Exhibit 10.15.3
AMENDMENT TO VOTING AND STANDSTILL AGREEMENT
THIS AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (the "Amendment") is made
to be effective as of the 1st day of January, 2006, by and among CBL &
Associates Properties, Inc., a Delaware Corporation (the "REIT"); CBL &
Associates Limited Partnership, a Delaware limited partnership (the "Operating
Partnership", the Operating Partnership and the REIT are referred to herein
collectively as "CBL"); the CBL Principals (Charles B. Lebovitz, Stephen D.
Lebovitz, John N. Foy, and CBL & Associates, Inc.); Jacobs Realty Investors
Limited Partnership, a Delaware limited partnership ("JRI"); Richard E. Jacobs,
solely as Trustee for the Richard E. Jacobs Revocable Living Trust ("REJ'");
Richard E. Jacobs, solely as Trustee for the David H. Jacobs Marital Trust
("DHJ" and together with REJ, the "Jacobs Trusts"); and Martin J. Cleary
("Cleary").
W I T N E S S E T H:
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WHEREAS, the parties entered into that certain Voting and Standstill
Agreement with an effective date of September 25, 2000 ("Agreement"), for the
purpose of regulating certain relationships between the parties;
WHEREAS, the parties have agreed that Cleary shall no longer be a party to
the Agreement; and
WHEREAS, the parties, among other things, desire to amend the Agreement to
remove Cleary as a party to the Agreement, and to confirm that Cleary no longer
has any rights or obligations with respect to the Agreement.
NOW, THEREFORE, in consideration of the terms and conditions contained in
this Amendment, the mutual covenants herein contained and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, parties hereby agree as follows:
1. Except to the extent modified by this Amendment, the Agreement remains
in full force and effect according to its terms.
2. Subject to the terms hereof, Cleary is hereby released and removed as a
party to the Agreement.
3. In each instance in which "Martin J. Cleary" or "Cleary" appears in the
Agreement, those words and name are hereby deleted.
4. For purposes of Section 9 of the Agreement, the notice address of CBL &
Associates Properties, Inc. is hereby changed to CBL Center, Suite 500, 2030
Hamilton Place Boulevard, Chattanooga, Tennessee 37421, Attention: Charles B.
Lebovitz and H. Jay Wiseman, Jr.
With a copy simultaneously to CBL's attorneys:
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104-0185
Attention: Yaacov M. Gross, Esq.
and
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Shumacker Witt Gaither & Whitaker, P.C.
CBL Center, Suite 210
2030 Hamilton Place Boulevard
Chattanooga, TN 37421
Attention: Jeffery V. Curry, Esq.
5. If there is any conflict, ambiguity or inconsistency between the terms,
covenants and conditions of this Amendment and the terms, covenants and
conditions of the Agreement, then the terms, covenants and conditions of this
Amendment shall be controlling.
6. Except as herein provided, all terms used herein with initial capital
letters shall have the meaning ascribed to such terms by the Agreement.
7. This Amendment may be signed in several counterparts, each of which
shall be deemed an original, and all such counterparts, when taken together,
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to
be effective as of the date first written above.
OPERATING PARTNERSHIP:
CBL & ASSOCIATES LIMITED PARTNERSHIP
By: CBL Holdings I, Inc.
/s/ Charles B. Lebovitz
By:
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Name: Charles B. Lebovitz
Title: Chairman of the Board and
Chief Executive Officer
REIT:
CBL & ASSOCIATES PROPERTIES, INC.
/s/ Charles B. Lebovitz
By:
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Name: Charles B. Lebovitz
Title: Chairman of the Board and
Chief Executive Officer
CBL PRINCIPALS:
CBL & ASSOCIATES, INC.
/s/ Charles B. Lebovitz
By:
-----------------------------------------
Name: Charles B. Lebovitz
Title: Chairman of the Board and
Chief Executive Officer
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/s/ Charles B. Lebovitz
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Charles B. Lebovitz
/s/ Stephen D. Lebovitz
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Stephen D. Lebovitz
/s/ John N. Foy
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John N. Foy
JRI:
JACOBS REALTY INVESTORS LIMITED PARTNERSHIP
By: JG Realty Investors Corp.
By: /s/ Richard E. Jacobs
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Name: Richard E. Jacobs
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Title: President
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JACOBS TRUSTS:
/s/ Richard E. Jacobs
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Richard E. Jacobs, solely as Trustee
for the Richard E. Jacobs Revocable Living Trust
/s/ Richard E. Jacobs
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Richard E. Jacobs, solely as Trustee
for the David H. Jacobs Marital Trust
/s/ Martin J. Cleary
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Martin J. Cleary
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