ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
REGENCY REALTY CORPORATION
DESIGNATING THE PREFERENCES, RIGHTS AND
LIMITATIONS OF 700,000 SHARES OF
8.75% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK
$0.01 Par Value
Pursuant to Section 607.0602 of the Florida Business
Corporation Act ("FBCA"), Regency Realty Corporation, a Florida corporation (the
"Corporation"), does hereby certify that:
First : Pursuant to the authority expressly vested in the Board of Directors of
the Corporation by Section 4.2 of the Amended and Restated Articles of
Incorporation of the Corporation (as amended, the "Charter") and Section
607.0602 of the FBCA, the Board of Directors of the Corporation (the "Board of
Directors"), by resolutions duly adopted on May 25, 2000 has classified 700,000
shares of the authorized but unissued Preferred Stock par value $.0l per share
("Preferred Stock") as a separate class of Preferred Stock, authorized the
issuance of a maximum of 700,000 shares of such class of Preferred Stock, set
certain of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms and conditions
of redemption and other terms and conditions of such class of Preferred Stock,
and pursuant to the powers contained in the Bylaws of the Corporation and the
FBCA, appointed a committee (the "Committee") of the Board of Directors and
delegated to the Committee, to the fullest extent permitted by the FBCA and the
Charter and Bylaws of the Corporation, all powers of the Board of Directors with
respect to designating, and setting all other preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of, such
class of Preferred Stock, determining the number of shares of such class of
Preferred Stock (not in excess of the aforesaid maximum number) to be issued and
the consideration and other terms and conditions upon which such shares of such
class of Preferred Stock are to be issued. Shareholder approval was not required
under the Charter with respect to such designation. Capitalized terms used and
not otherwise defined herein shall have the meaning assigned thereto in the
Charter.
Second : Pursuant to the authority conferred upon the Committee as aforesaid,
the Committee has unanimously adopted resolutions designating the aforesaid
class of Preferred Stock as the "8.75% Series E Cumulative Redeemable Preferred
Stock," setting the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms and conditions
of redemption and other terms and conditions of such 8.75% Series E Cumulative
Redeemable Preferred Stock (to the extent not set by the Board of Directors in
the resolutions referred to in Article First of these Articles of Amendment) and
authorizing the issuance of up to 700,000 shares of 8.75% Series E Cumulative
Redeemable Preferred Stock.
Third : The class of Preferred Stock of the Corporation created by the
resolutions duly adopted by the Board of Directors of the Corporation and by the
Committee and referred to in Articles First and Second of these Articles of
Amendment shall have the following designation, number of shares, preferences,
conversion and other rights, voting powers, restrictions and limitation as to
dividends, qualifications, terms and conditions of redemption and other terms
and conditions:
Section 1. Designation and Number. A series of Preferred Stock, designated the
"8.75% Series E Cumulative Redeemable Preferred Stock" (the "Series E Preferred
Stock") is hereby established. The number of shares of Series E Preferred Stock
shall be 700,000.
Section 2. Rank. The Series E Preferred Stock will, with respect to
distributions or rights upon voluntary or involuntary liquidation, winding-up or
dissolution of the Corporation, or both, rank senior to all classes or series of
Common Stock (as defined in the Charter) and to all classes or series of equity
securities of the Corporation now or hereafter authorized, issued or outstanding
other than any class or series of equity securities of the Corporation expressly
designated as ranking on a parity with or senior to the Series E Preferred Stock
as to distributions or rights upon voluntary or involuntary liquidation,
winding-up or dissolution of the Corporation, or both. For purposes of these
Articles of Amendment, the term "Parity Preferred Stock" shall be used to refer
to any class or series of equity securities of the Corporation now or hereafter
authorized, issued or outstanding expressly designated by the Corporation to
rank on a parity with Series E Preferred Stock with respect to distributions or
rights upon voluntary or involuntary liquidation, winding-up or dissolution of
the Corporation, or both, as the context may require, whether or not the
dividend rates, dividend payment dates or redemption or liquidation prices per
share or conversion rights or exchange rights shall be different from those of
the Series E Preferred Stock. The term "equity securities" does not include debt
securities, which will rank senior to the Series E Preferred Stock prior to
conversion. The Series E Preferred Stock is expressly designated as ranking on a
parity with the Series 1 Cumulative Convertible Redeemable Preferred Stock, the
Series 2 Cumulative Convertible Redeemable Preferred Stock, Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series
D Preferred Stock.
