MODIFICATION NO. TWO
TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
CBL & ASSOCIATES LIMITED PARTNERSHIP
THIS MODIFICATION NO. TWO to the Amended and Restated
Agreement of Limited Partnership of CBL & Associates Limited
Partnership, a Delaware limited partnership (the "Operating
Partnership"), is hereby entered into by the partners of the
Operating Partnership effective this 19th day of February, 1998.
WHEREAS, the Operating Partnership was formed by that
certain Agreement of Limited Partnership dated October 29, 1993, as
amended and restated by that certain Amended and Restated Agreement
of Limited Partnership dated November 3, 1993 as modified by
Modification No. One referred to below (the Agreement of Limited
Partnership and the Amended and Restated Agreement of Limited
Partnership and Modification No. One are herein referred to as the
"Partnership Agreement"); and
WHEREAS, the undersigned partners of the Operating
Partnership (the "Partners") desire to modify the Partnership
Agreement to make certain clarifications regarding the rights of
the Limited Partners pursuant to Article XI of the Partnership
Agreement; and
WHEREAS, pursuant to Modification No. One to the
Partnership Agreement, dated March 31, 1997 ("Modification No.
One"), CBL & Associates Properties, Inc., in its capacity as
General Partner and Limited Partner, assigned its interest (i) as
the sole General Partner of the Operating Partnership to CBL
Holdings I, Inc., a Delaware corporation, and (ii) as a Limited
Partner of the Operating Partnership to CBL Holdings II, Inc., a
Delaware corporation; and
WHEREAS, the parties desire to further modify the
Partnership Agreement to recognize and document that the conversion
rights and other rights of the Limited Partners set forth in
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Article XI of the Partnership Agreement are with respect to the
equity stock of CBL & Associated Properties, Inc. regardless of the
assignment of its interests reflected in Modification No. One.
NOW, THEREFORE, in consideration of the premises and
mutual covenants and agreements contained herein, the Partnership
Agreement is hereby modified as follows:
1. Effective as of the date hereof, Article XI of the
Partnership Agreement is hereby amended by deleting the term
"General Partner" where it appears in Article XI and inserting
therefor the term "CBL & Associates Properties, Inc.".
2. It is the intent of the Partners that the
modifications to the Partnership Agreement pursuant to this
Modification No. Two are simply to clarify that if a Limited
Partner shall desire to exercise his/her/its rights pursuant to
Article XI of the Partnership Agreement, said conversion right, if
elected, shall be to the stock of CBL & Associates Properties, Inc.
and not CBL Holdings I, Inc., the current general partner of the
Operating Partnership. Likewise, the Partners agree that any other
provision of the Partnership Agreement where the term "General
Partner" is utilized, but the context obviously indicates that CBL
& Associates Properties, Inc. is being described in its capacity as
a publicly traded company rather than just in its capacity as the
former general partner, shall be and likewise is, by this
Modification No. Two, amended by deleting the term "General
Partner" and inserting therefor the term "CBL & Associates
Properties, Inc.".
IN WITNESS WHEREOF, the undersigned Partners have
executed this Modification No. Two effective as of the date
referenced above.
GENERAL PARTNER:
CBL HOLDINGS I, INC.
/s/ John N. Foy
By:__________________________________
Vice President
Title: ____________________________
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LIMITED PARTNERS:
CBL HOLDINGS II, INC.
/s/ John N. Foy
By:__________________________________
Vice President
Title: ____________________________
CBL & ASSOCIATES, INC.
/s/ John N. Foy
By:__________________________________
Vice President
Title: ____________________________
CBL EMPLOYEES PARTNERSHIP/CONWAY
By: CBL & Associates, Inc.,
Managing Partner
/s/ John N. Foy
By:__________________________________
Vice President
Title: ____________________________
COLLEGE STATION ASSOCIATES
/s/ Charles B. Lebovitz
By:__________________________________
Charles B. Lebovitz,
Managing Partner
FOOTHILLS PLAZA PARTNERSHIP
By: Mortgage Services, Inc.,
Managing Partner
/s/ John N. Foy
By:__________________________________
John N. Foy, President
/s/ John N. Foy
_____________________________________
John N. Foy, Limited Partner
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GIRVIN ROAD PARTNERSHIP
By: CBL & Associates, Inc.,
Managing Partner
/s/ John N. Foy
By:__________________________________
Vice President
Title: ____________________________
/s/ Ben S. Landress
_____________________________________
Ben S. Landress
/s/ Alan L. Lebovitz
_____________________________________
Alan L. Lebovitz
/s/ Charles B. Lebovitz
_____________________________________
Charles B. Lebovitz
/s/ Charles B. Lebovitz - P.O.A.
_____________________________________
Laurie Beth Lebovitz
/s/ Michael I. Lebovitz
_____________________________________
Michael I. Lebovitz
_____________________________________
Stephen D. Lebovitz
TRUST U/W MOSES LEBOVITZ F/B/O
CHARLES B. LEBOVITZ, ET AL
/s/ Charles B. Lebovitz
By:__________________________________
Charles B. Lebovitz,
Trustee
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TRUST U/W MOSES LEBOVITZ F/B/O
FAYE L. ISRAEL, ET AL
/s/ Charles B. Lebovitz
By:__________________________________
Charles B. Lebovitz,
Trustee
_____________________________________
Mark D. Mancuso
/s/ Eric P. Snyder
_____________________________________
Eric P. Snyder
/s/ Augustus N. Stephas
_____________________________________
Augustus N. Stephas
WAREHOUSE PARTNERSHIP
By: CBL & Associates, Inc.,
Managing Partner
/s/ John N. Foy
By:__________________________________
Vice President
Title: ____________________________
_____________________________________
Jay Wiston
_____________________________________
James L. Wolford
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