Status of Borrowing Base Properties
SCHEDULE 7.1.(h)
Material Contracts
SCHEDULE 7.1.(i)
Litigation
SCHEDULE 7.1.(s)
Affiliate Transactions
SCHEDULE 7.1.(cc)
Non-Single Asset Entities
SCHEDULE 13.1.
Notices
EXHIBIT A
Form of Assignment and Assumption Agreement
EXHIBIT B
Form of Borrowing Base Certificate
EXHIBIT C
Form of Guaranty
EXHIBIT D
Form of Hazardous Materials Indemnity Agreement
EXHIBIT E
Form of Notice of Borrowing
EXHIBIT F
Form of Notice of Continuation
EXHIBIT G
Form of Notice of Conversion
EXHIBIT H
Form of Parent Guaranty
EXHIBIT I
Form of Property Management Contract Assignment
EXHIBIT J
Form of Revolving Note
EXHIBIT K
Form of Security Deed
EXHIBIT L
Form of Transfer Authorizer Designation Form
EXHIBIT M
Form of Compliance Certificate
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
November 2, 2009 by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a limited
partnership organized under the laws of the State of Delaware (the "Borrower"),
CBL & ASSOCIATES PROPERTIES, INC., a corporation organized under the laws of the
State of Delaware (the "Parent"), joining in the execution of this Agreement
solely for the limited purposes set forth in Section 13.22., each of the
financial institutions initially a signatory hereto together with their
successors and assignees under Section 13.6. (the "Lenders"), WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Administrative Agent") and as a Co-Lead Arranger (a
"Co-Lead Arranger"), KEYBANC CAPITAL MARKETS, as a Co-Lead Arranger (a "Co-Lead
Arranger") and as a Co-Book Runner (a "Co-Book Runner") KEYBANK NATIONAL
ASSOCIATION, as Syndication Agent ("Syndication Agent"), WACHOVIA BANK, NATIONAL
ASSOCIATION and BANK OF AMERICA, N.A., each as Documentation Agent (each a
"Documentation Agent"), and WELLS FARGO SECURITIES, as a Co-Lead Arranger (a
"Co-Lead Arranger") and a Co-Book Runner (a "Co-Book Runner").
WHEREAS, the Lenders have made available to the Borrower an unsecured revolving
credit facility on the terms and conditions contained in that certain Amended
and Restated Unsecured Credit Agreement dated as of August 22, 2006 (as amended
and in effect immediately prior to the date hereof, the "Existing Credit
Agreement") by and among the Borrower, Parent, Lenders, and Wells Fargo Bank,
National Association, as Administrative Agent;
WHEREAS, the Administrative Agent and the Lenders desire to amend and restate
the Existing Credit Agreement in order to make available to the Borrower a
$560,000,000 secured revolving credit facility on the terms and conditions
contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree
that the Existing Credit Agreement is amended and restated in its entirety as
follows:
Article I. Definitions
Section 1.1.
Definitions.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings for the purposes of this Agreement:
"Accession Agreement" means an Accession Agreement substantially in the form of
Annex I to the Guaranty.
"Additional Costs" has the meaning given that term in Section 5.1.(b).
"Adjusted Asset Value" means, as of a given date, the sum of EBITDA attributable
to malls, power centers and all other assets for