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CBL > SEC Filings for CBL > Form 8-K on 30-Sep-2009All Recent SEC Filings

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Form 8-K for CBL & ASSOCIATES PROPERTIES INC


30-Sep-2009

Entry into a Material Definitive Agreement, Creation of a Direct


Item 1.01 Entry into a Material Definitive Agreement

The information set forth under Item 2.03, "Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant" is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On September 28, 2009, CBL & Associates Properties, Inc. (the "Company") announced that its operating partnership, CBL & Associates Limited Partnership (the "Operating Partnership"), extended and modified its $525.0 million secured credit facility, of which Wells Fargo Bank NA serves as administrative agent for the lender group. The facility's maturity date was extended from February 26, 2010 to February 26, 2012, with an option to extend the maturity date for one additional year to February 26, 2013 (subject to continued compliance with the terms of the facility). The interest rate on the facility was modified to bear interest at an annual rate equal to the one-month, three-month, or six-month London Interbank Offered Rate ("LIBOR") (at the Operating Partnership's option) plus 325 to 425 basis points, with LIBOR subject to a minimum of 1.50% for periods commencing on or after January 1, 2010. The Operating Partnership paid aggregate fees of approximately $7.3 million in connection with the extension and modification of the credit facility and is required to pay an annual fee of 35 basis points, to be paid quarterly, based upon any unused commitment. The Operating Partnership must pay a one-time extension fee of 35 basis points should it exercise its option to extend the maturity date to February 26, 2013.

The agreement to the credit facility contains, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios and minimum net worth requirements. The agreement to the credit facility contains default provisions customary for transactions of this nature (with applicable customary grace periods), and also contains cross-default provisions in the event (i) there is a default in the payment of any indebtedness owed by the Operating Partnership to any institution which is a part of the lender group for the credit facility, or (ii) there is a non-payment default with respect to any indebtedness owed by the Operating Partnership to any institution which is a part of the lender group for the credit facility and such lender accelerates the payment of the indebtedness owed to it as a result of such default. The credit facility agreement provides that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under this credit facility and those facilities with which this agreement references cross-default provisions may be accelerated and the lenders' commitments may be terminated.

The agreement to the credit facility and the Company's press release regarding its execution are attached as Exhibits hereto.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

Exhibit
Number Description

10.26 Seventh Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated September 28, 2009

99.1 Press Release - CBL Closes Extension and Modification of Full $525 Million Secured Facility


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