FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is made and entered into as of the 15th
day of November, 1997, by and among CBL & ASSOCIATES LIMITED
PARTNERSHIP, a Delaware limited partnership (hereinafter referred to
as "Borrower"), WELLS FARGO BANK, N.A., a national banking
association, NATIONSBANK, N.A., a national banking association, U.S.
BANK NATIONAL ASSOCIATION, a national banking association, and UNION
BANK OF SWITZERLAND (NEW YORK BRANCH) (hereinafter referred to
individually as a "Lender" and collectively as "Lenders") and WELLS
FARGO BANK, N.A., a national banking association, as agent for the
benefit of each of the "Lenders" (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, Borrower, Lenders and Agent entered into that certain
Second Amended and Restated Credit Agreement dated as of June 5, 1997,
to be effective as of April 1, 1997 (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
Eighty-Five Million Dollars ($85,000,000.00) at any one time
outstanding; and
WHEREAS, capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Credit
Agreement; and
WHEREAS, Borrower, Lenders and Agent desire to modify and amend
the Credit Agreement to, among other matters, change the rate of
interest charged thereunder.
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, Lenders,
and Agent, Borrower, Lenders, and Agent do hereby covenant and agree
as follows:
1. Interest Rate. Section 2.5(a) of the Credit Agreement is
hereby amended by deleting the words, numbers and figures "one and
one-fourth percent (1.25%)" therefrom, and inserting the words,
numbers and figures "one percent (1.00%)" in lieu thereof.
Notwithstanding the within modifications, the unpaid
balance of each LIBOR Advance outstanding on the date hereof shall
continue to bear interest to and including the earlier of the final
day of the Interest Period with respect to such LIBOR Advance or the
date such LIBOR Advance is repaid in full at a rate per annum equal to
the LIBOR Rate for the applicable Interest Period plus one and one-fourth
percent (1.25%) per annum.
2. 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 has 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 have been duly authorized by all necessary
corporate, partnership or other action; and (e) the execution and
delivery of this Amendment and performance thereof by or on behalf
Borrower does not and will not violate the Partnership Agreement of
Borrower or the Certificate of Incorporation, By-laws or other
organizational documents of CBL Holdings I, Inc. or CBL Properties,
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, CBL Holdings
I, Inc., CBL Properties, Inc. or their respective properties.
3. 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 and
the Amendment Documents.
4. 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.
5. 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.
6. 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.
7. Counterparts. This Amendment may be executed in any number
of counterparts, and any party hereto may execute any counterpart,
each of which, when executed and delivered, will be deemed to be an
original and all of which, taken together will be deemed to be but one
and the same agreement.
8. 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.
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9. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the successors and permitted assigns
of the parties hereto.
10. 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.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment under seal as of the date first above written.
"BORROWER"
CBL & ASSOCIATES LIMITED PARTNERSHIP
By: CBL Holdings I, Inc. as General
Partner
/s/ John N. Foy
By:_________________________
Name: John N. Foy
Title: Executive Vice President
/s/ Joan C. Perry
Attest:_______________________
Name: Joan C. Perry
Title: Assistant Secretary
(CORPORATE SEAL)
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"LENDERS"
WELLS FARGO BANK, N.A.
/s/ Samuel Wammok
By: __________________________
Name:___Samuel Wammok_______
Title:_____Vice President______
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NATIONSBANK, N.A., Successor to
NationsBank, N.A. (South)
/s/ S. Ellen Porter
By: ___________________________
Name:___S. Ellen Porter __________
Title:____Vice President _________
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U.S. BANK NATIONAL ASSOCIATION, f/k/a and
d/b/a First Bank National Association
/s/ Stephen P. Bailey
By: ___________________________
Name:____ Stephen P. Bailey ______
Title:_____Vice President______
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UNION BANK OF SWITZERLAND (NEW YORK
BRANCH)
/s/ David Goldman
By: ___________________________
Name:____ David Goldman ______
Title:_____Assistent Vice President______
/s/ Jeffery W. Wald
By: ___________________________
Name:____Jeffery W. Wald______
Title:____Director______________
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"AGENT"
WELLS FARGO BANK, N.A.
/s/ Samuel Wammok
By: __________________________
Name:___Samuel Wammok_______
Title:_____Vice President______
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