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Section 3. Distributions. (a) Payment of Distributions. Subject to the rights of
holders of Parity Preferred Stock as to the payment of distributions and holders
of equity securities issued after the date hereof in accordance herewith ranking
senior to the Series E Preferred Stock as to payment of distributions, holders
of Series E Preferred Stock shall be entitled to receive, out of funds legally
available for the payment of distributions, cumulative preferential cash
distributions at the rate per annum of 8.75% of the $100.00 liquidation
preference per share of Series E Preferred Stock. Such distributions shall be
cumulative, shall accrue from the original date of issuance and will be payable
in cash when, as and if declared by the Board of Directors of the Corporation
(A) quarterly in arrears, on or before March 31, June 30, September 30 and
December 31 of each year commencing on the first of such dates to occur after
the original date of issuance and, (B) in the event of a redemption, on the
redemption date (each a "Series E Preferred Stock 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 based on the ratio of the actual number of
days elapsed in such quarterly period to 90 days. If any date on which
distributions are to be made on the Series E Preferred Stock is not a Business
Day (as defined herein), 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. Distributions on the Series E Preferred Stock
will be made to the holders of record of the Series E Preferred Stock on the
relevant record dates to be fixed by the Board of Directors of the Corporation,
which record dates shall be not less than 10 days and not more than 30 Business
Days prior to the relevant Series E Preferred Stock Distribution Payment Date
(each a "Distribution Record Date"). Notwithstanding anything to the contrary
set forth herein, each share of Series E Preferred Stock shall also continue to
accrue all accrued and unpaid distributions, whether or not declared, up to the
exchange date on any Series E Preferred Unit (as defined in the Third Amended
and Restated Agreement of Limited Partnership of Regency Centers, L.P., dated as
September 1, 1999 as amended by that certain Amendment No. 4 to Third Amended
and Restated Agreement of Limited Partnership dated as of May 25, 2000 (as
amended, the "Partnership Agreement")) validly exchanged into such share of
Series E Preferred Stock in accordance with the provisions of such Partnership
Agreement.
The term "Business Day" shall mean each day, other than a
Saturday or a Sunday, which is not a day on which banking institutions in New
York, New York are authorized or required by law, regulation or executive order
to close.
(b) Distributions Cumulative. Distributions on the Series E Preferred Stock will
accrue whether or not the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness at any time
prohibit the current payment of distributions, whether or not the Corporation
has earnings, whether or not there are funds legally available for the payment
of such distributions and whether or not such distributions are authorized or
declared. Accrued but unpaid distributions on the Series E Preferred Stock will
accumulate as of the Series E Preferred Stock Distribution Payment Date on which
they first become payable. Distributions on account of arrears for any past
distribution periods may be declared and paid at any time, without reference to
a regular Series E Preferred Stock Distribution Payment Date to holders of
record of the Series E Preferred Stock on the record date fixed by the Board of
Directors which date shall be not less than 10 days and not more than 30
Business Days prior to the payment date. Accumulated and unpaid distributions
will not bear interest.
(c) Priority as to Distributions. (i) So long as any Series E Preferred Stock is
outstanding, no distribution of cash or other property shall be authorized,
declared, paid or set apart for payment on or with respect to any class or
series of Common Stock or any class or series of other stock of the Corporation
ranking junior as to the payment of distributions to the Parity Preferred Stock
(such Common Stock or other junior stock, collectively, "Junior Stock"), nor
shall any cash or other property be set aside for or applied to the purchase,
redemption or other acquisition for consideration of any Series E Preferred
Stock, any Parity Preferred Stock with respect to distributions or any Junior
Stock, unless in each case, all distributions accumulated on all Series E
Preferred Stock and all classes and series of outstanding Parity Preferred Stock
as to payment of distributions have been paid in full. The foregoing sentence
will not prohibit (i) distributions payable solely in Junior Stock, (ii) the
conversion of Series E Preferred Stock, Junior Stock or Parity Preferred Stock
into stock of the Corporation ranking junior to the Series E Preferred Stock as
to distributions, and (iii) purchases by the Corporation of such Series E
Preferred Stock or Parity Preferred Stock with respect to distributions or
Junior Stock pursuant to Article 5 of the Charter to the extent required to
preserve the Corporation's status as a real estate investment trust.
