Exhibit 10.17.4
THIRD AMENDMENT
TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is made and entered into as of the 14th day of February,
2006, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited
partnership (hereinafter referred to as "Borrower"), CBL & ASSOCIATES
PROPERTIES, INC., a Delaware corporation (hereinafter referred to as the
"Parent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, U.S. BANK NATIONAL ASSOCIATION, a national banking association,
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, a German banking
corporation, PNC BANK, NATIONAL ASSOCIATION, a national banking association,
SUNTRUST BANK, a Georgia banking corporation, KEYBANK NATIONAL ASSOCIATION, a
national banking association (hereinafter referred to individually as an
"Existing Lender" and collectively as "Existing Lenders"), and ALLIED IRISH
BANKS, P.L.C., an Irish publicly quoted company, LASALLE BANK NATIONAL
ASSOCIATION, a national banking association, SOCIETE GENERALE, UNION BANK OF
CALIFORNIA, N.A., a national banking association, and WESTDEUTSCHE
IMMOBILIENBANK, a German banking corporation (hereinafter referred to
individually as a "New Lender" and collectively as "New Lenders") (New Lenders
and Existing Lenders are sometimes hereinafter referred to individually as a
"Lender" and collectively as the "Lenders") and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, as contractual representative of
the Lenders (in such capacity, the "Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Borrower, Parent, Existing Lenders and Agent entered into that
certain Sixth Amended and Restated Credit Agreement dated as of February 28,
2003 (the "Credit Agreement"), pursuant to which the Lenders agreed to extend to
Borrower a credit facility (the "Credit Facility") in the aggregate principal
amount of up to Two Hundred Fifty-Five Million and No/100 Dollars
($255,000,000.00) at any one time outstanding; and
WHEREAS, Borrower, Parent, Existing Lenders and Agent entered into that
certain First Amendment to Sixth Amended and Restated Credit Agreement dated as
of May 3, 2004 (the "First Amendment"), pursuant to which the parties modified
and amended the Credit Agreement to, among other matters, increase the aggregate
principal amount of the Credit Facility to up to Three Hundred Seventy-Three
Million and No/100 Dollars ($373,000,000.00) at any one time outstanding; and
WHEREAS, Borrower, Parent, Existing Lenders and Agent entered into that
certain Second Amendment to Sixth Amended and Restated Credit Agreement dated as
of September 21, 2005 (the "Second Amendment"), pursuant to which the parties
modified and amended the Credit Agreement as more particularly set forth therein
(the Credit Agreement as modified by the First Amendment and the Second
Amendment being hereinafter referred to as the "Credit Agreement"); and
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WHEREAS, Borrower, Parent, Lenders and Agent desire to further modify
and amend the Credit Agreement in order to increase the maximum aggregate
principal amount of the Credit Facility to up to Four Hundred Seventy-Six
Million Dollars ($476,000,000.00), to extend the maturity date to February 28,
2009, to make the New Lenders a party thereto, and for the other purposes set
forth herein, all as more particularly set forth hereinbelow.
NOW THEREFORE, for and in consideration of the premises, for Ten and
No/100 Dollars ($10.00) in hand paid by the parties to each other, and for other
good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged by Borrower, Parent, Lenders, and Agent, Borrower,
Parent, Lenders, and Agent do hereby covenant and agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Credit Agreement.
2. Commitment. (a) From and after the effective date hereof, the Commitment of
each Lender shall be the amount set forth beside each Lender's name below:
Lender Commitment
Wells Fargo Bank, National Association $85,000,000.00
Wachovia Bank, National Association $47,000,000.00
U.S. Bank National Association $71,000,000.00
Commerzbank AG, New York and Grand Cayman $47,000,000.00
Branches
PNC Bank, National Association $47,000,000.00
SunTrust Bank $32,000,000.00
KeyBank National Association $47,000,000.00
LaSalle Bank National Association $20,000,000.00
Allied Irish Banks, p.l.c. $20,000,000.00
Societe Generale $20,000,000.00
Union Bank of California N.A. $20,000,000.00
Westdeutsche ImmobilienBank $20,000,000.00
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(b) Section 2.11 of the Credit Agreement is hereby amended by
deleting the figure "$500,000,000" therefrom, and by inserting the figure
"$650,000,000" in lieu thereof.
