EXHIBIT 10.19.5
THIS FOURTH AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE AMENDS AND
RESTATES THAT CERTAIN THIRD RESTATED PROMISSORY NOTE OF CBL & ASSOCIATES LIMITED
PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("MAKER"), PAYABLE TO THE ORDER OF
SUNTRUST BANK (THE "BANK"), IN THE MAXIMUM PRINCIPAL AMOUNT OF $10,000,000.00
(THE "MOST RECENT LINE OF CREDIT NOTE") AND ANY AND ALL PRIOR RENEWALS,
AMENDMENTS AND RESTATEMENTS THEREOF. THIS FOURTH AMENDED AND RESTATED PROMISSORY
NOTE DOES NOT CONSTITUTE A RELEASE, DISCHARGE, PAYMENT, SATISFACTION OR NOVATION
OF THE MOST RECENT LINE OF CREDIT NOTE, OR ANY PRIOR RENEWAL, AMENDMENT OR
RESTATEMENT THEREOF, OR THE INDEBTEDNESS, AND ACCRUED INTEREST, EVIDENCED
THEREBY ALL OF WHICH REMAINS OUTSTANDING AND WHICH SHALL HENCEFORTH BE REPAYABLE
AND BEAR INTEREST IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS FOURTH
AMENDED AND RESTATED PROMISSORY NOTE AND THE OTHER LOAN DOCUMENTS TO WHICH
BENEFIT THIS FOURTH AMENDED AND RESTATED PROMISSORY NOTE IS ENTITLED.
FOURTH AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$17,200,000.00
Chattanooga, Tennessee
August 29, 2006
CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Maker"), promises to pay to the order of SUNTRUST BANK, a Georgia banking
corporation with offices in Chattanooga, Tennessee (the "Bank"), the principal
sum of SEVENTEEN MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS
($17,200,000.00), or such lesser principal sum as may be advanced hereon,
together with interest thereon from date until paid, upon disbursed and unpaid
principal balances, as hereinafter provided , said interest being payable
monthly on the first day of each month following the date hereof, with the final
installment of interest being due and payable concurrently on the same date that
the principal balance is due hereunder. Capitalized terms which are used, but
not otherwise defined herein, shall have the meanings respectively ascribed such
terms in that certain Third Amended and Restated Loan Agreement dated September
24, 2003 herewith between the Maker and the Bank, as the same has been and may
hereafter be amended, extended, supplemented, spread, consolidated and/or
restated (the "Loan Agreement").
Subject to the terms and provisions herein pertaining to the application of the
Default Rate, and unless sooner accelerated to immediate maturity in accordance
with the terms and provisions herein provided, the disbursed and unpaid
principal balances of the indebtedness hereby evidenced shall bear interest
prior to maturity at a variable rate per annum for each Interest Period equal to
(a)
CHATTANOOGA\exhibit10195.htm
equal to (i) .80% per annum, plus (ii) the one month, two month, three month,
six month and, if available, one year LIBOR selected by the Maker at the Maker's
option in accordance with the time, manner, condition and limitations specified
in the Loan Agreement, or (b) the Base Rate, if Maker shall so elect or the
Continuation or Conversion of LIBOR Advances is no longer permitted under the
terms of the Loan Agreement. If Maker shall fail to make a timely designation
with respect to the continuation of any LIBOR Advance, so long as a LIBOR
Advance is then available under the terms of the Loan