<PAGE>
(ii) So long as distributions have not been paid in full (or a sum sufficient
for such full payment is not irrevocably deposited in trust for payment) upon
the Series E Preferred Stock, all distributions authorized and declared on the
Series E Preferred Stock and all classes or series of outstanding Parity
Preferred Stock with respect to distributions shall be authorized and declared
so that the amount of distributions authorized and declared per share of Series
E Preferred Stock and such other classes or series of Parity Preferred Stock
shall in all cases bear to each other the same ratio that accrued distributions
per share on the Series E Preferred Stock and such other classes or series of
Parity Preferred Stock (which shall not include any accumulation in respect of
unpaid distributions for prior distribution periods if such class or series of
Parity Preferred Stock does not have cumulative distribution rights) bear to
each other.
(d) No Further Rights. Holders of Series E Preferred Stock shall not be
entitled to any distributions, whether payable in cash, other property or
otherwise, in excess of the full cumulative distributions described herein.
Section 4. Liquidation Preference. (a) Payment of Liquidation Distributions.
Subject to the rights of holders of Parity Preferred Stock with respect to
rights upon any voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation and subject to equity securities ranking senior to the Series
E Preferred Stock with respect to rights upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, the holders of Series
E Preferred Stock shall be entitled to receive out of the assets of the
Corporation legally available for distribution or the proceeds thereof, after
payment or provision for debts and other liabilities of the Corporation, but
before any payment or distributions of the assets shall be made to holders of
Common Stock or any other class or series of shares of the Corporation that
ranks junior to the Series E Preferred Stock as to rights upon liquidation,
dissolution or winding-up of the Corporation, an amount equal to the sum of (i)
a liquidation preference of $100.00 per share of Series E Preferred Stock, and
(ii) an amount equal to any accumulated and unpaid distributions thereon,
whether or not declared, to the date of payment. In the event that, upon such
voluntary or involuntary liquidation, dissolution or winding-up, there are
insufficient assets to permit full payment of liquidating distributions to the
holders of Series E Preferred Stock and any Parity Preferred Stock as to rights
upon liquidation, dissolution or winding-up of the Corporation, all payments of
liquidating distributions on the Series E Preferred Stock and such Parity
Preferred Stock shall be made so that the payments on the Series E Preferred
Stock and such Parity Preferred Stock shall in all cases bear to each other the
same ratio that the respective rights of the Series E Preferred Stock and such
other Parity Preferred Stock (which shall not include any accumulation in
respect of unpaid distributions for prior distribution periods if such Parity
Preferred Stock does not have cumulative distribution rights) upon liquidation,
dissolution or winding-up of the Corporation bear to each other.
(b) Notice. Written notice of any such voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, stating the payment date or dates
when, and the place or places where, the amounts distributable in such
circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail, postage pre-paid, not less than 30 and not more than 60 days prior
to the payment date stated therein, to each record holder of the Series E
Preferred Stock at the respective addresses of such holders as the same shall
appear on the share transfer records of the Corporation.
(c) No Further Rights. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series E Preferred
Stock will have no right or claim to any of the remaining assets of the
Corporation.
(d) Consolidation Merger or Certain Other Transactions. The voluntary sale,
conveyance, lease, exchange or transfer (for cash, shares of stock, securities
or other consideration) of all or substantially all of the property or assets of
the Corporation to, or the consolidation or merger or other business combination
of the Corporation with or into, any corporation, trust or other entity (or of
any corporation, trust or other entity with or into the Corporation) shall not
be deemed to constitute a liquidation, dissolution or winding-up of the
Corporation.
(e) Permissible Distributions. In determining whether a distribution (other than
upon voluntary liquidation) by dividend, redemption or other acquisition of
shares of stock of the Corporation or otherwise is permitted under the FBCA, no
effect shall be given to amounts that would be needed, if the Corporation were
to be dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of holders of shares of stock of the Corporation whose
preferential rights upon dissolution are superior to those receiving the
distribution.
Section 5. Optional Redemption. (a) Right of Optional Redemption. The Series E
Preferred Stock may not be redeemed prior to May 25, 2005. On or after such
date, the Corporation shall have the right to redeem the Series E Preferred
Stock, in whole or in part, at any time or from time to time, upon not less than
30 nor more than 60 days' written notice, at a redemption price, payable in
cash, equal to $100.00 per share of Series E Preferred Stock plus accumulated
and unpaid distributions, whether or nor declared, to the date of redemption. If
fewer than all of the outstanding shares of Series E Preferred Stock are to be
redeemed, the shares of Series E Preferred Stock to be redeemed shall be
selected pro rata (as nearly as practicable without creating fractional shares).
