Execution Copy
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PRICING AGREEMENT
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June 10, 2002
BEAR, STEARNS & CO. INC.
ROBERTSON STEPHENS, INC.
PRUDENTIAL SECURITIES INCORPORATED
LEGG MASON WOOD WALKER, INCORPORATED
J.J.B. HILLIARD, W.L. LYONS, INC.
WELLS FARGO SECURITIES, LLC
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
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 such Operating Partnership, propose, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
June 10, 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, severally and
not jointly, 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 each of the Underwriters, and the
Underwriters agree, severally and not jointly, 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 each of 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 the sales of shares in excess
of the 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 one for the Company and one for each of the Representatives plus
one for each counsel counterparts hereof, and upon acceptance hereof by you, on
behalf of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company and the Operating Partnership.
Very truly yours,
CBL & Associates Properties, Inc.
By: /s/ John N. Foy
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Name: John N. Foy
Title: Chairman of the Board of Directors
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: Chairman of the Board of Directors
Accepted as of the date hereof:
Bear, Stearns & Co. Inc. Robertson Stephens, Inc.
By: /s/ Kelley Millet By: /s/ G. Mitchell Whiteford
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Name: Kelley Millet Name: G. Mitchell Whiteford
Title: Senior Managing Director Title: Managing Director
Prudential Securities Incorporated Legg Mason Wood Walker, Incorporated
By: /s/ Frederick John Tate, Jr. By: /s/ Joseph A. Sullivan
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Name: Frederick J. Tate, Jr. Name: Joseph A. Sullivan
Title: Managing Director Title: Sr. Vice President
J.J.B. Hilliard, W.L. Lyons, Inc. Wells Fargo Securities, LLC
By: /s/ George E. Councill By: /s/ Edward Thomas
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Name: George E. Councill Name: Edward Thomas
Title: Vice President Title: Vice President
SCHEDULE I
Maximum Number
Number of Firm of Optional Shares
Shares To Be Which May Be
Underwriters Purchased Purchased
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Bear, Stearns & Co. Inc................ 417,600 62,400
Robertson Stephens, Inc. .............. 417,600 62,400
Prudential Securities Incorporated..... 417,600 62,400
Legg Mason Wood Walker, Incorporated... 226,200 33,800
J.J.B. Hilliard, W.L. Lyons, Inc....... 174,000 26,000
Wells Fargo Securities, LLC............ 87,000 13,000
Total.................................. ========= =========
1,740,000 260,000
SCHEDULE II
Title Of Designated Shares:
8.75% Series B Cumulative Redeemable Preferred Stock
Number Of Designated Shares:
Number of Firm Shares: 1,740,000
Maximum Number of Optional Shares: 260,000
Initial Offering Price To Public:
$50.00 per Share
Purchase Price By Underwriters:
$48.425 per Share
Commission Payable to Underwriters:
$1.575 per Share in Federal (same day) funds
Form of Designated Shares:
Book-entry form, to be made available for checking at least twenty-four hours
prior to the Time of Delivery at the office of The Depository Trust Company.
Specified Funds for Payment of Purchase Price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time) on June 14, 2002.
Closing Location:
Paul, Hastings, Janofsky & Walker, LLP
75 East 55th Street
New York, New York, 10022
Names And Addresses Of Representatives:
Bear, Stearns & Co. Inc. Robertson Stephens, Inc.
383 Madison Avenue 555 California Street, Suite 2600
New York, New York 10179 San Francisco, CA 94104
Prudential Securities Incorporated Legg Mason Wood Walker, Incorporated
One New York Plaza, 15th Floor 100 Light Street
New York, NY 10292 Baltimore, MD 21202
J.J.B. Hilliard, W.L. Lyons, Inc. Wells Fargo Securities, LLC
501 South Fifth Street 600 California Street Suite 1700
Lousiville, KY 40202 San Francisco, CA 94108-2704