Exhibit 3.3
Regency Centers,
L.P.
Amendment Dated July 28, 2005 to
Fourth Amended and Restated
Agreement of Limited
Partnership
Relating to 6.70% Series 5
Cumulative Redeemable Preferred Units
This Amendment (this “
Amendment ”) to the Fourth Amended and Restated
Agreement of Limited Partnership, dated as of April 1, 2001 (as
amended through the date hereof, the “ Partnership
Agreement ”), of Regency Centers, L.P., a Delaware
limited partnership (the “ Partnership
”), is made as of the 28 th day of July, 2005, by Regency
Centers Corporation, a Florida corporation, as general partner (the
“ General Partner ”), and Regency Centers
Texas LLC, as limited partner (all capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Partnership Agreement).
RECITALS
WHEREAS, the General Partner has
sold 3,000,000 shares of the General Partner’s 6.70% Series 5
Cumulative Redeemable Preferred Stock, $0.01 par value, having a
liquidation preference of $25 per share (the “ Series 5
Preferred Stock ”);
WHEREAS, Section 4.2(b) of the
Partnership Agreement provides for the issuance by the Partnership
to the General Partner of Partnership Interests in the same number
and having designations, preferences and other rights substantially
similar to the designations, preferences and other rights of shares
issued by the General Partner;
WHEREAS, the General Partner will
contribute the proceeds from the sale of such shares to the
Partnership immediately following the closing of the sale of such
shares;
WHEREAS, Regency Centers Texas LLC
is a wholly-owned subsidiary of the General Partner, and the
General Partner desires to contribute the Series 5 Preferred Units
(as defined below) so issued to Regency Centers Texas
LLC;
NOW, THEREFORE, pursuant to the
authority contained in Section 4.2(b) of the Partnership Agreement,
the General Partner hereby amends the Partnership Agreement as
follows and hereby causes the issuance of the Series 5 Preferred
Units in the name of Regency Centers Texas LLC effective as of the
date hereof:
Section 1. Designation and
Number . A series of Preferred Units, designated the
“6.70% Series 5 Cumulative Redeemable Preferred Units”
(the “ Series 5 Preferred Units ”), is
hereby established. The number of Series 5 Preferred Units shall be
3,000,000.
Section 2. Rank . The Series
5 Preferred Units will, with respect to distributions and rights
upon voluntary or involuntary liquidation, winding-up or
dissolution of the Partnership, rank senior to all classes or
series of Common Units and to all classes or series of equity
securities of the Partnership now or hereafter authorized, issued
or outstanding, other than any class or series of equity securities
of the Partnership expressly designated as ranking on a parity with
or senior to the Series 5 Preferred Units as to distributions or
rights upon voluntary or involuntary liquidation, winding-up or
dissolution of the Partnership or both. For purposes of these
Articles of Amendment, the term “ Parity Preferred
Units ” shall be used to refer to any class or series
of equity securities of the Partnership now or hereafter
authorized, issued or outstanding expressly designated by
the
Partnership to rank on a parity with Series 5
Preferred Units with respect to distributions or rights upon
voluntary or involuntary liquidation, winding-up or dissolution of
the Partnership or both, as the context may require, whether or not
the distribution rates, distribution payment dates or redemption or
liquidation prices per unit shall be different from those of the
Series 5 Preferred Units and includes the 7.45% Series 3 Cumulative
Redeemable Preferred Units, the 7.25 % Series 4 Cumulative
Redeemable Preferred Units, the Series D Cumulative Redeemable
Preferred Units, the Series E Cumulative Redeemable Preferred Units
and the Series F Cumulative Convertible Redeemable Preferred Units
of the Partnership. The term “equity securities” does
not include debt securities, which will rank senior to the Series 5
Preferred Units.
Section 3. Distributions
.
(a) Payment of Distributions
. Subject to the rights of holders of Parity Preferred Units as to
the payment of distributions and holders of equity securities
issued after the date hereof in accordance with the Partnership
Agreement ranking senior to the Series 5 Preferred Units as to
payment of distributions, holders of Series 5 Preferred Units shall
be entitled to receive, when, as and if declared by the Partnership
acting through the General Partner, out of Available Cash and
Capital Transaction Proceeds legally available for the payment of
distributions, cumulative cash distributions at the rate per annum
of 6.70% of the $25 liquidation preference per Series 5 Preferred
Unit. Such distributions shall be cumulative, shall accrue from the
original date of issuance and will be payable in cash (A) quarterly
(such quarterly periods for purposes of payment and accrual will be
the quarterly periods ending on the dates specified in this
sentence) in arrears, on or before March 31, June 30, September 30
and December 31 of each year commencing on September 30, 2005 and,
(B) in the event of a redemption, on the redemption date (each a
“ Preferred Unit Distribution Payment Date
”). The amount of the distribution payable for any period
will be computed on the basis of a 360-day year of twelve 30-day
months and for any period shorter than a full quarterly period for
which distributions are computed, the amount of the distribution
payable will be computed on the basis of the ratio of the actual
number of days elapsed in such period to ninety (90) days. If any
date on which distributions are to be made on the Series 5
Preferred Units is not a Business Day, then payment of the
distribution to be made on such date will be made on the next
succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such
date.
(b) Limitation on
Distributions . No distribution on the Series 5 Preferred Units
shall be declared or paid or set apart for payment by the
Partnership at such time as the terms and provisions of any
agreement of the Partnership relating to its indebtedness, prohibit
such declarat
