CBL & ASSOCIATES PROPERTIES INC
EXHIBIT 10.17.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit_10173.txt
<DESCRIPTION>EXHIBIT 10.17.3
<TEXT>
                                                               Exhibit 10.17.3



                                SECOND AMENDMENT
                                       TO
                   SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SECOND  AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made and entered into as of the __21st__ day of September, 2005,
by  and  among  CBL  &  ASSOCIATES  LIMITED  PARTNERSHIP,   a  Delaware  limited
partnership   (hereinafter   referred  to  as  "Borrower"),   CBL  &  ASSOCIATES
PROPERTIES,  INC.,  a  Delaware  corporation  (hereinafter  referred  to as  the
"Parent"),   WELLS  FARGO  BANK,  NATIONAL   ASSOCIATION,   a  national  banking
association,   WACHOVIA  BANK,   NATIONAL   ASSOCIATION,   a  national   banking
association,  U.S. BANK NATIONAL  ASSOCIATION,  a national banking  association,
COMMERZBANK  AG,  NEW  YORK  AND  GRAND  CAYMAN   BRANCHES,   a  German  banking
corporation,  PNC BANK, NATIONAL  ASSOCIATION,  a national banking  association,
SUNTRUST BANK, a Georgia banking corporation,  and KEYBANK NATIONAL ASSOCIATION,
a national  banking  association,  (hereinafter  referred to  individually  as a
"Lender"  and  collectively  as the  "Lenders")  and WELLS FARGO BANK,  NATIONAL
ASSOCIATION,  a national banking association,  as contractual  representative of
the Lenders (in such capacity, the "Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  Borrower,  Parent,  Lenders and Agent  entered  into that certain
Sixth Amended and Restated  Credit  Agreement dated as of February 28, 2003 (the
"Credit Agreement"),  pursuant to which the Lenders agreed to extend to Borrower
a credit facility (the "Credit  Facility") in the aggregate  principal amount of
up to Two Hundred Fifty-Five Million and No/100 Dollars ($255,000,000.00) at any
one time outstanding; and

     WHEREAS,  Borrower,  Parent,  Lenders and Agent  entered  into that certain
First Amendment to Sixth Amended and Restated  Credit  Agreement dated as of May
3, 2004 (the "First  Amendment"),  pursuant to which the  parties  modified  and
amended the Credit  Agreement  to, among other  matters,  increase the aggregate
principal  amount of the Credit  Facility to up to Three  Hundred  Seventy-Three
Million  Dollars  ($373,000,000.00)  at any one  time  outstanding  (the  Credit
Agreement as modified by the First  Amendment being  hereinafter  referred to as
the "Credit Agreement").

     WHEREAS,  Borrower,  Parent, Lenders and Agent desire to further modify and
amend the Credit Agreement, as more particularly set forth hereinbelow.

     NOW THEREFORE, for and in consideration of the premises, for Ten and No/100
Dollars  ($10.00) in hand paid by the parties to each other,  and for other good
and valuable consideration,  the receipt,  adequacy and sufficiency of which are
hereby acknowledged by Borrower,  Parent, Lenders, and Agent, Borrower,  Parent,
Lenders, and Agent do hereby covenant and agree as follows:



                                       1
<PAGE>

          1.   Definitions.  Capitalized  terms used  herein  and not  otherwise
               defined  shall have the  meanings  ascribed  to such terms in the
               Credit Agreement.

