Exhibit 10.1


 


December 8, 2004


 


WACHOVIA CAPITAL MARKETS,
LLC


BEAR, STEARNS & CO.
INC., 

as Representatives of the Several Underwriters


c/o Wachovia Capital Markets, LLC

901 East Byrd Street

6th Floor East

Richmond, Virginia 23219


 


Ladies and Gentlemen:


 


CBL
& Associates Properties, Inc., a Delaware corporation (the “Company”) and
the owner of 100% of the issued and outstanding shares of common stock of both
CBL Holdings I, Inc., a Delaware corporation, and CBL Holdings II, Inc., a
Delaware corporation, the general partner and a limited partner, respectively,
of CBL & Associates Limited Partnership, a Delaware limited partnership
(the “Operating Partnership”), and such Operating Partnership, propose, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated December 8, 2004 (the “Underwriting Agreement”), to issue and sell to the
Underwriters named in Schedule I hereto (the “Underwriters”) the
Depositary Shares specified in Schedule II hereto (the “Designated Shares”)
consisting of Firm Shares and any Optional Shares the Underwriters may elect to
purchase.  Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and
warranty which refers to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of
the Underwriting Agreement in relation to the Prospectus (as therein defined),
and also a representation and warranty as of the date of this Pricing Agreement
in relation to the Prospectus as amended or supplemented relating to the
Designated Shares which are the subject of this Pricing Agreement.  Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. 
Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. 
The Representatives designated to act on behalf of the Representatives
and on behalf of the Underwriters of the Designated Shares pursuant to Section
12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth in Schedule II hereto.


 


An
amendment to the Registration Statement, or a supplement to the Prospectus, as
the case may be, relating to the Designated Shares, in the form heretofore
delivered to you is now proposed to be filed with the Commission.


 


Subject
to the terms and conditions set forth herein and in the Underwriting Agreement
incorporated herein by reference, (a) the Company agrees to issue and sell to
the


 





















 


Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Company, at the time and place and at the purchase price to
the Underwriters set forth in Schedule II hereto, the number of Firm Shares set
forth opposite the name of the Underwriters in Schedule I hereto and, (b) in
the event and to the extent that the Underwriters shall exercise the election
to purchase Optional Shares, as provided below, the Company agrees to issue and
sell to each of the Underwriters, and the Underwriters agree, severally and not
jointly, to purchase from the Company at the purchase price to the Underwriters
set forth in Schedule II hereto that portion of the number of Optional Shares
as to which such election shall have been exercised.


 


The
Company hereby grants to each of the Underwriters the right to purchase at
their election up to the number of Optional Shares set forth opposite the name
of the Underwriters in Schedule I hereto on the terms referred to in the
paragraph above for the sole purpose of covering the sales of shares in excess
of the Firm Shares.  Any such election to
purchase Optional Shares may be exercised by written notice from the
representatives to the Company given within a period of 30 calendar days after
the date of this Pricing Agreement, setting forth the aggregate number of
Optional Shares to be purchased and the date on which such Optional Shares are
to be delivered, as determined by the Representatives, but in no event earlier
than the First Time of Delivery or, unless the Representatives and the Company
otherwise agree in writing, no earlier than two or later than ten business days
after the date of such notice.


 


If the
foregoing is in accordance with your understanding, please sign and return to
us one for the Company and one for each of the Representatives plus one for
each counsel counterparts hereof, and upon acceptance hereof by you, on behalf
of the Underwriters, this letter and such acceptance hereof, including the
provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company and the Operating Partnership.


 





















 


	
  Very
  truly yours,

  
	
   

  
	
  CBL &
  Associates Properties, Inc.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John N. Foy

  	
   

  
	
   

  	
  Name: John N.
  Foy

  
	
   

  	
  Title: Vice Chairman

  
	
   

  
	
  CBL &
  Associates Limited Partnership

  
	
   

  
	
  By CBL Holdings I, Inc.,

  
	
  its general partner

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John N. Foy

  	
   

  
	
   

  	
  Name: John N. Foy

  
	
   

  	
  Title: Vice Chairman

  



 





















 


Accepted as of the date
hereof:


 


 