3. Extension of Termination Date.
(a) The definition of Termination Date contained in Section 1.1 of the
Credit Agreement, which did read:
" `Termination Date' means February 28, 2006, or such later date to which
such date may be extended in accordance with Section 2.13."
is hereby deleted in its entirety and the following is hereby inserted in
lieu thereof:
" `Termination Date' means February 28, 2009."
(b) The within extension of the Termination Date to February 28, 2009
is made in lieu of Borrower's rights under Section 2.13 of the Credit Agreement,
and Borrower shall continue to have the right to extend the Termination Date
pursuant to, and on and subject to the terms and conditions set forth in, said
Section 2.13.
4. Tangible Net Worth. The definition of Tangible Net Worth contained
in Section 1.1 of the Credit Agreement, which did read:
"`Tangible Net Worth' means, as of a given date, the
stockholders' equity of the Parent and its Subsidiaries determined on a
consolidated basis plus (x) increases in accumulated depreciation
accrued after September 30, 2002 and (y) minority interests in the
Borrower minus (to the extent reflected in determining stockholders'
equity of the Parent and its Subsidiaries): (a) the amount of any
write-up in the book value of any assets contained in any balance sheet
resulting from revaluation thereof or any write-up in excess of the
cost of such assets acquired, and (b) all amounts appearing on the
assets side of any such balance sheet for assets which would be
classified as intangible assets under GAAP, all determined on a
consolidated basis."
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is hereby deleted in its entirety and the following is hereby inserted in lieu
thereof
"`Tangible Net Worth' means, as of a given date, the
stockholders' equity of the Parent and its Subsidiaries determined on a
consolidated basis plus (x) increases in accumulated depreciation
accrued after September 30, 2002 and (y) minority interests in the
Borrower minus (to the extent reflected in determining stockholders'
equity of the Parent and its Subsidiaries): (a) the amount of any
write-up in the book value of any assets contained in any balance sheet
resulting from revaluation thereof or any write-up in excess of the
cost of such assets acquired (but excluding any such write-up for
purchase price adjustments of acquisition properties based on GAAP),
and (b) all amounts appearing on the assets side of any such balance
sheet for assets which would be classified as intangible assets under
GAAP, all determined on a consolidated basis."
5. Funds Transfer Disbursements. (a) Section 2.1(c) of the Credit
Agreement is hereby amended by inserting the following as the second full
paragraph thereof:
"Borrower hereby authorizes Agent to disburse the proceeds of any
Revolving Advance as requested by an authorized representative of the
Borrower to any of the accounts designated in Exhibit O hereto.
Borrower agrees to be bound by any transfer request: (i) authorized or
transmitted by Borrower; or, (ii) made in Borrower's name and accepted
by Agent in good faith and in compliance with these transfer
instructions, even if not properly authorized by Borrower. Borrower
further agrees and acknowledges that Agent may rely solely on any bank
routing number or identifying bank account number or name provided by
Borrower to effect a wire or funds transfer even if the information
provided by Borrower identifies a different bank or account holder than
named by the Borrower. Agent is not obligated or required in any way to
take any actions to detect errors in information provided by Borrower.
If Agent takes any actions in an attempt to detect errors in the
transmission or content of transfer or requests or takes any actions in
an attempt to detect unauthorized funds transfer requests, Borrower
agrees that no matter how many times Agent takes these actions Agent
will not in any situation be liable for failing to take or correctly
perform these actions in the future and such actions shall not become
any part of the transfer disbursement procedures authorized under this
provision, the Loan Documents, or any agreement between Agent and
Borrower or between any Lender and Borrower. Borrower agrees to notify
Agent of any errors in the transfer of any funds or of any unauthorized
or improperly authorized transfer requests within 14 days after Agent's
confirmation to Borrower of such transfer.
