Exhibit 10.12.3
SECOND AMENDMENT
TO
UNSECURED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO UNSECURED 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"), ▇▇▇▇▇ FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, KEYBANK NATIONAL
ASSOCIATION, a national banking association, WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, U.S. BANK NATIONAL ASSOCIATION, a
national banking association, LASALLE BANK NATIONAL ASSOCIATION, a national
banking association, NATIONAL CITY BANK OF KENTUCKY, a national banking
association, SOCIETE GENERALE, UNION BANK OF CALIFORNIA, N.A., a national
banking association, and PNC BANK, NATIONAL ASSOCIATION, a national banking
association (hereinafter referred to individually as an "Existing Lender" and
collectively as the "Original Lenders"), COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, a German banking corporation (hereinafter referred to as "New
Lender") (the Existing Lenders and New Lender hereinafter referred to
individually as a "Lender" and collectively as the "Lenders"), ▇▇▇▇▇ FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as contractual
representative of the Lenders (in such capacity, the "Agent") and as a Co-Lead
Arranger (in such capacity, a "Co-Lead Arranger"), KEYBANK NATIONAL ASSOCIATION,
a national banking association, as Syndication Agent (in such capacity, the
"Syndication Agent") and as a Co-Lead Arranger (in such capacity, a "Co-Lead
Arranger") WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association,
as a Documentation Agent (in such capacity a "Documentation Agent") and U.S.
BANK NATIONAL ASSOCIATION a national banking association, as a Documentation
Agent (in such capacity, a "Documentation Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Borrower, Parent, Original Lenders and Agent entered into that
certain Unsecured Credit Agreement dated as of August 27, 2004 (the "Credit
Agreement"), pursuant to which the Lenders agreed to extend to Borrower a
revolving credit facility (the "Credit Facility") in the aggregate principal
amount of up to Four Hundred Million and No/100 Dollars ($400,000,000.00) at any
one time outstanding; and
WHEREAS, Borrower, Parent, Lenders and Agent entered into that certain
First Amendment to the Credit Agreement dated September 21, 2005 (the First
Amendment; the Credit Agreement as amended by the First Amendment being
hereinafter referred to as the "Credit Agreement") to, among other matters,
increase the aggregate principal amount of the Credit Facility to up to Five
Hundred Million and No/100 Dollars ($500,000,000.00) at any one time
outstanding; and
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WHEREAS, Borrower, Parent, Lenders and Agent desire to modify and amend
the Credit Agreement in the manner and for the purposes set forth herein.
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. 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."
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."
3. Funds Transfer Disbursements. 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
Advance as requested by an authorized representative of the Borrower to
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any of the accounts designated in Exhibit H 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.
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) The Credit Agreement is hereby amended by (i) inserting the phrase
"EXHIBIT H Form of Transfer Authorizer Designation" immediately below the phrase
"EXHIBIT G Form of Compliance Certificate" on page iii of the Table of Contents,
and (ii) by attaching Exhibit "A" to this Second Amendment as Exhibit H thereto.
4. Minimum Tangible Net Worth. Section 9.1(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.
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5. Litigation. Borrower warrants and represents that Schedule 6.1(f)
attached to the Credit Agreement is true, accurate and complete as of the date
hereof.
6. 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) an Acknowledgement and Consent executed by the Parent (the
"Guarantor Consent"), consenting to this Amendment and the transactions
contemplated hereby;
(c) 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 6, 2005; (ii)
that the Partnership Agreement and Certificate of Limited Partnership of
Borrower have not been modified since September 6, 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;
(d) 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 6, 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. 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;
(e) 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
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(f) payment to Agent, for the benefit of Lenders, of all loan fees due
in connection with this Amendment.
Upon fulfillment of the foregoing conditions precedent, this Amendment
shall become effective as of the date hereof.
7. 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 Guarantor Consent, 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.
8. 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 and
the Properties Amendment Documents.
9. 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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10. 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.
11. 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.
12. 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.
13. 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.
14. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the successors and permitted assigns of the parties
hereto.
15. 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 Second
Amendment to Unsecured 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/ ▇▇▇▇ ▇. Foy_________________________
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇
Title: Vice Chairman and Chief Financial Officer
PARENT:
CBL & ASSOCIATES PROPERTIES, INC., a Delaware
corporation, solely for the limited purposes
set forth in Section 12.19 of the Credit Agreement.
By: /s/ ▇▇▇▇ ▇. Foy_________________________
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇
Title: Vice Chairman and Chief Financial Officer
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Agent, Co-Lead
Arranger and as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
Commitment Amount:
$100,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Loan Administration
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
KEYBANK NATIONAL ASSOCIATION,
as Syndication Agent, Co-Lead Arranger and
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Commitment Amount:
$75,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Keybank REC - Institutional
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent and as a Lender
By: /s/ ▇▇▇ ▇. ▇▇▇▇
-------------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
Commitment Amount:
$70,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ - ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
U.S. BANK NATIONAL
ASSOCIATION, as
Documentation Agent and as
a Lender By: /s/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
Commitment Amount:
$50,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President
Commitment Amount:
$50,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
NATIONAL CITY BANK OF KENTUCKY,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
Commitment Amount:
$25,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇-▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
SOCIETE GENERALE,
as a Lender
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------------
Name: C/ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Director
Commitment Amount:
$25,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
▇▇▇▇▇▇▇▇ ▇▇▇▇ Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
UNION BANK OF CALIFORNIA N.A.,
as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice Presedent
Commitment Amount:
$25,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
Lending Office:
---------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail Address: ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
Loan Administration:
Commercial Real Estate Loan Administration
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail Address: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
------------------------
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Commitment Amount:
$30,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
PNC Real Estate Finance
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
[Signatures Continued on Following Page]
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[Signature Page to Second Amendment to Unsecured Credit Agreement]
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇/.
-----------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
Commitment Amount:
$50,000,000.00
Lending Office (all Types of Advances) and
Address for Notices:
2 World Financial ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
[End of Signatures]
17
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 Advances and initiate
funds transfers for Loan Number 101012 dated February ___, 2006 between ▇▇▇▇▇
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. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chairman of the Board and $500,000,000
Chief Executive Officer
-----------------------------------------------------------------------------------------------------------------------------------
2. ▇▇▇▇ ▇. ▇▇▇ Vice Chairman of the Board, Chief $500,000,000
Financial Officer and Treasurer
-----------------------------------------------------------------------------------------------------------------------------------
3. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Senior Vice President $500,000,000
-----------------------------------------------------------------------------------------------------------------------------------
4.
-----------------------------------------------------------------------------------------------------------------------------------
5.
-----------------------------------------------------------------------------------------------------------------------------------
1.
---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
CBL & Associates Limited Partnership
---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
▇▇▇▇▇▇▇
--------------------------------------------------------------------------- -----------------------------------------
Receiving Bank Name, City and State: Receiving Bank Routing (ABA) Number
First Tennessee Bank, N.A., Memphis, TN ▇▇▇▇▇▇▇▇▇
--------------------------------------------------------------------------- -----------------------------------------
Maximum Transfer Amount:
$500,000,000
--------------------------------------------------------------------------- -----------------------------------------
Further Credit Information/Instructions:
Attention: ▇▇▇▇▇ Pack at (▇▇▇) ▇▇▇-▇▇▇▇
---------------------------------------------------------------------------------------------------------------------
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:
---------------------------------------------------------------------------------------------------------------------
18
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:
---------------------------------------------------------------------------------------------------------------------
(1) Maximum Wire Amount may not exceed the Loan Amount.
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)
