Exhibit 10.15.3
AMENDMENT TO VOTING AND STANDSTILL AGREEMENT
THIS
AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (the "Amendment") is
made
to be effective
as of the 1st day of January, 2006, by and among CBL &
Associates Properties,
Inc., a Delaware Corporation (the "REIT"); CBL &
Associates Limited
Partnership, a
Delaware limited partnership (the "Operating
Partnership", the
Operating Partnership and the REIT are referred to herein
collectively as
"CBL"); the CBL
Principals (Charles B.
Lebovitz, Stephen D.
Lebovitz, John N. Foy,
and CBL & Associates, Inc.); Jacobs Realty Investors
Limited Partnership, a
Delaware limited partnership ("JRI"); Richard E. Jacobs,
solely as Trustee for the Richard E. Jacobs Revocable Living Trust ("REJ'");
Richard E. Jacobs,
solely as Trustee
for the David H.
Jacobs Marital Trust
("DHJ" and together
with REJ, the "Jacobs Trusts"); and Martin J. Cleary
("Cleary").
W I T N E S S E T H:
-------------------
WHEREAS, the
parties entered into that certain Voting and Standstill
Agreement with an
effective date of September 25, 2000 ("Agreement"), for the
purpose of regulating certain relationships between the
parties;
WHEREAS, the parties
have agreed that Cleary shall no longer be a party to
the Agreement; and
WHEREAS, the parties,
among other things, desire to amend the Agreement to
remove Cleary as a party to the Agreement, and to confirm that Cleary no
longer
has any rights or obligations with respect to the Agreement.
NOW,
THEREFORE, in
consideration of the terms and conditions contained in
this Amendment,
the mutual covenants herein contained and other good and
valuable
consideration, the
mutual receipt and legal sufficiency of which are
hereby acknowledged, parties hereby agree as follows:
1.
Except to the extent modified by this Amendment, the Agreement remains
in full force and effect according to its terms.
2.
Subject to the terms hereof, Cleary is hereby released and
removed as a
party to the Agreement.
3.
In
