BID RATE NOTE
April 1, 2003
FOR VALUE RECEIVED, the undersigned, REGENCY CENTERS, L.P., a Delaware
limited liability company (the "Borrower"), hereby promises to pay to the order
of COMMERCEBANK, N.A. (the "Lender"), in care of Wells Fargo Bank, National
Association, as Agent (the "Agent"), to Wells Fargo Bank, National Association,
2120 E. Park Place, Suite 100, El Segundo, California 90245, or at such other
address as may be specified by the Agent to the Borrower, the aggregate unpaid
principal amount of Bid Rate Loans made by the Lender to the Borrower under the
Credit Agreement, on the dates and in the principal amounts provided in the
Credit Agreement, and to pay interest on the unpaid principal amount of each
such Bid Rate Loan, at such office at the rates and on the dates provided in the
Credit Agreement.
The date, amount, interest rate and maturity date of each Bid Rate Loan
made by the Lender to the Borrower, and each payment made on account of the
principal thereof, shall be recorded by the Lender on its books and, prior to
any transfer of this Note, endorsed by the Lender on the schedule attached
hereto or any continuation thereof, provided that the failure of the Lender to
make any such recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing under the Credit
Agreement or hereunder in respect of the Bid Rate Loans made by the Lender.
This Note is one of the "Bid Rate Notes" referred to in the Credit
Agreement dated as of April 30, 2001 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and among the
Borrower, Regency Realty Group, Inc., Regency Centers Corporation, the financial
institutions party thereto and their assignees under Section 12.8 thereof, the
Agent, and the other parties thereto, and evidences Bid Rate Loans made by the
Lender thereunder. Terms used but not otherwise defined in this Note have the
respective meanings assigned to them in the Credit Agreement.
The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Bid Rate
Loans upon the terms and conditions specified therein.
Except as permitted by Section 12.8. of the Credit Agreement, this Note
may not be assigned by the Lender to any other Person.
This Note shall be governed by, and construed in accordance with, the
laws of the State of GEORGIA.
The Borrower hereby waives presentment for payment, demand, notice of
demand, notice of non-payment, protest, notice of protest and all other similar
notices.
Time is of the essence for this Note.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Bid
Rate Note under seal as of the date first written above.
REGENCY CENTERS, L.P.
By: Regency Centers Corporation, its sole
general partner
By: /s/ John F. Euart Jr.
-----------------------------------
Name: John F. Euart Jr.
Title: Managing Director
STATE OF GEORGIA
COUNTY OF FULTON
BEFORE ME, a Notary Public in and for said County, personally appeared
John F. Euart Jr., known to me to be a person who, as Managing Director of
Regency Centers Corporation, as the general partner of Regency Centers, L.P.,
the entity which executed the foregoing Bid Rate Note, signed the same, and
acknowledged to me that he did so sign said instrument in the name and upon
behalf of said corporation as an officer of said corporation.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and affixed
my official seal, this 1st day of April, 2003.
/s/ Jackie Leonard
-------------------------------------------
Notary Public
My Commission Expires: 4/9/03
-2-
SCHEDULE OF BID RATE LOANS
This Note evidences Bid Rate Loans made under the within-described
Credit Agreement to the Borrower, on the dates, in the principal amounts,
bearing interest at the rates and maturing on the dates set forth below, subject
to the payments and prepayments of principal set forth below:
Principal Maturity Amount Unpaid
Date of Amount of Interest Date of Paid or Principal Notation
Loan Loan Rate Loan Prepaid Amount Made By
---- ---- ---- ---- ------- ------ -------
-3-