Agent will, in its sole discretion, determine the funds transfer system
and the means by which each transfer will be made. Agent may delay or
refuse to accept a funds transfer request if the transfer would: (i)
violate the terms of this authorization; (ii) require use of a bank
unacceptable to Agent or prohibited by Government Authority; (iii)
cause Agent to violate any Federal Reserve or other regulatory risk
control program or guideline, or (iii) otherwise cause Agent to violate
any applicable law or regulation.
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Neither Agent nor any Lender shall be liable to Borrower or any other
parties for (i) errors, acts or failures to act of others, including
other entities, banks, communications carriers or clearinghouses,
through which Borrower's transfers may be made or information received
or transmitted, and no such entity shall be deemed an agent of the
Agent, (ii) any loss, liability or delay caused by fires, earthquakes,
wars, civil disturbances, power surges or failures, acts of government,
labor disputes, failures in communications networks, legal constraints
or other events beyond Agent's control, or (iii) any special,
consequential, indirect or punitive damages, whether or not (a) any
claim for these damages is based on tort or contract or (b) Agent, any
Lender or Borrower knew or should have known the likelihood of these
damages in any situation. Agent makes no representations or warranties
other than those expressly made in this Agreement."
(b) Section 2.3 (b) of the Credit Agreement is hereby amended by
inserting the following as the second, third, and fourth full paragraphs
thereof:
"Borrower hereby authorizes Swingline Lender to disburse the proceeds
of any Swingline Loan as requested by an authorized representative of
the Borrower to any of the accounts designated in Exhibit O hereto.
Borrower agrees to be bound by any transfer request: (i) authorized or
transmitted by Borrower; or, (ii) made in Borrower's name and accepted
by Swingline Lender in good faith and in compliance with these transfer
instructions, even if not properly authorized by Borrower. Borrower
further agrees and acknowledges that Swingline Lender may rely solely
on any bank routing number or identifying bank account number or name
provided by Borrower to effect a wire or funds transfer even if the
information provided by Borrower identifies a different bank or account
holder than named by the Borrower. Swingline Lender is not obligated or
required in any way to take any actions to detect errors in information
provided by Borrower. If Swingline Lender takes any actions in an
attempt to detect errors in the transmission or content of transfer or
requests or takes any actions in an attempt to detect unauthorized
funds transfer requests, Borrower agrees that no matter how many times
Swingline Lender takes these actions Swingline Lender will not in any
situation be liable for failing to take or correctly perform these
actions in the future and such actions shall not become any part of the
transfer disbursement procedures authorized under this provision, the
Loan Documents, or any agreement between Swingline Lender and Borrower.
Borrower agrees to notify Swingline Lender of any errors in the
transfer of any funds or of any unauthorized or improperly authorized
transfer requests within 14 days after Swingline Lender's confirmation
to Borrower of such transfer.
Swingline Lender will, in its sole discretion, determine the funds
transfer system and the means by which each transfer will be made.
Swingline Lender may delay or refuse to accept a funds transfer request
if the transfer would: (i) violate the terms of this authorization;
(ii) require use of a bank unacceptable to Swingline Lender or
prohibited by Government Authority; (iii) cause Swingline Lender to
violate any Federal Reserve or other regulatory risk control program or
guideline, or (iii) otherwise cause Swingline Lender to violate any
applicable law or regulation.