          2.   Adjusted  Asset Value.  The  definition  of Adjusted  Asset Value
               contained in the Credit Agreement is hereby amended

               (a)  by deleting the first sentence thereof and inserting in lieu
                    thereof the following sentence:

               "Adjusted  Asset Value" means, as of a given date, the sum of (i)
               EBITDA  attributable to malls, power centers and all other assets
               for the fiscal  quarter most recently ended times (ii) 4; divided
               by (iii) 7.25%."; and

               (b)  by deleting therefrom the final sentence thereof,  which did
                    read:

               "In addition,  in the case of any operating  Property acquired in
               the immediately  preceding period of eighteen  consecutive months
               for a purchase price indicative of a capitalization  rate of less
               than  8.25%,  EBITDA  attributable  to  such  Property  shall  be
               excluded from the determination of Adjusted Asset Value."

               and inserting the following in lieu thereof

               "In addition,  in the case of any operating  Property acquired in
               the  immediately  preceding  period of eighteen (18)  consecutive
               months for a purchase price indicative of a  capitalization  rate
               of less than 7.25%, EBITDA attributable to such Property shall be
               excluded from the  determination of Adjusted Asset Value, if that
               particular  operating  Property is valued in  Parent's  financial
               statements at its purchase price."

          3.   Gross Asset Value.  The definition of Gross Asset Value contained
               in the Credit  Agreement is hereby amended by deleting  therefrom
               paragraph (e)(ii) thereof, which did read:

               "(ii)  any  operating   Property   acquired  in  the  immediately
               preceding  period of eighteen  consecutive  months for a purchase
               price  indicative  of a  capitalization  rate of less than 8.25%;
               provided,  that  if the  Parent  or a  Subsidiary  acquired  such
               Property  together with other Properties or other assets and paid
               an aggregate purchase price for such Properties and other assets,
               then the Parent  shall  allocate  the  portion  of the  aggregate
               purchase  price   attributable  to  such  Property  in  a  manner
               consistent  with  reasonable   accounting   practices;   provided
               further,  in no event shall the aggregate value of such operating
               Property  included in Gross  Asset Value  pursuant to this clause
               (e)(ii) exceed $1,000,000,000.00;"

               and inserting the following in lieu thereof:

               "(ii)  any  operating   Property   acquired  in  the  immediately
               preceding  period of eighteen  consecutive  months for a purchase
               price  indicative  of a  capitalization  rate of less than 7.25%;
               provided,  that  if the  Parent  or a  Subsidiary  acquired  such
               Property  together with other Properties or other assets and paid
               an aggregate purchase price for


                                       2
<PAGE>


               such Properties and other assets,  then the Parent shall allocate
               the portion of the aggregate  purchase price attributable to such
               Property  in  a  manner  consistent  with  reasonable  accounting
               practices;  provided  further,  in no event  shall the  aggregate
               value of such operating  Properties included in Gross Asset Value
               pursuant to this clause (e)(ii) exceed $2,000,000,000.00;"

          4.   Rates.  Section  2.4(a)(ii)  of the Credit  Agreement,  which did
               read:

               "(ii)  during such periods as such  Revolving  Advance is a LIBOR
               Advance,  at LIBOR for such  Revolving  Advance for the  Interest
               Period therefore, plus 1.0%."

               is hereby  deleted,  and the following is hereby inserted in lieu
               thereof:

               "(ii)  during such periods as such  Revolving  Advance is a LIBOR
               Advance,  at LIBOR for such  Revolving  Advance for the  Interest
               Period therefore, plus 0.90%."

          5.   Tax Shelter  Regulations.  The Credit Agreement is hereby amended
               by adding the following as Section 7.1(t) thereof:

               "(t) Tax Shelter Regulations.  Neither Borrower,  the Parent, any
               Guarantor,  any other Loan Party or any non-borrower trustor, nor
               any Subsidiary of any of the foregoing  intends to treat the Loan
               or the transactions  contemplated by this Agreement and the other
               Loan  Documents as being a "reportable  transaction"  (within the
               meaning of Treasury  Regulation Section  1.6011-4).  If Borrower,
               the Parent,  any Guarantor or any other Loan Party  determines to
               take any action  inconsistent with such intention,  Borrower will
               promptly  notify Agent  thereof.  If Borrower so notifies  Agent,
               Borrower  acknowledges  that Agent and each  Lender may treat the
               Loan  as part  of a  transaction  that  is  subject  to  Treasury
               Regulation  Section  301.6112-1,  and Agent and such  Lender will
               maintain the lists and other  records,  including the identity of
               the  applicable  party to the Loan as required  by such  Treasury
               Regulation."


