Exhibit 10.12.5
FIRST AMENDMENT
TO
AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT (this
"Amendment") is made and entered into as of the 30th day of November, 2007, 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"), WELLS 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, a__________, UNION BANK OF CALIFORNIA, N.A., a
national banking association,PNC BANK, NATIONAL ASSOCIATION, a national banking
association, EUROHYPO AG, NEW YORK BRANCH, andBANK OF AMERICA, NATIONAL
ASSOCIATION, a national banking association, (hereinafter referred to
individually as a "Lender" and collectively as the "Lenders") and WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, as contractual
representative of the Lenders (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, Borrower, Parent, Lenders and Agent entered into that certain Amended
and Restated Unsecured Credit Agreement dated as of August 22, 2006 (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 Five Hundred Sixty Million and No/100 Dollars ($560,000,000.00)
at any one time outstanding; and
WHEREAS, Borrower, Parent, Lenders and Agent desire to modify and amend the
Credit Agreement in order to modify certain financial covenants set forth in the
Credit Agreement and for the other purposes set forth herein, as more
particularly 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.
Adjusted Asset Value. The definition of Adjusted Asset Value
contained in Section 1.1 of the Credit Agreement, which did read:
""Adjusted Asset Value" means, as of a given date, the sum of (i) EBITDA
attributable to malls, power centers and all other assets for the fiscal quarter
most recently ended times (ii) 4; divided by (iii) 7.0%. In determining Adjusted
Asset Value (i) EBITDA attributable to real estate properties acquired during
such fiscal quarter, and EBITDA attributable to Properties development of which
was completed during such fiscal quarter, shall be disregarded, (ii) EBITDA
attributable to any Property which is currently under development shall be
excluded, (iii) with respect to any Subsidiary that is not a Wholly Owned
Subsidiary, only the Borrower's