Swingline Lender shall not be liable to Borrower or any other parties
for (i) errors, acts or failures to act of others, including other
entities, banks, communications carriers or clearinghouses, through
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which Borrower's transfers may be made or information received or
transmitted, and no such entity shall be deemed an Swingline Lender of
the Swingline Lender , (ii) any loss, liability or delay caused by
fires, earthquakes, wars, civil disturbances, power surges or failures,
acts of government, labor disputes, failures in communications
networks, legal constraints or other events beyond Swingline Lender's
control, or (iii) any special, consequential, indirect or punitive
damages, whether or not (a) any claim for these damages is based on
tort or contract or (b) Swingline Lender or Borrower knew or should
have known the likelihood of these damages in any situation. Swingline
Lender makes no representations or warranties other than those
expressly made in this Agreement."
(c) The Credit Agreement is hereby amended by (i) inserting the phrase
"EXHIBIT O Form of Transfer Authorizer Designation" immediately below the phrase
"EXHIBIT N Form of Compliance Certificate" on page iv of the Table of Contents,
and (ii) by attaching Exhibit "A" to this Third Amendment as Exhibit O thereto.
6. Minimum Tangible Net Worth. Section 10.1(a) of the Credit Agreement
is hereby amended by deleting the figure "$1,000,000,000" therefrom, and by
inserting the figure "1,370,000,000" in lieu thereof.
7. Litigation. Borrower warrants and represents that Schedule 7.1(f)
attached to the Credit Agreement is true, accurate and complete as of the date
hereof.
8. Conditions Precedent. Subject to the other terms and conditions
hereof, this Amendment shall not become effective until the Agent shall have
received each of the following instruments, documents or agreements, each in
form and substance satisfactory to the Agent:
(a) counterparts of this Amendment duly executed and delivered by
Borrower, Parent, Agent and each of the Lenders;
(b) Amended and Restated Promissory Notes executed by the Borrower,
payable to each Existing Lender whose Commitment is being increased pursuant to
this Amendment, in the face amount of each such Existing Lender's new Commitment
(the "Amended Notes");
(c) Promissory Notes executed by the Borrower, payable to each New
Lender, in the face amount of each New Lender's Commitment (the "Notes");
(d) an amendment to each Mortgage (collectively, the "Mortgage
Amendments") encumbering a Collateral Property, amending each such Mortgage to
reflect this Amendment and the transactions contemplated hereby;
(e) Acknowledgements and Consents executed by the Parent and each
Guarantor (collectively, the "Guarantor Consents"), consenting to this Amendment
and the transactions contemplated hereby;
(f) endorsements to each of the title insurance policies insuring the
validity and priority of the Mortgages (as amended by the Mortgage Amendments)
covered thereby as a first priority Lien upon the Property described therein,
subject to Permitted Liens, and increasing the amounts of such policies to
amount approved by Agent;
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(g) a certificate of the Secretary of CBL Holdings I, Inc. dated as of
the date hereof certifying (i) that the Certificate of Incorporation and By-laws
of CBL Holdings I, Inc. have not been modified since September 21, 2005; (ii)
that the Partnership Agreement and Certificate of Limited Partnership of
Borrower have not been modified since September 21, 2005; (iii) that attached
thereto is a true and complete copy of Resolutions adopted by the Board of
Directors of CBL Holdings I, Inc., authorizing the execution and delivery on
behalf of Borrower of this Amendment and the other instruments, documents or
agreements executed and delivered by or on behalf of Borrower in connection
herewith (all such instruments, documents or agreements executed and delivered
in connection herewith by or on behalf of CBL Holdings I, Inc. or Borrower are
hereinafter collectively referred to as the "Borrower Amendment Documents"); and
(iv) as to the incumbency and genuineness of the signatures of the officers of
CBL Holdings I, Inc. executing the Borrower Amendment Documents to which CBL
Holdings I, Inc. or Borrower is a party;
(h) a certificate of the Secretary of CBL Holdings I, Inc. dated as of
the date hereof certifying (i) that the Partnership Agreements, Certificates of
Limited Partnership, Articles of Incorporation, Articles of Organization, Bylaws
and other organizational documents of each Loan Party owning a Collateral
Property have not been modified since September 21, 2005; (ii) that attached
thereto is a true and complete copy of Resolutions adopted by the Board of
Directors of CBL Holdings I, Inc., authorizing the execution and delivery on
behalf of each Loan Party owning a Collateral Property of the Mortgage
Amendments, the Guarantor Consents and the other instruments, documents or
agreements executed and delivered by or on behalf of such Loan Parties in
connection herewith (all such instruments, documents or agreements executed and
delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or any
Loan Party are hereinafter collectively referred to as the "Loan Party Amendment
Documents"); and (iii) as to the incumbency and genuineness of the signatures of
the officers of CBL Holdings I, Inc. executing the Loan Party Amendment
Documents to which any Loan Party is a party;
(i) a certificate of the Secretary of CBL & Associates Properties, Inc.
