MODIFICATION NO. ONE
TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
CBL & ASSOCIATES LIMITED PARTNERSHIP
This Modification No. One to the Amended and Restated
Agreement of Limited Partnership of CBL & Associates Limited
Partnership, a Delaware limited partnership (the "Operating
Partnership"), is hereby entered into by the partners of the
Operating Partnership effective this 31st day of March, 1997.
WHEREAS, the Operating Partnership was formed by that
certain Agreement of Limited Partnership dated October 29, 1993, as
amended and restated by that certain Amended and Restated Agreement
of Limited Partnership dated November 3, 1993 (the Agreement of
Limited Partnership and the Amended and Restated Agreement of
Limited Partnership are herein referred to as the "Partnership
Agreement"), and the initial Certificate of Limited Partnership of
the Operating Partnership was filed in the office of the Delaware
Secretary of State on July 16, 1993, as amended by that certain
Certificate of Amendment to Certificate of Limited Partnership
filed in the office of the Delaware Secretary of State on December
15, 1993; and
WHEREAS, the undersigned partners of the Operating
Partnership (the "Partners") desire to convert a portion of certain
general partner interests in the Operating Partnership owned by CBL
& Associates Properties, Inc. to limited partner interests; and
WHEREAS, simultaneously with the conversion of a portion
of certain general partner interests as set forth above, CBL &
Associates Properties, Inc., in its capacity as General Partner and
Limited Partner, has as of the date hereof, assigned its interest
(i) as the sole General Partner of the Operating Partnership to CBL
Holdings I, Inc., a Delaware corporation, and (ii) as a Limited
Partner of the Operating Partnership to CBL Holdings II, Inc., a
Delaware corporation; and
WHEREAS, the parties desire to modify the Partnership
Agreement to recognize and document the aforesaid conversion of a
portion of general partner interests in the Operating Partnership
and the transfer and assignment by CBL & Associates Properties,
Inc. of its general partner interests to CBL Holdings I, Inc. and
the transfer and assignment by CBL & Associates Properties, Inc. of
its limited partner interests to CBL Holdings II, Inc..
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NOW, THEREFORE, in consideration of the premises and
mutual covenants and agreements contained herein, the Partnership
Agreement is hereby modified as follows:
1. Effective as of the date hereof, a certain portion of
general partner interests in the Operating Partnership owned by CBL
& Associates Properties, Inc. are hereby converted to limited
partner interests as follows:
Pre-Conversion Interest
Name of Partner Interest Following Conversion
CBL & Associates 71.8122% GP 2.8122% GP
Properties, Inc. 69.0000% LP
2. Effective as of the date hereof, the interest of CBL
& Associates Properties, Inc. in the Operating Partnership as the
sole General Partner is hereby deleted and, in its place, CBL
Holdings I, Inc., a Delaware corporation, is hereby inserted as the
sole General Partner of the Operating Partnership, owning a 2.8122%
interest in the Operating Partnership's capital, profits, losses
and income.
3. Effective as of the date hereof, the interest of CBL
& Associates Properties, Inc. in the Operating Partnership as a
Limited Partner is hereby deleted and, in its place, CBL Holdings
II, Inc., a Delaware corporation, is hereby inserted as a Limited
Partner of the Operating Partnership, owning a 69% interest in the
Operating Partnership's capital, profits, losses and income.
4. Paragraph 7.6 of the Partnership Agreement is hereby
amended by adding the terms "and its affiliates, including but not
limited to its parent corporation, CBL & Associates Properties,
Inc." after the term General Partner in the second line thereof.
5. Exhibit "A" to the Partnership Agreement of the
Operating Partnership is hereby deleted in its entirety and the
Partners do hereby agree that the Partners and their respective
partnership interests shall be as shown on the new Exhibit "A"
attached hereto and made a part hereof.
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IN WITNESS WHEREOF, the undersigned Partners, in their
respective capacities as the withdrawing General Partner, the
incoming General Partner, the Withdrawing Limited Partner, the
incoming Limited Partner and the Limited Partners of the Operating
Partnership, being authorized so to do under the Partnership
Agreement, have executed this Modification No. One effective as of
the date referenced above.
WITHDRAWING GENERAL PARTNER:
CBL & ASSOCIATES PROPERTIES, INC.
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Chairman of the Board, President
and Chief Executive Officer
INCOMING GENERAL PARTNER:
CBL HOLDINGS I, INC.
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Chairman of the Board, President
and Chief Executive Officer
WITHDRAWING LIMTED PARTNER:
CBL & ASSOCIATES PROPERTIES, INC.
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Chairman of the Board, President
and Chief Executive Officer
INCOMING LIMITED PARTNER:
CBL HOLDINGS II, INC.
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Chairman of the Board, President
and Chief Executive Officer
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LIMITED PARTNERS:
CBL & ASSOCIATES, INC.
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Chairman of the Board, President
and Chief Executive Officer
CBL EMPLOYEES PARTNERSHIP/XXXXXX
By: CBL & Associates, Inc.,
Managing Partner
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Chairman of the Board, President
and Chief Executive Officer
COLLEGE STATION ASSOCIATES
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Managing Partner
FOOTHILLS PLAZA PARTNERSHIP
By: Mortgage Services, Inc.,
Managing Partner
/s/ Xxxx X. Xxx
By:__________________________________
Xxxx X. Xxx, President
/s/ Xxxx X. Xxx
_____________________________________
Xxxx X. Xxx
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XXXXXX ROAD PARTNERSHIP
By: CBL & Associates, Inc.,
Managing Partner
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Chairman of the Board, President
and Chief Executive Officer
_____________________________________
Xxx X. Xxxxxxxx
_____________________________________
Xxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
_____________________________________
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx - P.O.A.
_____________________________________
Xxxxxx Xxxx Xxxxxxxx
_____________________________________
Xxxxxxx X. Xxxxxxxx
_____________________________________
Xxxxxxx X. Xxxxxxxx
TRUST U/W XXXXX XXXXXXXX F/B/O
XXXXXXX X. XXXXXXXX, ET AL
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Trustee
By:__________________________________
Xxxx X. Xxxxxx,
Trustee
By:__________________________________
Xxxxx Xxxxxxxxx,
Trustee
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TRUST U/W XXXXX XXXXXXXX F/B/O
XXXX X. XXXXXX, ET AL
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Trustee
By:__________________________________
Xxxx X. Xxxxxx,
Trustee
By:__________________________________
Xxxxx Xxxxxxxxx,
Trustee
_____________________________________
Xxxx X. Xxxxxxx
_____________________________________
Xxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
_____________________________________
Xxxxxxxx X. Xxxxxxx
WAREHOUSE PARTNERSHIP
By: CBL & Associates, Inc.,
Managing Partner
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________
Xxxxxxx X. Xxxxxxxx,
Chairman of the Board, President
and Chief Executive Officer
_____________________________________
Xxx Xxxxxx
_____________________________________
Xxxxx X. Xxxxxxx
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EXHIBIT "A"
Percentage Share
of Profits or Other
Name of Partner By Way of Income
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