	
  Wachovia Capital
  Markets, LLC, as

  Representative of the Several Underwriters

  	
  Bear, Stearns & Co.
  Inc., as Representative

  of the Several Underwriters 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Teresa Hee

  	
   

  	
  By:

  	
  /s/ David
  Granville-Smith

  	
   

  
	
   

  	
  Name: Teresa Hee

  	
   

  	
  Name: David
  Granville-Smith

  
	
   

  	
  Title: Director

  	
   

  	
  Title: Senior Managing
  Director

  
						



 





















 


SCHEDULE I


 


	
  Underwriters

  	
   

  	
  Number of

  Firm Shares

  To Be

  Purchased

  	
   

  	
  Maximum

  Number of

  Optional Shares

  Which May Be

  Purchased

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  	
  1,525,000

  	
   

  	
  228,750

  	
   

  
	
  Bear, Stearns
  & Co. Inc.

  	
   

  	
  1,525,000

  	
   

  	
  228,750

  	
   

  
	
  A.G. Edwards
  & Sons, Inc.

  	
   

  	
  1,470,000

  	
   

  	
  220,500

  	
   

  
	
  Legg Mason Wood
  Walker, Incorporated

  	
   

  	
  545,000

  	
   

  	
  81,750

  	
   

  
	
  KeyBanc Capital
  Markets, a Division of McDonald Investments Inc.

  	
   

  	
  545,000

  	
   

  	
  81,750

  	
   

  
	
  RBC Dain
  Rauscher Inc.

  	
   

  	
  545,000

  	
   

  	
  81,750

  	
   

  
	
  J.J.B. Hilliard,
  W.L. Lyons, Inc.

  	
   

  	
  130,000

  	
   

  	
  19,500

  	
   

  
	
  Stifel, Nicolaus
  & Company, Incorporated

  	
   

  	
  130,000

  	
   

  	
  19,500

  	
   

  
	
  Wells Fargo
  Securities, LLC

  	
   

  	
  130,000

  	
   

  	
  19,500

  	
   

  
	
  Advest, Inc.

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  BB&T Capital
  Markets, a division of Scott & Stringfellow, Inc.

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Davenport &
  Company LLC

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Ferris, Baker
  Watts, Incorporated

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Janney
  Montgomery Scott LLC

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  JVB Financial
  Group LLC

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Keefe, Bruette
  & Woods, Inc.

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Mesirow
  Financial Inc.

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Morgan Keegan
  & Co., Inc.

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Oppenheimer
  & Co. Inc.

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Pershing Trading
  Company LP

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Piper Jaffray

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Southwest
  Securities, Inc.

  	
   

  	
  35,000

  	
   

  	
  5,250

  	
   

  
	
  Total

  	
   

  	
  7,000,000

  	
   

  	
  1,050,000

  	
   

  



 





















 


SCHEDULE II


 


Title Of Designated Shares:


 


Depositary Shares, each
representing 1/10th of a share of 7.375% Series D Cumulative Redeemable
Preferred Stock


 


Number Of Designated Shares:


 


Number of Firm Shares:
7,000,000


 


Maximum Number of
Optional Shares: 1,050,000


 


Initial Offering Price To Public:


 


$25.00 per Depositary
Share


 


Purchase Price By Underwriters:


 


$24.2125 per Depositary
Share


 


Commission Payable to
Underwriters:


 


$0.7875 per Depositary
Share in Federal (same day) funds


 


Form of Designated Shares:


 


Book-entry
form, to be made available for checking at least twenty-four hours prior to the
Time of Delivery at the office of the Depository Trust Company.


 


Specified Funds for Payment of
Purchase Price:


 


Federal (same day) funds


 


Time of Delivery:


 


10:00
a.m. (New York City time) on December 13, 2004


 


Closing Location:


 


Paul,
Hastings, Janofsky & Walker, LLP


75 East 55th Street


New York, New York, 10022


 





















 


Names And Addresses Of Representatives:




	
  Wachovia Capital
  Markets, LLC

  901 East Byrd Street

  6th Floor East

  Richmond, VA 23219

  	
  Bear, Stearns & Co.
  Inc.

  383 Madison Avenue

  New York, New York 10179