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THIS CREDIT AGREEMENT (this "Agreement") dated as of March 27, 1998 by and among REGENCY
CENTERS, L.P., a Delaware limited partnership (the "Borrower"), 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 Co-Agent,
NATIONSBANK, N.A., as Co-Agent, WACHOVIA BANK, N.A., as Co-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, the Lenders are willing to extend to the Borrower a $300,000,000 revolving credit facility, which
includes a $20,000,000 swing line facility, subject 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 as follows:
ARTICLE I. DEFINITIONS
SECTION 1.1. Definitions.
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
"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.
"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