Exhibit 10.23.7
CBL & ASSOCIATES LIMITED PARTNERSHIP
October 17, 2005
The Contributors Listed on Schedule I of the Oak Park and Eastland Contribution
Agreements and Joint Escrow Instructions and Property Owners under the Hickory
Point and Eastland Medical Building Purchase and Sale Agreements and Joint
Escrow Instructions
Ladies and Gentlemen:
The following summarizes the terms of our agreement with respect to the Oak Park
and Eastland Contribution Agreements and Joint Escrow Instructions, of even date
herewith (the "Contribution Agreements"), and the Hickory Point and Eastland
Medical Building Purchase and Sale Agreements and Joint Escrow Instructions, of
even date herewith (the "Sale Agreements").
1. In Section 3.2(y) of the Contribution Agreements, the average closing price
of the common stock of CBL/REIT shall be deemed to be $38. Section 3.2(x)
remains unchanged.
2. In Section 10.2(b) of the Contribution Agreements, CBL's specific enforcement
rights shall be against Contributors, jointly and severally, as well as against
Property Owner.
3. Contributors' address for receipt of notices shall be c/o the Contributor
Representative at Lewis, Rice & Fingersh, L.C., One Petticoat Lane, 1010 Walnut,
Suite 500, Kansas City, Missouri 64106, telecopier number 816-472-2500.
4. We mutually acknowledge having agreed to the release, delivery and
effectiveness of the Contribution Agreements and Sale Agreements on October 17,
2005 and having given notice to
such effect to the escrow agent.
If you agree to the foregoing, please countersign this letter in the space
indicated below.
Sincerely Yours,
CBL & Associates Limited Partnership
By: CBL Holdings I, Inc.
General Partner
By: /s/ John N. Foy
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Name: John N. Foy
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Title: Vice Chairman & C.F.O.
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We agree to the foregoing as of the date hereof.
By: /s/ Jack Fingersh
Jack Fingersh
Contributor Representative