dated as of the date hereof certifying (i) that the Certificate of Incorporation
and By-laws of CBL & Associates Properties, Inc. have not been modified since
September 21, 2005; (ii) that attached thereto is a true and complete copy of
Resolutions adopted by the Board of Directors of CBL & Associates Properties,
Inc., authorizing the execution and delivery on behalf of CBL & Associates
Properties, Inc. of this Amendment and the other instruments, documents or
agreements executed and delivered by CBL & Associates Properties, Inc. in
connection herewith (all such instruments, documents or agreements executed and
delivered in connection herewith by or on behalf of CBL & Associates Properties,
Inc., Inc., Borrower or any Subpartnership are hereinafter collectively referred
to as the "Properties Amendment Documents"); and (iii) as to the incumbency and
genuineness of the signatures of the officers of CBL & Associates Properties,
Inc. executing the Properties Amendment Documents to which CBL & Associates
Properties, Inc. is a party;
(j) the opinions of Borrower's in-house counsel, addressed to Agent and
each Lender and satisfactory in form and substance to Agent, covering such
matters relating to the transaction contemplated by this Amendment as Agent may
reasonably request; and
(k) payment to Agent, for the benefit of Lenders, of all loan fees due
in connection with the increase in the amount of the Commitments and this
Amendment.
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Upon fulfillment of the foregoing conditions precedent, this Amendment
shall become effective as of the date hereof.
9. Representations and Warranties; No Default. Borrower hereby
represents and warrants to the Agent and the Lenders that:
(a) all of Borrower's representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and correct on and as of
the date of Borrower's execution of this Amendment;
(b) no Default or Event of Default has occurred and is continuing as of
such date under any Loan Document;
(c) Borrower and Parent have the power and authority to enter into this
Amendment and to perform all of its obligations hereunder;
(d) the execution, delivery and performance of this Amendment by
Borrower and Parent have been duly authorized by all necessary corporate,
partnership or other action;
(e) the execution and delivery of this Amendment and performance
thereof by Borrower and Parent does not and will not violate the Partnership
Agreements or other organizational documents of Borrower or Parent or the
Certificate of Incorporation, By-laws or other organizational documents of CBL
Holdings I, Inc. and does not and will not violate or conflict with any law,
order, writ, injunction, or decree of any court, administrative agency or other
governmental authority applicable to Borrower, Parent, CBL Holdings I, Inc., or
their respective properties; and
(f) this Amendment, the Amended Notes, the Notes, the Guarantor
Consents, the Mortgage Amendments and all other documents executed in connection
herewith, constitute legal, valid and binding obligations of the parties
thereto, in accordance with the respective terms thereof, subject to bankruptcy,
insolvency and similar laws of general application affecting the rights and
remedies of creditors and, with respect to the availability of the remedies of
specific enforcement, subject to the discretion of the court before which any
proceeding therefor may be brought.
10. Expenses. Borrower agrees to pay, immediately upon demand by the
Agent, all reasonable costs, expenses, fees and other charges and expenses
actually incurred by the Agent in connection with the negotiation, preparation,
execution and delivery of this Amendment, the Borrower Amendment Documents, the
Loan Party Amendment Documents, and the Properties Amendment Documents.