<PAGE>
(b) Limitation on Redemption. (i) The redemption price of the Series E Preferred
Stock (other than the portion thereof consisting of accumulated but unpaid
distributions) will be payable solely out of sale proceeds of capital stock of
the Corporation and from no other source. For purposes of the preceding
sentence, "capital stock" means any equity securities (including Common Stock
and Preferred Stock), shares, participation or other ownership interests
(however designated) and any rights (other than debt securities convertible into
or exchangeable for equity securities) or options to purchase any of the
foregoing.
(ii) The Corporation may not redeem fewer than all of the outstanding shares of
Series E Preferred Stock unless all accumulated and unpaid distributions have
been paid on all Series E Preferred Stock for all quarterly distribution periods
terminating on or prior to the date of redemption.
(c) Procedures for Redemption. (i) Notice of redemption will be (i) faxed, and
(ii) mailed by the Corporation, postage prepaid, not less than 30 nor more than
60 days prior to the redemption date, addressed to the respective holders of
record of the Series E Preferred Stock to be redeemed at their respective
addresses as they appear on the transfer records of the Corporation. No failure
to give or defect in such notice shall affect the validity of the proceedings
for the redemption of any Series E Preferred Stock except as to the holder to
whom such notice was defective or not given. In addition to any information
required by law or by the applicable rules of any exchange upon which the Series
E Preferred Stock may be listed or admitted to trading, each such notice shall
state: (i) the redemption date, (ii) the redemption price, (iii) the number of
shares of Series E Preferred Stock to be redeemed, (iv) the place or places
where such shares of Series E Preferred Stock are to be surrendered for payment
of the redemption price, (v) that distributions on the Series E Preferred Stock
to be redeemed will cease to accumulate on such redemption date and (vi) that
payment of the redemption price and any accumulated and unpaid distributions
will be made upon presentation and surrender of such Series E Preferred Stock.
If fewer than all of the shares of Series E Preferred Stock held by any holder
are to be redeemed, the notice mailed to such holder shall also specify the
number of shares of Series E Preferred Stock held by such holder to be redeemed.
(ii) If the Corporation gives a notice of redemption in respect of Series E
Preferred Stock (which notice will be irrevocable) then, by 12:00 noon, New York
City time, on the redemption date, the Corporation will deposit irrevocably in
trust for the benefit of the Series E Preferred Stock being redeemed funds
sufficient to pay the applicable redemption price, plus any accumulated and
unpaid distributions, whether or not declared, if any, on such shares to the
date fixed for redemption, without interest, and will give irrevocable
instructions and authority to pay such redemption price and any accumulated and
unpaid distributions, if any, on such shares to the holders of the Series E
Preferred Stock upon surrender of the certificate evidencing the Series E
Preferred Stock by such holders at the place designated in the notice of
redemption. If fewer than all Series E Preferred Stock evidenced by any
certificate is being redeemed, a new certificate shall be issued upon surrender
of the certificate evidencing all Series E Preferred Stock, evidencing the
unredeemed Series E Preferred Stock without cost to the holder thereof. On and
after the date of redemption, distributions will cease to accumulate on the
Series E Preferred Stock or portions thereof called for redemption, unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series E Preferred Stock is not a Business Day, then payment of the redemption
price payable 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 falls in the next calendar year, such
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date fixed for redemption. If
payment of the redemption price or any accumulated or unpaid distributions in
respect of the Series E Preferred Stock is improperly withheld or refused and
not paid by the Corporation, distributions on such Series E Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the applicable redemption price and any
accumulated and unpaid distributions.
(d) Status of Redeemed Stock. Any Series E Preferred Stock that shall at any
time have been redeemed shall after such redemption, have the status of
authorized but unissued Preferred Stock, without designation as to class or
series until such shares are once more designated as part of a particular class
or series by the Board of Directors.
<PAGE>
Section 6. Voting Rights. (a) General. Holders of the Series E Preferred
Stock will not have any voting rights, except as set forth below.
