CBL & ASSOCIATES PROPERTIES, INC. DEPOSITARY SHARES EACH REPRESENTING 1/10TH OF A SHARE OF SERIES D PREFERRED STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2004 • CBL & Associates Properties Inc • Real estate investment trusts • New York
To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described.
December 8, 2004CBL & Associates Properties Inc • December 14th, 2004 • Real estate investment trusts
CBL & Associates Properties, Inc., a Delaware corporation (the “Company”) and the owner of 100% of the issued and outstanding shares of common stock of both CBL Holdings I, Inc., a Delaware corporation, and CBL Holdings II, Inc., a Delaware corporation, the general partner and a limited partner, respectively, of CBL & Associates Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and such Operating Partnership, propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated December 8, 2004 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Depositary Shares specified in Schedule II hereto (the “Designated Shares”) consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Ag
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP Dated as of July 28, 2004CBL & Associates Properties Inc • December 14th, 2004 • Real estate investment trusts
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP (this “Amendment”) is hereby adopted by CBL Holdings I, Inc., a Delaware corporation (the “General Partner”), as the general partner of CBL & Associates Limited Partnership, a Delaware limited partnership (the “Partnership”), and by CBL Holdings II, Inc., a Delaware corporation, a limited partner of the Partnership representing a Majority-In-Interest of the Limited Partners of the Partnership (the “Limited Partner”). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership as the same may be amended (the “Agreement”).
