MODIFICATION NO. ONE TO THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT
Exhibit T3B.54
MODIFICATION NO. ONE TO THIRD AMENDED
AND RESTATED PARTNERSHIP AGREEMENT
THIS MODIFICATION NO. ONE, TO THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT (the “Modification”) is made and entered into to be effective as of July 10, 2009, by and between CBL/Fayette I, LLC, a Delaware limited liability company, and CBL/Fayette II, LLC, a Delaware limited liability company (herein referred to as the “Partners”).
WHEREAS, Lexington Joint Venture, an Ohio general partnership (the “Partnership”), is governed by that certain Third Amended and Restated Partnership Agreement dated January 31, 2001 (the “Agreement”); and
NOW, THEREFORE, the Partners hereby modify the Agreement and otherwise agree as follows:
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Property. The definition of “Property” in Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following definition: |
“Property” shall mean all of the membership interests in Fayette Mall SPE, LLC, a Delaware limited liability, and as described on Exhibit A attached hereto and made a part hereof.
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Exhibit “A”. Exhibit “A” to the Agreement is hereby modified and amended by substituting Exhibit “A” attached hereto. |
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No Other Change. Except as herein modified, the Agreement shall remain in full force and effect. |
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Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. |
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PARTNERS: |
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CBL/FAYETTE I, LLC, |
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a Delaware limited liability company |
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By: |
CBL/J I, LLC, its chief manager |
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By: |
CBL & Associates Limited Partnership, its chief manager |
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By: |
CBL Holdings I, Inc., its sole general partner |
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By: |
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Name: |
Xxxxxxx X. Xxxxxxxx | |
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Title: |
Sr. Vice President - Finance | |
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CBL/FAYETTE I, LLC, |
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a Delaware limited liability company |
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By: |
CBL/J I, LLC, its chief manager |
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By: |
CBL & Associates Limited Partnership, its chief manager |
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By: |
CBL Holdings I, Inc., its sole general partner |
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By: |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Sr. Vice President - Finance |
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EXHIBIT “A”
[Description of Property ]
One hundred percent (100%) of the membership interest in Fayette Mail SPE, LLC, a Delaware limited liability company, which is the owner of that certain regional mall, including the real estate and the improvements thereon, located in Lexington, Kentucky, and known as “Fayette Mall.”