          6.   USA Patriot  Act  Notice.  Compliance.  The Credit  Agreement  is
               hereby  amended by adding the following  Section  13.23  thereto,
               immediately after Section 13.22 thereof:

               "Section  13.23.  USA  Patriot Act  Notice.  Compliance.  The USA
               Patriot Act of 2001  (Public Law 107-56) and federal  regulations
               issued with respect thereto require all financial institutions to
               obtain,  verify and record certain  information  that  identifies
               individuals  or business  entities  which open an "account"  with
               such  financial   institution.   Consequently,   Agent  may  from
               time-to-time  request,  and  Borrower  shall  provide  to  Agent,
               Borrower's,  Parent's,  each  Guarantor's  and  each  other  Loan
               Party's  name,  address,  tax  identification  number and/or such
               other identification  information as shall be necessary for Agent
               and the Lenders to comply with federal law. An "account" for this
               purpose may include,  without limitation, a deposit account, cash
               management  service,  a transaction  or asset  account,  a credit
               account,  a loan or  other  extension  of  credit,  and/or  other
               financial services product."

                                       3
<PAGE>

          7.   Litigation. Borrower warrants and represents that Schedule 7.1(f)
               attached to the Credit  Agreement is true,  accurate and complete
               as of the date hereof.

          8.   Conditions  Precedent.  Subject to the other terms and conditions
               hereof, this Amendment shall not become effective until the Agent
               shall have received each of the following instruments,  documents
               or  agreements,  each in form and substance  satisfactory  to the
               Agent:

               (a)  counterparts  of this  Amendment duly executed and delivered
                    by Borrower, Parent, Agent and each of the Lenders;

               (b)  Acknowledgements  and  Consents  executed  by the Parent and
                    each Guarantor  (collectively,  the  "Guarantor  Consents"),
                    consenting   to  this   Amendment   and   the   transactions
                    contemplated hereby;

               (c)  a certificate of the Secretary of CBL Holdings I, Inc. dated
                    as of the date hereof certifying (i) that the Certificate of
                    Incorporation  and By-laws of CBL Holdings I, Inc.  have not
                    been modified since May 3, 2004;  (ii) that the  Partnership
                    Agreement and Certificate of Limited Partnership of Borrower
                    have  not  been  modified  since  May 3,  2004;  (iii)  that
                    attached  thereto is a true and complete copy of Resolutions
                    adopted by the Board of  Directors  of CBL Holdings I, Inc.,
                    authorizing the execution and delivery on behalf of Borrower
                    of this  Amendment and the other  instruments,  documents or
                    agreements  executed  and  delivered  by  or  on  behalf  of
                    Borrower  in  connection  herewith  (all  such  instruments,
                    documents or agreements executed and delivered in connection
                    herewith by or on behalf of CBL Holdings I, Inc. or Borrower
                    are  hereinafter  collectively  referred to as the "Borrower
                    Amendment  Documents");  and (iv) as to the  incumbency  and
                    genuineness  of  the  signatures  of  the  officers  of  CBL
                    Holdings I, Inc. executing the Borrower Amendment  Documents
                    to which CBL Holdings I, Inc. or Borrower is a party;

