REVOLVING NOTE
$135,000,000 April 1, 2003
FOR VALUE RECEIVED, the undersigned, REGENCY CENTERS, L.P., a Delaware
limited partnership (the "Borrower") hereby unconditionally promises to pay to
the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the "Lender"), in care of
Xxxxx Fargo Bank, National Association, as Agent (the "Agent"), to Xxxxx Fargo
Bank, National Association, 0000 X. Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx,
Xxxxxxxxxx 00000 or at such other address as may be specified by the Agent to
the Borrower, the principal sum of ONE HUNDRED THIRTY FIVE MILLION AND NO/100
DOLLARS ($135,000,000), or such lesser amount as may be the then outstanding and
unpaid balance of all Revolving Loans made by the Lender to the Borrower
pursuant to, and in accordance with the terms of, the Credit Agreement.
The Borrower further agrees to pay interest at said office, in like
money, on the unpaid principal amount owing hereunder from time to time on the
dates and at the rates and at the times specified in the Credit Agreement.
This Revolving Note is one of the "Revolving 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 is subject to, and
entitled to, all provisions and benefits thereof. Capitalized terms used herein
and not defined herein shall have the respective meanings given to such terms in
the Credit Agreement. The Credit Agreement, among other things, (a) provides for
the making of Revolving Loans by the Lender to the Borrower from time to time in
an aggregate amount not to exceed at any time outstanding the Dollar amount
first above mentioned, (b) permits the prepayment of the Loans by the Borrower
subject to certain terms and conditions and (c) provides for the acceleration of
the Revolving Loans upon the occurrence of certain specified events.
The Borrower hereby waives presentment, demand, protest and notice of
any kind. No failure to exercise, and no delay in exercising any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.
Time is of the essence for this Note.
This Revolving Note is given in replacement of a Revolving Note
previously delivered to the Lender under the Credit Agreement. THIS REVOLVING
NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY
OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH SUCH OTHER REVOLVING NOTE.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF GEORGIA.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Note under seal as of the date written above.
REGENCY CENTERS, L.P.
By: Regency Centers Corporation, its sole
general partner
By: /s/ Xxxx X. Xxxxx Xx.
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Name: Xxxx X. Xxxxx Xx.
Title: Managing Director
STATE OF GEORGIA
COUNTY OF XXXXXX
BEFORE ME, a Notary Public in and for said County, personally appeared
Xxxx X. Xxxxx Xx., 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 Revolving 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/ Xxxxxx Xxxxxxx
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Notary Public
My Commission Expires: 4/9/03
