of the Borrower and the Parent 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 and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms.  This Amendment has been duly executed and delivered by a duly authorized officer of the Borrower and the Parent and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower  and the Parent in accordance with its respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.


(b)    Compliance with Laws, etc.  The execution and delivery by each of the Borrower and the Parent of this Amendment and the performance by the Borrower and the Parent of this Amendment and the Credit Agreement, as amended by this Amendment, 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 Governmental Approval or violate any Applicable Law (including Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of Borrower, Parent, or any other Loan Party, or any indenture, agreement or other instrument to which the Borrower, Parent, or any other Loan Party is a party or by which it or any of its properties may be bound; 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 the Borrower, Parent, or any other Loan Party.


(c)    No Default.  No Default or Event of Default has occurred and is continuing as of the date hereof or will exist immediately after giving effect to this Amendment.











Section 4.  Reaffirmation of Representations by Borrower and Parent.  Each of the Borrower and the Parent hereby repeats and reaffirms all representations and warranties made by the Borrower and the Parent and the other Loan Parties to the Administrative Agent and the Lenders in the Credit Agreement and the other Loan Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.


Section 5.  Certain References.  Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.  


Section 6.  Expenses.  The Borrower shall reimburse the Administrative Agent upon demand for all costs and expenses (including attorneys' fees) incurred by the Administrative 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 7.  Benefits.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


Section 8.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


Section 9.  Effect.  Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect.  The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated, unless otherwise specifically stated herein.


Section 10.  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 11.  Definitions.  All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement as amended by this Amendment.


























































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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Term Loan Agreement to be executed as of the date first above written.




BORROWER:


Regency Centers, L.P.


By:  Regency Centers Corporation, 
       its sole general partner




By: /s/ Bradley A. Parks
     Name: Bradley A. Parks
     Title: Vice President






PARENT:


Regency Centers Corporation 




By: /s/ Bradley A. Parks
     Name: Bradley A. Parks
     Title:    Vice President
    






























































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[Signature Page to Second Amendment to Term Loan Agreement for Regency Centers, L.P.]




Wells Fargo Bank, National Association, as Administrative Agent and as a Lender




By: /s/ Andrew W. Hussion    
     Name: Andrew W. Hussion    
     Title: Vice President


































































































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[Signature Page to Second Amendment to Term Loan Agreement for Regency Centers, L.P.]




PNC BANK, NATIONAL ASSOCIATION, as a Lender




By: /s/ Ken Carl    
     Name: Ken Carl    
     Title: Senior Vice President


































































































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[Signature Page to Second Amendment to Term Loan Agreement for Regency Centers, L.P.]




REGIONS BANK, as a Lender




By: /s/ Paul E. Burgan    
     Name: Paul E. Burgan    
     Title:    Vice President
































































































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SUNTRUST BANK, as a Lender




By: /s/ Nancy B. Richards    
     Name: Nancy B. Richards    
     Title:    Senior Vice President
































































































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U.S. BANK NATIONAL ASSOCIATION,
as a Lender




By: /s/ Joseph Hord
     Name: Joseph Hord
     Title:    Vice President

















[Signature Page to Second Amendment to Term Loan Agreement for Regency Centers, L.P.]




UNION BANK, N.A.
as a Lender




By: /s/ Mark Dunn
     Name: Mark Dunn
     Title:    Vice President
































































































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BANK OF AMERICA, N.A., as a Lender




By: /s/ Asad Rafiq    
     Name: Asad Rafiq    
     Title: Vice President    


































































































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JPMORGAN CHASE BANK, N.A., as a Lender




By: /s/ Mohammad S. Hasan    
     Name: Mohammad S. Hasan    
     Title:    Vice President


































































































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[Signature Page to Second Amendment to Term Loan Agreement for Regency Centers, L.P.]




ROYAL BANK OF CANADA, as a Lender




By: /s/ Dan LePage    
     Name: Dan LePage    
     Title:    Authorized Signatory


































































































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[Signature Page to Second Amendment to Term Loan Agreement for Regency Centers, L.P.]




SUMITOMO MITSUI BANKING CORPORATION,
as a Lender




By: /s/ William G. Karl    
     Name: William G. Karl    
     Title:    General Manager
































































































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[Signature Page to Second Amendment to Term Loan Agreement for Regency Centers, L.P.]




COMERICA BANK, as a Lender




By: /s/ Michael T. Shea    
     Name: Michael T. Shea    
     Title:    Vice President












































































        











EXHIBIT A


FORM OF GUARANTOR ACKNOWLEDGEMENT




THIS GUARANTOR ACKNOWLEDGEMENT dated as of June 19, 2012 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), and each “Lender” a party to the Credit Agreement referred to below (the “Lenders”).


WHEREAS, Regency Centers, L.P., a Delaware limited partnership (the “Borrower”), Regency Centers Corporation, a Florida corporation (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of November 17, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);


WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of November 17, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower's obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;


WHEREAS, the Borrower, the Parent, the Administrative Agent and the Lenders are to enter into a Second Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and


WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement;


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:


Section 1.  Reaffirmation.  Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.


Section 2.  Governing Law.  THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


Section 3.  Counterparts.  This Acknowledgement 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.








































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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.




REGENCY CENTERS CORPORATION




By: /s/ Bradley A. Parks
     Name: Bradley A. Parks
     Title:    Vice President