               (d)  a certificate of the Secretary of CBL Holdings I, Inc. dated
                    as of the date hereof  certifying  (i) that the  Partnership
                    Agreements, Certificates of Limited Partnership, Articles of
                    Incorporation,  Articles of  Organization,  Bylaws and other
                    organizational   documents  of  each  Loan  Party  owning  a
                    Collateral  Property  have not been  modified  since  May 3,
                    2004; (ii) that attached thereto is a true and complete copy
                    of  Resolutions  adopted  by the Board of  Directors  of CBL
                    Holdings I, Inc.,  authorizing the execution and delivery on
                    behalf of each Loan Party owning a Collateral Property,  the
                    Guarantor Consents and the other  instruments,  documents or
                    agreements  executed  and  delivered by or on behalf of such
                    Loan Parties in connection  herewith (all such  instruments,
                    documents or agreements executed and delivered in connection
                    herewith by or on behalf of CBL Holdings I, Inc. or any Loan
                    Party are hereinafter  collectively referred to as the "Loan
                    Party Amendment Documents");  and (iii) as to the incumbency
                    and  genuineness  of the  signatures  of the officers of CBL
                    Holdings  I,  Inc.   executing  the  Loan  Party   Amendment
                    Documents to which any Loan Party is a party;

                                       4
<PAGE>

               (e)  a   certificate   of  the  Secretary  of  CBL  &  Associates
                    Properties,  Inc. dated as of the date hereof certifying (i)
                    that the Certificate of  Incorporation  and By-laws of CBL &
                    Associates Properties, Inc. have not been modified since May
                    3, 2004;  (ii) that attached  thereto is a true and complete
                    copy of Resolutions adopted by the Board of Directors of CBL
                    & Associates Properties, Inc., authorizing the execution and
                    delivery on behalf of CBL & Associates  Properties,  Inc. of
                    this  Amendment  and the  other  instruments,  documents  or
                    agreements  executed  and  delivered  by  CBL  &  Associates
                    Properties,   Inc.   in   connection   herewith   (all  such
                    instruments,  documents or agreements executed and delivered
                    in  connection  herewith by or on behalf of CBL  Holdings I,
                    Inc.,   Borrower  or  any   Subpartnership  are  hereinafter
                    collectively   referred  to  as  the  "Properties  Amendment
                    Documents");  and (iii) as to the incumbency and genuineness
                    of the  signatures  of  the  officers  of  CBL &  Associates
                    Properties,   Inc.   executing  the   Properties   Amendment
                    Documents  to which CBL & Associates  Properties,  Inc. is a
                    party;

               (f)  the opinions of Borrower's  in-house  counsel,  addressed to
                    Agent and each Lender and satisfactory in form and substance
                    to Agent,  covering such matters relating to the transaction
                    contemplated  by this  Amendment  as  Agent  may  reasonably
                    request; and

               (g)  payment to Agent,  for the benefit of  Lenders,  of all loan
                    fees due in connection with this Amendment.

                    Upon fulfillment of the foregoing conditions precedent, this
                    Amendment shall become effective as of the date hereof.

          9.   Representations  and  Warranties;  No  Default.  Borrower  hereby
               represents and warrants to the Agent and the Lenders that:

               (a)  all of Borrower's  representations and warranties  contained
                    in the Credit  Agreement  and the other Loan  Documents  are
                    true  and  correct  on  and  as of the  date  of  Borrower's
                    execution of this Amendment;

               (b)  no  Default  or  Event  of  Default  has   occurred  and  is
                    continuing as of such date under any Loan Document;

               (c)  Borrower  and Parent have the power and  authority  to enter
                    into this  Amendment  and to perform all of its  obligations
                    hereunder;

               (d)  the execution, delivery and performance of this Amendment by
                    Borrower  and  Parent  have  been  duly  authorized  by  all
                    necessary corporate, partnership or other action;

               (e)  the execution and delivery of this Amendment and performance
                    thereof by Borrower and Parent does not and will not violate
                    the Partnership Agreements or other organizational documents
                    of Borrower or Parent or the  Certificate of  Incorporation,
                    By-laws or other organizational documents of CBL Holdings I,
                    Inc. and does not and will not violate or conflict  with any
                    law,  order,  writ,  injunction,  or  decree  of any  court,