11. Defaults Hereunder. The breach of any representation, warranty or
covenant contained herein or in any document executed in connection herewith, or
the failure to observe or comply with any term or agreement contained herein
shall constitute a Default or Event of Default under the Credit Agreement
(subject to any applicable cure period set forth in the Credit Agreement) and
the Agent and the Lenders shall be entitled to exercise all rights and remedies
they may have under the Credit Agreement, any other documents executed in
connection therewith and applicable law.
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12. References. All references in the Credit Agreement and the Loan
Documents to the Credit Agreement shall hereafter be deemed to be references to
the Credit Agreement as amended hereby and as the same may hereafter be amended
from time to time.
13. Limitation of Agreement. Except as especially set forth herein,
this Amendment shall not be deemed to waive, amend or modify any term or
condition of the Credit Agreement, each of which is hereby ratified and
reaffirmed and which shall remain in full force and effect, nor to serve as a
consent to any matter prohibited by the terms and conditions thereof.
14. Counterparts. To facilitate execution, this Amendment may be
executed in as many counterparts as may be convenient or required. It shall not
be necessary that the signature of, or on behalf of, each party, or that the
signature of all persons required to bind any party, appear on each counterpart.
All counterparts shall collectively constitute a single document. It shall not
be necessary in making proof of this document to produce or account for more
than a single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto. Any signature page to any counterpart may be
detached from such counterpart without impairing the legal effect of the
signature thereon and thereafter attached to another counterpart identical
thereto having attached to it additional signature pages.
15. Further Assurances. Borrower agrees to take such further action as
the Agent or the Lenders shall reasonably request in connection herewith to
evidence the amendments herein contained to the Credit Agreement.
16. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the successors and permitted assigns of the parties
hereto.
17. Governing Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of Georgia, without regard to
principles of conflicts of law.
[Signatures Begin on Following Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to Sixth Amended and Restated Credit Agreement to be executed by their
authorized officers all as of the day and year first above written.
BORROWER:
CBL & ASSOCIATES LIMITED PARTNERSHIP,
a Delaware limited partnership
By: CBL Holdings I, Inc., a Delaware corporation,
its sole general partner
By: /s/ John N. Foy
-----------------------------------
Name: John N. Foy
Title: Vice Chairman and Chief Financial Officer
PARENT:
CBL & ASSOCIATES PROPERTIES, INC., a Delaware
corporation, solely for the limited purposes set
forth in Section 13.20 of the Credit Agreement.
By: /s/ John N. Foy
-------------------------------------
Name: John N. Foy
Title: Vice Chairman and Chief Financial Officer
[Signatures Continued on Following Page]
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[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Agent and as a Lender
By: /s/ James A. Phelps
Name: James A. Phelps
Title: Senior Vice President
Commitment Amount:
$85,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
2859 Paces Ferry Road, Suite 1805
Atlanta, GA 30339
Attn: Loan Administration
Telecopier: (770) 435-2262
Telephone: (770) 435-3800
[Signatures Continued on Following Page]
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[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Kelly Armstrong__________________________
Name: Kelly Armstrong
Title: Assistant Vice President
Commitment Amount:
$71,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
800 Nicollet Mall
3rd Floor
Minneapolis, MN 55402
Attn: Michael Raarup
Telecopier: (612) 303-2270
Telephone: (612) 303-3586
[Signatures Continued on Following Page]
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[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ Ralph C. Marra, Jr.______________________
---------------------------------------------
Name: Ralph C. Marra, Jr.
