EXECUTION VERSION
AMENDMENT TO CONFIRMATION
dated as of July 29, 2005
CITIBANK, N.A. and REGENCY CENTERS CORPORATION
("Citibank") ("Counterparty")
have entered into a letter agreement, dated March 30, 2005 (the "Agreement"),
setting forth the terms and conditions of the transaction entered into between
Citibank and Counterparty with a Trade Date of March 30, 2005. The parties
hereby amend the Agreement as set forth in this Amendment (this "Amendment").
Capitalized terms used herein that are not otherwise defined shall have the
meaning assigned to them in the Agreement.
Accordingly, the parties agree as follows:--
1. Definitions
a. The definition of "Initial Pricing Period" is hereby amended by
replacing the date "August 1, 2005" with the date "October 31,
2005".
b. The definition of "Settlement Date" is hereby amended by replacing
the date "August 1, 2005" with the date "October 31, 2005".
2. Accelerated Unwind
a. Pursuant to the provisions for Accelerated Unwind, Counterparty
shall be deemed to have irrevocably and timely elected to
accelerate the Settlement Date to August 1, 2005, for a number of
Unwind Shares equal to 3,782,500 Shares.
b. For the purpose of the Accelerated Unwind described in Paragraph
2(a) above, the Settlement Method shall be Physical Settlement.
3. Representations
Each party represents to the other party that:--
a. Status. It is duly organized and validly existing under the laws
of the jurisdiction of its organization or incorporation and, if
relevant under such laws, in good standing;
x. Xxxxxx. It has the power to execute and deliver this Amendment and
to perform its obligations under this Amendment and has taken all
necessary action to authorize such execution, delivery and
performance;
c. No Violation or Conflict. Such execution, delivery and performance
do not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment
of any court or other agency of government applicable to it or any
of its assets or any contractual restriction binding on or
affecting it or any of its assets;
d. Consents. All governmental and other consents that are required to
have been obtained by it with respect to this Amendment have been
obtained and are in full force and effect and all conditions of
any such consents have been complied with;
e. Obligations Binding. Its obligations under this Amendment
constitute its legal, valid and binding obligations, enforceable
in accordance with its respective terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law)); and
f. Absence of Certain Events. No Event of Default or Potential Event
of Default or, to its knowledge, Termination Event (each as
defined in the Agreement) with respect to it has occurred and is
continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under
this Amendment.
4. Miscellaneous
a. Entire Agreement. The Agreement and this Amendment constitute the
entire agreement and understanding of the parties with respect to
its subject matter and supersedes all oral communication and prior
writings with respect thereto.
b. Amendments. No amendment, modification or waiver in respect of
this Amendment will be effective unless in writing (including a
writing evidenced by a facsimile transmission) and executed by
each of the parties.
c. Counterparts. This Amendment may be executed and delivered in
counterparts (including by facsimile transmission), each of which
will be deemed an original.
d. Headings. The headings used in this Amendment are for convenience
of reference only and are not to affect the construction of or to
be taken into consideration in interpreting this Amendment.
e. Governing Law. This Amendment will be governed by and construed in
accordance with the laws of the State of New York (without
reference to choice of law doctrine).
f. Agreement Continuation. The Agreement, as modified herein, shall
continue in full force and effect. All references to the Agreement
in the Agreement or any document related thereto shall for all
purposes constitute references to the Agreement as amended hereby.
IN WITNESS WHEREOF the parties have executed this Amendment with effect from the
date specified on the first page of this Amendment.
CITIBANK, N.A. REGENCY CENTERS CORPORATION
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------------- ---------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Authorized Representative Title: Managing Director and CFO
2