                                       5
<PAGE>

                    administrative   agency  or  other  governmental   authority
                    applicable  to Borrower,  Parent,  CBL Holdings I, Inc.,  or
                    their respective properties; and

               (f)  this  Amendment,  the  Guarantor  Consents,  and  all  other
                    documents executed in connection herewith, constitute legal,
                    valid and binding  obligations  of the parties  thereto,  in
                    accordance  with the respective  terms  thereof,  subject to
                    bankruptcy,   insolvency   and   similar   laws  of  general
                    application  affecting  the rights and remedies of creditors
                    and,  with  respect to the  availability  of the remedies of
                    specific enforcement, subject to the discretion of the court
                    before which any proceeding therefor may be brought.

          10.  Expenses.  Borrower agrees to pay, immediately upon demand by the
               Agent, all reasonable costs, expenses, fees and other charges and
               expenses  actually  incurred by the Agent in connection  with the
               negotiation,   preparation,   execution   and  delivery  of  this
               Amendment,  the  Borrower  Amendment  Documents,  the Loan  Party
               Amendment Documents, and the Properties Amendment Documents.

          11.  Defaults Hereunder. The breach of any representation, warranty or
               covenant   contained  herein  or  in  any  document  executed  in
               connection herewith, or the failure to observe or comply with any
               term or agreement  contained herein shall constitute a Default or
               Event of  Default  under the  Credit  Agreement  (subject  to any
               applicable cure period set forth in the Credit Agreement) and the
               Agent and the Lenders  shall be  entitled to exercise  all rights
               and remedies they may have under the Credit Agreement,  any other
               documents executed in connection therewith and applicable law.

          12.  References.  All references in the Credit  Agreement and the Loan
               Documents to the Credit Agreement shall hereafter be deemed to be
               references to the Credit  Agreement as amended  hereby and as the
               same may hereafter be amended from time to time.

          13.  Limitation of Agreement.  Except as especially  set forth herein,
               this Amendment shall not be deemed to waive,  amend or modify any
               term or  condition  of the  Credit  Agreement,  each of  which is
               hereby  ratified  and  reaffirmed  and which shall remain in full
               force  and  effect,  nor to  serve  as a  consent  to any  matter
               prohibited by the terms and conditions thereof.

          14.  Counterparts.  To  facilitate  execution,  this  Amendment may be
               executed  in  as  many  counterparts  as  may  be  convenient  or
               required.  It shall not be necessary that the signature of, or on
               behalf of,  each  party,  or that the  signature  of all  persons
               required  to bind any  party,  appear  on each  counterpart.  All
               counterparts shall collectively  constitute a single document. It
               shall  not be  necessary  in  making  proof of this  document  to
               produce or account for more than a single counterpart  containing
               the  respective  signatures  of,  or on  behalf  of,  each of the
               parties  hereto.  Any signature  page to any  counterpart  may be
               detached from such counterpart without impairing the legal effect
               of the  signature  thereon  and  thereafter  attached  to another
               counterpart  identical  thereto having  attached to it additional
               signature pages.

          15.  Further  Assurances.  Borrower agrees to take such further action
               as  the  Agent  or  the  Lenders  shall  reasonably   request  in
               connection  herewith to evidence the amendments  herein contained
               to the Credit Agreement.

                                       6
<PAGE>

          16.  Successors and Assigns.  This Amendment shall be binding upon and
               inure to the benefit of the successors  and permitted  assigns of
               the parties hereto.

          17.  Governing Law. This Amendment shall be governed by, and construed
               in  accordance  with,  the laws of the State of Georgia,  without
               regard to principles of conflicts of law.





                      [Signatures Begin on Following Page]

                                       7
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Sixth Amended and Restated Credit  Agreement to be executed by their  authorized
officers all as of the day and year first above written.