Title: Vice President
By: /s/ Kerstin Micke
--------------------------------------------
Name: Kerstin Micke
Title: Assistant Vice President
Commitment Amount:
$47,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
2 World Financial Center
34th Floor
New York, NY 10281-1050
Attention: Ralph Marra
Telecopier: (212) 266-7565
Telephone: (212) 266-7661
[Signatures Continued on Following Page]
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[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Rex E. Rudy______________________________
---------------------------------------------
Name: Rex E. Rudy
Title: Managing Director
Commitment Amount:
$47,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
301 South College Street
NC - 0172
Charlotte, NC 28288-0172
Attention: Rex Rudy
Telecopier: (704) 383-6505
Telephone: (704) 383-7534
[Signatures Continued on Following Page]
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[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
KEYBANK NATIONAL ASSOCIATION
By: /s/ Michael P. Szuba________________________
---------------------------------------------
Name: Michael P. Szuba
Title: Vice President
Commitment Amount:
$47,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Keybank REC - Institutional
127 Public Square, 6th Floor
Cleveland, OH 44114-1306
Attn: Mike Szuba
Telecopier: (216) 689-4997
Telephone: (216) 689-5984
[Signatures Continued on Following Page]
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[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Andrew T. White__________________________
----------------------------------------------
Name: Andrew T. White
Title: Vice President
Commitment Amount:
$47,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
PNC Real Estate Finance
1600 Market Street, 30th Floor
Philadelphia, PA 19103
Attention: Andrew White
Telecopier: (215) 585-5806
Telephone: (215) 585-6123
[Signatures Continued on Following Page]
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[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
SUNTRUST BANK
By: /s/ Blake K. Thompson________________________
---------------------------------------------
Name: Blake K. Thompson
Title: Vice President
Commitment Amount:
$32,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Mail Code ALX 2608
8330 Boone Blvd.
8th Floor
Vienna, VA 22182-3871
Attention: John Wendler
Telecopier: (703) 442-1570
Telephone: (703) 442-1563
[Signatures Continued on Following Page]
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[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
ALLIED IRISH BANKS, P.L.C.
By: /s/ Kathryn E. Murdoch_______________________
---------------------------------------------
Name: Kathryn E. Murdoch
Title: Vice President
By: /s/ Brian Deegan_____________________________
Name: Brian Deegan
Title: Assistant Vice President
Commitment Amount:
$20,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Allied Irish Banks, p.l.c.
405 Park Avenue
10th Floor
New York, NY 10022
Attention: Kathryn Murdoch
Telecopier: (212) 515-6710
Telephone: (212) 515-6811
[Signatures Continued on Following Page]
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[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Stephen J. Shockey
-------------------------------------------------
Name: Stephen J. Schockey
Title: First Vice President
Commitment Amount:
$20,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
135 South LaSalle Street
Suite 1225
Chicago, Illinois 60603
Attention: Stephen Shockey
Telecopier: (312) 904-6691
Telephone: (312) 904-7096
[Signatures Continued on Following Page]
19
[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
SOCIETE GENERALE
By: /s/ C. H. Butterworth
----------------------------------------------
Name: C. H. Butterworth
Title: Director
Commitment Amount:
$20,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Trammell Crow Center
2001 Ross Avenue
Suite 4900
Dallas, TX 75201
Attn: Chuck Butterworth
Telecopier: (214) 979-2740
Telephone: (214) 979-2779
[Signatures Continued on Following Page]
20
[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
UNION BANK OF CALIFORNIA N.A.