(b) Right to Elect Directors. (i) If at any time distributions shall be in
arrears (which means that as to any such quarterly distributions, the same have
not been paid in full) with respect to six (6) prior quarterly distribution
periods (including quarterly periods on the Series E Preferred Units prior to
the exchange into Series E Preferred Stock), whether or not consecutive, and
shall not have been paid in full (a "Series E Preferred Distribution Default"),
the authorized number of members of the Board of Directors shall automatically
be increased by two and the holders of record of such Series E Preferred Stock,
voting together as a single class with the holders of each class or series of
Parity Preferred Stock upon which like voting rights have been conferred and are
exercisable, will be entitled to fill the vacancies so created by electing two
additional directors to serve on the Corporation's Board of Directors (the
"Preferred Stock Directors") at a special meeting called in accordance with
Section 6(b)(ii), and at each subsequent annual meeting of stockholders or
special meeting held in place thereof, until all such distributions in arrears
and distributions for the current quarterly period on the Series E Preferred
Stock and each such class or series of Parity Preferred Stock have been paid in
full.
(ii) At any time when such voting rights shall have vested, a proper officer of
the Corporation shall call or cause to be called, upon written request of
holders of record of at least 10% of the outstanding shares of Series E
Preferred Stock, a special meeting of the holders of Series E Preferred Stock
and all the series of Parity Preferred Stock upon which like voting rights have
been conferred and are exercisable (collectively, the "Parity Securities") by
mailing or causing to be mailed to such holders a notice of such special meeting
to be held not less than ten and not more than 45 days after the date such
notice is given. The record date for determining holders of the Parity
Securities entitled to notice of and to vote at such special meeting will be the
close of business on the third Business Day preceding the day on which such
notice is mailed. At any annual or special meeting at which Parity Securities
are entitled to vote, all of the holders of the Parity Securities, by plurality
vote, voting together as a single class without regard to series will be
entitled to elect two directors on the basis of one vote per $25.00 of
liquidation preference to which such Parity Securities are entitled by their
terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively. The holder or holders of the Parity Securities representing
one-third of the total voting power of the Parity Securities then outstanding,
present in person or by proxy, will constitute a quorum for the election of the
Preferred Stock Directors except as otherwise provided by law. Notice of all
meetings at which holders of the Series E Preferred Stock shall be entitled to
vote will be given to such holders at their addresses as they appear in the
transfer records. At any such meeting or adjournment thereof in the absence of a
quorum, subject to the provisions of any applicable law, the holders of the
Parity Securities representing a majority of the voting power of the Parity
Securities present in person or by proxy shall have the power to adjourn the
meeting for the election of the Preferred Stock Directors, without notice other
than an announcement at the meeting, until a quorum is present. If a Series E
Preferred Distribution Default shall terminate after the notice of an annual or
special meeting has been given but before such meeting has been held, the
Corporation shall, as soon as practicable after such termination, mail or cause
to be mailed notice of such termination to holders of the Series E Preferred
Stock that would have been entitled to vote at such meeting.
(iii) If and when all accumulated distributions and the distribution for the
current distribution period on the Series E Preferred Stock shall have been paid
in full or a sum sufficient for such payment is irrevocably deposited in trust
for payment, the holders of the Series E Preferred Stock shall be divested of
the voting rights set forth in Section 6(b) herein (subject to revesting in the
event of each and every Series E Preferred Distribution Default) and, if all
distributions in arrears and the distributions for the current distribution
period have been paid in full or set aside for payment in full on all other
classes or series of Parity Preferred Stock upon which like voting rights have
been conferred and are exercisable, the terms and office of each Preferred Stock
Director so elected shall terminate. Any Preferred Stock Director may be removed
at any time with or without cause by the vote of, and shall not be removed
otherwise than by the vote of, the holders of record of a majority of the
outstanding Series E Preferred Stock when they have the voting rights set forth
in Section 6(b) (voting separately as a single class with all other classes or
series of Parity Preferred Stock upon which like voting rights have been
conferred and are exercisable). So long as a Series E Preferred Distribution
Default shall continue, any vacancy in the office of a Preferred Stock Director
may be filled by written consent of the Preferred Stock Director remaining in
office, or if none remains in office, by a vote of the holders of record of a
majority of the outstanding Series E Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting separately as a single class with all
other classes or series of Parity Preferred Stock upon which like voting rights
have been conferred and are exercisable). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter.
