Exhibit 1.2 PRICING AGREEMENT
Pricing Agreement
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March 11, 2002
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
CBL & Associates Properties, Inc., a Delaware corporation (the "Company")
and the owner of 100% of the issued and outstanding shares of common stock of
both CBL Holdings I, Inc., a Delaware corporation, and CBL Holdings II, Inc., a
Delaware corporation, the general partner and a limited partner, respectively,
of CBL & Associates Limited Partnership, a Delaware limited partnership (the
"Operating Partnership"), and the Operating Partnership, propose, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
March 11, 2002 (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Shares
specified in Schedule II hereto (the "Designated Shares") consisting of Firm
Shares and any Optional Shares the Underwriters may elect to purchase. Each of
the provisions of the Underwriting Agreement is incorporated herein by reference
in its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Shares which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of the Underwriters of the
Designated Shares pursuant to Section 12 of the Underwriting Agreement and the
address of the Representatives referred to in such Section 12 are set forth in
Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Company agrees
to issue and sell to the Underwriters, and the Underwriters agree to purchase
from the Company, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the number of Firm Shares set
forth opposite the name of the Underwriters in Schedule I hereto and, (b) in the
event and to the extent that the Underwriters shall exercise the election to
purchase Optional Shares, as provided below, the Company agrees to issue and
sell to the Underwriters, and the Underwriters agree, to purchase from the
Company at the purchase price to the Underwriters set forth in Schedule II
hereto that portion of the number of Optional Shares as to which such election
shall have been exercised.
The Company hereby grants to the Underwriters the right to purchase at
their election up to the number of Optional Shares set forth opposite the name
of the Underwriters in Schedule I hereto on the terms referred to in the
paragraph above for the sole purpose of covering sales of Shares in excess of
the number of Firm Shares. Any such election to purchase Optional Shares may be
exercised by written notice from the Representatives to the Company given within
a period of 30 calendar days after the date of this Pricing Agreement, setting
forth the aggregate number of Optional Shares to be purchased and the date on
which such Optional Shares are to be delivered, as determined by the
Representatives, but in no event earlier than the First Time of Delivery or,
unless the Representatives and the Company otherwise agree in writing, no
earlier than two or later than ten business days after the date of such notice.
If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding agreement
among the Underwriters, the Company and the Operating Partnership.
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Very truly yours,
CBL & Associates Properties, Inc.
By: /s/ John N. Foy
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Name: John N. Foy
Title: Vice Chairman
CBL & Associates Limited Partnership
By CBL Holdings I, Inc.,
its general partner
By: /s/ John N. Foy
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Name: John N. Foy
Title: Vice Chairman
Accepted as of the date hereof:
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
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SCHEDULE I
Maximum Number
of Optional
Number of Shares Which
Firm Shares May Be
Underwriters to Be Purchased Purchased
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Goldman, Sachs & Co. 2,915,452 437,318
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Total........................................ 2,915,452 437,318
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SCHEDULE II
Title of Designated Shares:
Common Stock, par value $.01 per share
Number of Designated Shares:
Number of Firm Shares: 2,915,452
Maximum Number of Optional Shares: 437,318
Initial Offering Price to Public:
$34.55 per Share
Purchase Price by Underwriters:
$34.30 per Share
Form of Designated Shares:
Definitive form, to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the office of The Depository
Trust Company or its designated custodian.
Specified Funds for Payment of Purchase Price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time), March 14, 2002
Closing Location:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Name and Address of Representatives:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
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