By: /s/ Lawrence Andow
------------------------------------------
Name: Lawrence Andow
Title: Vice President
Commitment Amount:
$20,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Lending Office:
---------------
350 California Street
7th Floor
San Francisco, CA 94104
Attn: Larry Andow
Telecopier: (415) 433-7438
Telephone: (415) 705-5032
E-mail Address: Lawrence.Andow@uboc.com
Loan Administration:
Commercial Real Estate Loan Administration
18300 Von Karman Avenue, Suite 200
Irvine, CA 92612
Attn: Amelida Carreno
Telecopier: (949) 553-7123
Telephone: (949) 553-2568
E-mail Address: Amelida.Carreno@uboc.com
------------------------
[Signatures Continued on Following Page]
21
[Signature Page to Third Amendment to
Sixth Amended and Restated Credit Agreement]
WESTDEUTSCHE IMMOBILIENBANK
By: /s/ Armin Gemmerich__________________________
Name: Armin Bemmerich
Title: Executive Director
By: /s/ Martin Stevenger_________________________
Name: Martin Stevenger
Title: Senior Manager
Commitment Amount:
$20,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Grosse Bieiche 46
55131 Mainz
Germany
Attention: Martin Stevener
Telecopier: 1 6131 9280 7308
Telephone: 1 6131 9280 7426
[End of Signatures]
22
Loan No. 5593ZMA
EXHIBIT A
TRANSFER AUTHORIZER DESIGNATION
(For Disbursement of Loan Proceeds by Funds Transfer)
|_| NEW |X| REPLACE PREVIOUS DESIGNATION |_| ADD |_| CHANGE |_|
DELETE LINE NUMBER _____
The following representatives of CBL & Associates Limited Partnership
("Borrower") are authorized to request the disbursement of [Revolving
Advances][Swingline Loans] and initiate funds transfers for Loan Number 5593ZMA
dated February ___, 2006 between Wells Fargo Bank, National Association
("Agent"), the lenders party thereto and Borrower. Agent is authorized to rely
on this Transfer Authorizer Designation until it has received a new Transfer
Authorizer Designation signed by Borrower, even in the event that any or all of
the foregoing information may have changed.
Name Title Maximum Wire
Amount
- -----------------------------------------------------------------------------------------------------------------------------------
1. Charles B. Lebovitz Chairman of the Board and $476,000,000
Chief Executive Officer
- -----------------------------------------------------------------------------------------------------------------------------------
2. John N. Foy Vice Chairman of the Board, Chief $476,000,000
Financial Officer and Treasurer
- -----------------------------------------------------------------------------------------------------------------------------------
3. Charles A. Willett, Jr. Senior Vice President $476,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
4.
- -----------------------------------------------------------------------------------------------------------------------------------
5.
- -----------------------------------------------------------------------------------------------------------------------------------
1.
- ---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
CBL & Associates Limited Partnership
- ---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
4441630
- --------------------------------------------------------------------------- -----------------------------------------
Receiving Bank Name, City and State: Receiving Bank Routing (ABA) Number
First Tennessee Bank, N.A., Memphis, TN 084000026
- --------------------------------------------------------------------------- -----------------------------------------
Maximum Transfer Amount:
$476,000,000
- ---------------------------------------------------------------------------------------------------------------------
Further Credit Information/Instructions:
Attention: Zelma Pack at (423) 757-4249
- ---------------------------------------------------------------------------------------------------------------------
2.
- ---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
- ---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
- -------------------------------------------------------------------------------- ------------------------------------
Receiving Bank Name, City and State: Receiving Bank Routing (ABA) Number
- -------------------------------------------------------------------------------- ------------------------------------
Maximum Transfer Amount:
- ---------------------------------------------------------------------------------------------------------------------
Further Credit Information/Instructions:
- ---------------------------------------------------------------------------------------------------------------------
3.
- ---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
- ---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
- ---------------------------------------------------------------------------------------------------------------------
Receiving Bank Name, City and State: Receiving Bank Routing (ABA) Number
- --------------------------------------------------------------------------- -----------------------------------------
Maximum Transfer Amount:
- ---------------------------------------------------------------------------------------------------------------------
Further Credit Information/Instructions:
- ---------------------------------------------------------------------------------------------------------------------
<FN>
(1) Maximum Wire Amount may not exceed the Loan Amount.
</FN>
Date: _____________________________
"BORROWER"
CBL & ASSOCIATES LIMITED PARTNERSHIP, a
Delaware limited partnership
By: CBL Holding I, Inc., a Delaware corporation,
its sole general partner
By:_____________________________________
Name:___________________________________
Title:__________________________________
(CORPORATE SEAL)