EX-1 4 dkm94c.txt EXHIBIT 1.3 - PRICING AGREEMENT Pricing Agreement ----------------- First Union Securities, Inc. 301 South College Street, TW-8 Charlotte, North Carolina 28288 December 5, 2001 Ladies and Gentlemen: Regency Centers, L.P., a Delaware limited partnership (the "Partnership"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated December 5, 2001 (the "Underwriting Agreement"), between the Partnership and Regency Centers Corporation, a Florida corporation (the "Guarantor"), on the one hand, and First Union Securities, Inc., on the other hand, to issue and sell to First Union Securities, Inc. (the "Underwriters") the Securities specified in Schedule I hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that (i) each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement, (ii) the representation and warranty in Section 2(f) of the Underwriting Agreement excludes the good standing of the Partnership in the state of Tennessee, as set forth on Exhibit I, (iii) the condition set forth in Section 7(d) of the Underwriting Agreement shall be deemed satisfied by the delivery of a letter dated as of December 10, 2001 from KPMG LLP in the form set forth in Annex II to the Underwriting Agreement and which excludes certain agreed upon procedures with respect to the Guarantor's Form 10-K for the year ended December 31, 2000 and Form 10-Qs for the quarters ended September 30, 2001, June 30, 2001 and March 31, 2001 and the Partnership's Form 10-Qs for the quarters ended June 30, 2001 and March 31, 2001, and (iv) the representation and warranty in Section 2(d) of the Underwriting Agreement excludes the twenty-six million dollar ($26,000,000.00) reduction of mortgage debt payable on a consolidated basis since September 30, 2001, and the addition of forty-four million dollar ($44,000,000.00) non-recourse mortgage debt of Columbia Regency Retail Partners, LLC, which replaced prior bridge financing. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule I hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Partnership and the Guarantor agree to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Partnership and the Guarantor, at the time and place and at the purchase price to the Underwriters set forth in Schedule I hereto, the Designated Securities. If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon acceptance hereof by the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between the Underwriters, the Partnership and the Guarantor. Very truly yours, Regency Centers, L.P. By: Regency Centers Corporation, general partner By:______________________________________ Name: Title: Regency Centers Corporation By:______________________________________ Name: Title: Accepted as of the date hereof: First Union Securities, Inc. By:_______________________________ Name: Title: 2 EXHIBIT I Regency Centers, L.P. is not in good standing in Tennessee as a result of its failure to pay approximately $108,000 in franchise taxes, which amount is being disputed by Regency Centers, L.P. Based on a Certificate of Authorization of the Secretary of State of Tennessee dated as of December 6, 2001, an application for cancellation of registration of Regency Centers, L.P. has not been filed in Tennessee. 3 SCHEDULE I Title of Designated Securities: 7.25% Notes due December 12, 2011 Aggregate principal amount: $20,000,000 Price to Public: 100% of the principal amount of the Designated Securities, plus accrued interest, if any, from December 10, 2001 to the Time of Delivery Purchase Price by Underwriters: 99.375% of the principal amount of the Designated Securities, plus accrued interest, if any, from December 10, 2001 to the Time of Delivery Form of Designated Securities: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: 10:00 a.m. (New York City time) on December 10, 2001 Indenture: Indenture, dated as of December 5, 2001, among the Partnership, the Guarantor and First Union National Bank, as Trustee Maturity: December 12, 2011 Interest Rate: 7.25% 4 Interest Payment Dates: June 12 and December 12, commencing June 12, 2002 Redemption Provisions: None Sinking Fund Provisions: No sinking fund provisions Closing location for delivery of Designated Securities: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Additional Closing Conditions: None Names and addresses of Representatives: Designated Representatives: First Union Securities, Inc. Address for Notices, etc.: 301 South College Street, TW-8, Charlotte, North Carolina 28288 Other Terms: None 5