                    BORROWER:

                    CBL & ASSOCIATES LIMITED PARTNERSHIP

                    By: CBL Holdings I, Inc., its sole general partner


                         By:  /s/ John N. Foy
                             ----------------------------------------
                              Name:  John N. Foy
                                    ---------------------------------
                              Title:  Vice Chairman and Chief Financial Officer
                                    -------------------------------------------


                    PARENT:

                    CBL & ASSOCIATES PROPERTIES, INC., solely for the
                    limited purposes set forth in Section 13.20 of the Credit
                    Agreement.


                         By:  /s/ John N. Foy
                             ----------------------------------------
                              Name:  John N. Foy
                                    ---------------------------------
                              Title:  Vice Chairman and Chief Financial Officer
                                    -------------------------------------------












                    [Signatures Continued on Following Page]


                                       8
<PAGE>

            [Signature Page to Second Amendment to Sixth Amended and
                           Restated Credit Agreement]


                       WELLS FARGO BANK, NATIONAL ASSOCIATION, as
                       Agent and as a Lender


                       By:  /s/ James A. Phelps
                           ---------------------------------------------
                            Name:  James A. Phelps
                                  --------------------------------------
                            Title:  Vice President
                                  --------------------------------------




















                    [Signatures Continued on Following Page]


                                       9
<PAGE>


              [Signature Page to Second Amendment to Sixth Amended
                         and Restated Credit Agreement]



                           U.S. BANK NATIONAL ASSOCIATION


                           By:  /s/ Michael Raarup
                               -----------------------------------------
                                Name: Michael Raarup
                                     -----------------------------------
                                Title:  Senior Vice President
                                      ----------------------------------




















                    [Signatures Continued on Following Page]


                                       10
<PAGE>


              [Signature Page to Second Amendment to Sixth Amended
                         and Restated Credit Agreement]



                       COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


                       By:  /s/ Ralph C. Marra, Jr.
                          ----------------------------------------------
                            Name:  Ralph C. Marra, Jr.
                                 ---------------------------------------
                            Title:  Vice President
                                   -------------------------------------



                       By:  /s/ James Brett
                           --------------------------------------------
                             Name: James Brett
                                   ------------------------------------
                             Title: Assistnat Treasurer
                                    -----------------------------------













                    [Signatures Continued on Following Page]



                                       11
<PAGE>

              [Signature Page to Second Amendment to Sixth Amended
                         and Restated Credit Agreement]



                        WACHOVIA BANK, NATIONAL ASSOCIATION


                        By: /s/ Cynthia A. Bean
                           ----------------------------------------------
                             Name:  Cynthia A. Bean
                                  ---------------------------------------
                             Title:  Vice President
                                   --------------------------------------



















                    [Signatures Continued on Following Page]



                                       12
<PAGE>

              [Signature Page to Second Amendment to Sixth Amended
                         and Restated Credit Agreement]



                          KEYBANK NATIONAL ASSOCIATION


                          By: /s/ Michael P. Szuba
                             ----------------------------------------------
                               Name:  Michael P. Szuba
                                     --------------------------------------
                               Title: Vice President
                                     --------------------------------------




















                    [Signatures Continued on Following Page]


                                       13
<PAGE>


              [Signature Page to Second Amendment to Sixth Amended
                         and Restated Credit Agreement]



                         PNC BANK, NATIONAL ASSOCIATION


                         By: /s/ Andrew T. White
                            ----------------------------------------------
                              Name: Andrew T. White
                                   ---------------------------------------
                              Title:  Vice President
                                    --------------------------------------


















                    [Signatures Continued on Following Page]


                                       14
<PAGE>

              [Signature Page to Second Amendment to Sixth Amended
                         and Restated Credit Agreement]



                        SUNTRUST BANK, a Georgia Banking Corporation


                        By:  /s/ W. John Wendler
                            -------------------------------------------
                             Name: W. John Wendler
                                   ------------------------------------
                             Title: Senior Vice President
                                   ------------------------------------



                               [End of Signatures]


                                       15
<PAGE>
</TEXT>
</DOCUMENT>
