PROMISSORY NOTE
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September 17, 1996
Birmingham, Alabama
FOR VALUE RECEIVED, the undersigned CBL & ASSOCIATES
PROPERTIES, INC., a Delaware corporation (the "Borrower"), hereby
promises to pay to the order of COMPASS BANK (the "Bank"; Bank
and subsequent holder hereof, as applicable, are referred to
herein as the "Holder"), at the Bank's office at 15 South 20th
Street, Birmingham, Alabama 35233, or such other place as Holder
may direct, in lawful money of the United States of America, the
principal amount of TWENTY-FIVE MILLION AND NO/100 DOLLARS
($25,000,000.00), or so much therefore as may be advanced
hereunder, with interest at the rate and calculated in the manner
described herein. Payment of principal and interest shall be in
accordance with the provisions set forth below.
1. PAYMENT. Borrower promises to pay interest monthly, on
or before the fifteenth (15) day of each month, with
the first interest payment being due and payable on or
before the fifteenth (15th) day of October, 1996.
Charges, if any, and the entire outstanding balance of
the principal, and accrued and unpaid interest under
this Note shall be due and payable on January 15, 1997,
which is the maturity date of this Note.
2. INTEREST. Interest from the date on the outstanding
unpaid principal balance shall be calculated by
multiplying the product of the principal amount and the
applicable rate set forth herein by the actual number
of days elapsed, and dividing by 360. The applicable
interest rate on this Note shall be adjusted on the
fifteenth (15th) day of each month and shall be equal
to one-half of one percentage point (.50%) in excess of
the LIBOR Rate in effect on the date hereof and on the
fifteenth (15th) day of each month hereafter. Any
principal amounts outstanding hereunder after maturity
shall bear interest at a rate equal to four percentage
points (4%) in excess of the LIBOR rate, calculated in
the manner, set forth herein. As used herein, "LIBOR
Rate" means, at the time of any computation required
hereunder, an interest rate equal to Bank's reasonable
estimate of the rate at which United States dollar
deposits in tan amount equal to the outstanding
principal balance hereunder for a thirty (30) day
period, would be, at Bank's request, offered to Bank by
brokers or other intermediaries trading in the London
interbank market at approximately 11:00 A.M. (London
time), on the first day of the period for which the
Applicable Rate is to be determined by reference to the
LIBOR Index Rate, but in no event greater than the per
annum rate (LIBOR) for United States Dollars displayed
on the "LIBO" page of Reuters Monitor Money Rate
Screen. In no event shall the rate of interest
calculated hereunder exceed the maximum amount allowed
by law and automatically shall be reduced to such
maximum amount.
3. MATURITY. Charges, if any, and the entire outstanding
balance of principal, interest shall be due and payable
in full on January 15, 1997.
4. PREPAYMENT. This Note may not be prepaid prior to the
maturity date.
5. DEFAULT. The failure to make any payment of the
principal of or interest on this Note when the same
becomes due and payable and the failure to cure such
nonpayment for ten (10) days or more after Holder's
delivery of written notice to Borrower shall constitute
an event of default hereunder ("Event of Default").
Upon the occurrence of an Event of Default, or at any
time thereafter during the continuance of any such
Event of Default, the Holder may, with written notice
to the Borrower, declare this Note to be forthwith due
and payable, whereupon this Note and the indebtedness
evidenced hereby shall forthwith be due and payable,
both as to principal and interest, without presentment,
demand, protest, or other notice of any kind, all of
which are hereby expressly waived except as otherwise
set forth herein, anything contained herein or any
other instrument executed in connection with or
securing this Note to the contrary notwithstanding.
6. WAIVERS. Borrower and any endorser or guarantor of
this Note hereby waive demand, presentment for payment,
notice of dishonor, protest, and notice of protest and
diligence in collection or bringing suit and agree that
the Holder hereof may accept partial payment, or
release or exchange security or collateral, without
discharging or releasing any unreleased collateral or
the obligations evidenced hereby. Borrower and each
such endorser and guarantor further waive any and all
rights of exemption, both as to personal and real
property, under the Constitution or laws of the United
States, the State of Alabama or any other state. No
failure of any Holder of this Note to accelerate the
indebtedness evidenced hereby or to exercise any other
right hereunder shall be construed as a novation or
modification of this Note or a waiver of the Holder's
right to thereafter insist upon strict compliance with
the terms of this Note without prior notice of such
intention being given to the Borrower.
7. ATTORNEYS' FEES. Borrower and each endorser or
guarantor of this Note agree to pay reasonable
attorneys' fees and costs actually incurred by the
Holder in collecting or attempting to collect this
Note, whether by suit or otherwise.
8. LATE CHARGE. Borrower shall pay a late charge on any
payment which is not paid within ten (10) days after
notice of such failure is delivered to Borrower in an
amount equal to five percent (5%) of the scheduled
payment.
9. APPLICABLE LAW; PARTIES; UNDER SEAL. This Note has
been negotiated, and is being executed by Borrower, and
delivered to, and accepted by, Bank in the State of
Alabama. Borrower hereby submits to jurisdiction in
the State of Alabama. This Note shall be construed,
interpreted and governed by the laws of the State of
Alabama. It is intended, and the Borrower and Bank
specifically agree, that the laws of the State of
Alabama governing interest and usury shall apply to
this Note and to this transaction. As used herein, the
terms "Borrower", "Bank" and "Holder" shall be deemed
to include their respective successors, legal
representatives, heirs and assigns, whether by
voluntary action of the parties or by operation of law.
This Note is given under the seal of all parties
hereto, and it is intended that this Note is and shall
constitute and have the effect of a sealed instrument
according to law.
IN WITNESS WHEREOF, Borrower has executed, sealed and
delivered this Note in Birmingham, Alabama, as of the date first
set forth above.
BORROWER:
CBL & ASSOCIATES PROPERTIES, INC.
By: Charles W. Willett, Jr.
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Its: Authorized Signature
STATE OF ALABAMA
COUNTY OF ETAVAN
I, the undersigned, Notary Public in and for said County in
said State, hereby certify that Charles William Willett, Jr.,
whose name as Authorized Signature of CBL & ASSOCIATES
PROPERTIES, INC., a Delaware corporation, is signed to the
foregoing instrument and who is known to me, acknowledged before
me on this day that, being informed of the contents of the
instrument, he, as such officer and with full authority, executed
the same voluntarily for as the act of said corporation.
Given under my hand this the 17th day of September, 1996.
Tonya Rochester
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Notary Public
My commission expires: 4/7/98
[NOTARIAL SEAL]