0001193125-03-042206 Sample Contracts

CBL & ASSOCIATES PROPERTIES, INC. DEPOSITARY SHARES EACH REPRESENTING 1/10TH OF A SHARE OF SERIES C PREFERRED STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • August 26th, 2003 • CBL & Associates Properties Inc • Real estate investment trusts • New York

From time to time, 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 (“CBL Holdings I”), and CBL Holdings II, Inc., a Delaware corporation (“CBL Holdings II”), 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 to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain (i) depositary shares (the “

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PRICING AGREEMENT
Pricing Agreement • August 26th, 2003 • CBL & Associates Properties Inc • Real estate investment trusts
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