<PAGE>
(c) Certain Voting Rights. So long as any Series E Preferred Stock remains
outstanding, the Corporation shall not, without the affirmative vote of the
holders of at least two-thirds of the Series E Preferred Stock outstanding at
the time (i) authorize, designate or create, or increase the authorized or
issued amount of, any class or series of shares ranking prior to the Series E
Preferred Stock with respect to payment of distributions or rights upon
liquidation, dissolution or winding-up or reclassify any authorized shares of
the Corporation into any such shares, or create, authorize or issue any
obligations or securities convertible into or evidencing the right to purchase
any such shares, (ii) authorize, designate or create, or increase the authorized
or issued amount of, any Parity Preferred Stock or reclassify any authorized
shares of the Corporation into any such shares, or create, authorize or issue
any obligations or securities convertible into or evidencing the right to
purchase any such shares, but only to the extent such Parity Preferred Stock is
issued to an affiliate of the Corporation (other than Security Capital U.S.
Realty, Security Capital Holdings, S.A. or their affiliates), or (iii) either
(A) consolidate, merge into or with, or convey, transfer or lease its assets
substantially as an entirety, to any corporation or other entity, or (B) amend,
alter or repeal the provisions of the Corporation's Charter (including these
Articles of Amendment) or By-laws, whether by merger, consolidation or
otherwise, in each case in a manner that would materially and adversely affect
the powers, special rights, preferences, privileges or voting power of the
Series E Preferred Stock or the holders thereof; provided, however, that with
respect to the occurrence of a merger, consolidation or a sale or lease of all
of the Corporation's assets as an entirety, so long as (a) the Corporation is
the surviving entity and the Series E Preferred Stock remains outstanding with
the terms thereof unchanged, or (b) the resulting, surviving or transferee
entity is a corporation organized under the laws of any state and substitutes
the Series E Preferred Stock for other preferred stock having substantially the
same terms and same rights as the Series E Preferred Stock, including with
respect to distributions, redemptions, transfers, voting rights and rights upon
liquidation, dissolution or winding-up, then the occurrence of any such event
shall not be deemed to materially and adversely affect such rights, privileges
or voting powers of the holders of the Series E Preferred Stock and no vote of
the Series E Preferred Stock shall be required in such case and provided further
that any increase in the amount of authorized Preferred Stock or the creation or
issuance of any other class or series of Preferred Stock, or any increase in an
amount of authorized shares of each class or series, in each case ranking either
(a) junior to the Series E Preferred Stock with respect to payment of
distributions and the distribution of assets upon liquidation, dissolution or
winding-up, or (b) on a parity with the Series E Preferred Stock with respect to
payment of distributions and the distribution of assets upon liquidation,
dissolution or winding-up to the extent such Preferred Stock is not issued to an
affiliate of the Corporation (other than Security Capital U.S. Realty, Security
Capital Holdings, S.A. or their affiliates), shall not be deemed to materially
and adversely affect such rights, preferences, privileges or voting powers and
no vote of the Series E Preferred Stock shall be required in such case.
Section 7. No Conversion Rights. The holders of the Series E Preferred Stock
shall not have any rights to convert such shares into shares of any other class
or series of stock or into any other securities of, or interest in, the
Corporation.
Section 8. No Sinking Fund. No sinking fund shall be established for the
retirement or redemption of Series E Preferred Stock.
Section 9. No Preemptive Rights. No holder of the Series E Preferred Stock of
the Corporation shall, as such holder, have any preemptive rights to purchase or
subscribe for additional shares of stock of the Corporation or any other
security of the Corporation which it may issue or sell.
Fourth : The Series E Preferred Stock have been classified and designated by the
Board of Directors under the authority contained in the Charter.
Fifth : These Articles of Amendment have been approved by the Board of Directors
in the manner and by the vote required by law.
Sixth : The undersigned Officer of the Corporation acknowledges these Articles
of Amendment to be the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned Officer
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
[Signature Page Follows]
<PAGE>
Fax Audit No.
10
004.206666.2
Fax Audit No.
Signature Page to Series E Articles of Amendment
004.206666.2
IN WITNESS WHEREOF, the Corporation has caused these Articles
of Amendment to be executed under seal in its name and on its behalf by its
Executive Vice President and attested to by its Secretary on this day of May,
2000.
REGENCY REALTY CORPORATION
By:
Name: Bruce M. Johnson
Title: Executive Vice President
[SEAL]
[ATTEST]
Name: J. Christian Leavitt
Title: Secretary
<PAGE>
