October 19, 2010 CBL & Associates Limited Partnership c/o CBL & Associates Properties, Inc.
Exhibit 10.11.2
October 19, 2010
CBL & Associates Limited Partnership
c/o CBL & Associates Properties, Inc.
0000 Xxxxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Chief Financial Officer
CBL & Associates Limited Partnership
c/o CBL & Associates Properties, Inc.
0000 Xxxxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Finance Counsel
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Re:
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Second Amended & Restated Credit Agreement (as amended, the "Credit Agreement") by and among CBL & Associates Limited Partnership, as Borrower, CBL & Associates Properties, Inc., as Parent, the Financial Institutions party thereto and their assignees under Section 13.6, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent
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To Whom It May Concern:
This letter is to confirm that the Administrative Agent and Lenders have unanimously agreed:
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(i)
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to waive the requirement that Wausau Mall, the final Conditionally Approved Eligible Property, be added to the Borrowing Base Properties; and
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(ii)
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that the Full Collateralization Date has occurred (notwithstanding that Wausau Mall will not be added to the Borrowing Base Properties), such that (x) Lenders will begin making Loans for all uses permitted by Section 8.8 of the Loan Agreement, and (y) all Loans shall be deemed Revolving Loans, such that Borrower may reborrrow Loans which are repaid.
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Such agreement is conditioned upon, and by acknowledging this letter Borrower and Parent hereby acknowledge and agree that, (i) Borrower has voluntarily reduced the Revolving Commitment to $520,000,000, and (ii) the Third Benchmark Period shall commence as of the date hereof (rather than on January 1, 2011).
Sincerely | ||||
Xxxxx Fargo Bank, National Association | ||||
/s/ Xxxxx Xxxxxxxx | ||||
Xxxxx Xxxxxxxx | ||||
Acknowledged and agreed to | ||||
this 22nd day of October, 2010
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CBL & ASSOCIATES LIMITED PARTNERSHIP | ||||
By: | CBL Holdings I, In.c | |||
tis sole general partner | ||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Executive Vice President - Finance | |||
CBL & ASSOCIATES PROPERTIES, INC. | ||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Executive Vice President - Finance | |||