REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of November 1, 2021 by and among CBL & Associates Properties, Inc., a Delaware corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto.
LIMITED LIABILITY COMPANY AGREEMENT OF CBL EL PASO MEMBER, LLCLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Delaware
This Limited Liability Company Agreement is made and entered into as of the 22nd day of November, 2011, by CBL & Associates Limited Partnership, a Delaware limited partnership (herein referred to as the “Member”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2017 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
LIMITED LIABILITY COMPANY AGREEMENT OF CBL & ASSOCIATES HOLDCO II, LLCLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF CBL & ASSOCIATES HOLDCO II, LLC, a Delaware limited liability company (the “Company”) is made and shall be effective as of Effective Date, by CBL & Associates Limited Partnership, a Delaware limited partnership (herein referred to as the “Member”).
CBL & ASSOCIATES LIMITED PARTNERSHIPCBL & Associates Limited Partnership • November 26th, 2013 • Real estate investment trusts • New York
INDENTURE, dated as of November 26, 2013 (the “Indenture”), among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), having its principal executive office located at 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000; CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (the “Limited Guarantor”), having its principal executive office located at 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000; and U.S. Bank National Association, as trustee, registrar, paying agent and transfer agent (the “Trustee,” “Registrar,” “Paying Agent,” and “Transfer Agent,” respectively).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Mississippi
THIS LIMITED LIABILITY COMPANY AGREEMENT OF CBL-D’IBERVILLE MEMBER, LLC is made, adopted and entered into, and shall be effective as of the 25th day of April, 2008, by and between CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (“CBL OP”), and CBL & ASSOCIATES MANAGEMENT, INC., a Delaware corporation (“CBL Management”).
CBL & ASSOCIATES HOLDCO II, LLC as Company, CBL & ASSOCIATES PROPERTIES, INC., as REIT, THE GUARANTORS PARTY HERETO, as Guarantors, AND WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee and Collateral Agent INDENTURE DATED AS OF NOVEMBER 1, 2021 10%...Indenture • November 2nd, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
INDENTURE, dated as of November 1, 2021, between CBL & ASSOCIATES HOLDCO II, LLC, a Delaware limited liability company (together with its successors and assigns under this Indenture, the “Company”), having its principal office at 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000, the GUARANTORS party hereto from time to time, CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (together with its successors and assigns under this Indenture, the “REIT”), having its principal executive office located at 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000, and WILMINGTON SAVINGS FUND SOCIETY, FSB (together with its successors and assigns under this Indenture, the “Trustee”), as Trustee, and WILMINGTON SAVINGS FUND SOCIETY, FSB (together with its successors and assigns under this Indenture, the “Collateral Agent”), as Collateral Agent.
LIMITED LIABILITY COMPANY AGREEMENT OF CBL EL PASO OUTPARCEL MEMBER, LLCLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Texas
This Limited Liability Company Agreement is made and entered into as of the 29th day of February, 2012, by CBL & Associates Management, Inc., a Delaware limited partnership (herein referred to as the “Member”).
LIMITED LIABILITY COMPANY AGREEMENT OF OAK PARK HOLDING I. LLCLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Kansas
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”’) is made and entered into as of the 16th day of November, 2005 by and between CBL & Associates Management, Inc., a Delaware corporation (“CBL Management”) and CBL & Associates Limited Partnership, a Delaware Limited Partnership (the “UpREIT”; together with CBL Management collectively herein referred to as the “Members” and each is sometimes separately referred to as a “Member”),
OPERATING AGREEMENT OF ALAMANCE CROSSING, LLCOperating Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • North Carolina
THIS OPERATING AGREEMENT is made and entered into as of the 9th day of June, 2005, by CBL & Associates Limited Partnership, a Delaware limited partnership (herein referred to as the “Member”).
LIMITED LIABILITY COMPANY AGREEMENT OF CBL BI DEVELOPMENTS II MEMBER, LLCLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Tennessee
This Limited Liability Company Agreement is made and entered into as of the 29th day of April, 2020, by CBL & Associates Management, Inc., a Delaware corporation (herein referred to as the “Member”).
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Tennessee
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [●] by and between [●] (“Executive”) and CBL & Associates Management, Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), as of [•], 2021 (the “Amendment Date”). Executive is employed by CBL & Associates Management, Inc., which is an affiliate of CBL & Associates Properties, Inc., a Delaware corporation (“CBL/REIT”), and, as such, references herein to, the “Company”, where the context requires, will include the CBL/REIT.
FORM OF NOTECBL & Associates Limited Partnership • September 1st, 2017 • Real estate investment trusts • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR CEDE & CO., AS NOMINEE OF THE DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.
SECOND AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • July 23rd, 2020 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”), dated as of July 22, 2020, by and among CBL & Associates Limited Partnership, a Delaware limited partnership (the “Issuer”), each of the undersigned subsidiary guarantors (the “Subsidiary Guarantors”), CBL & Associates Properties, Inc., a Delaware corporation (the “Limited Guarantor” and, together with the Subsidiary Guarantors, the “Guarantors” and, together with the Issuer, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary funds, accounts, or other entities for the holders or beneficial owners of the 2023 Notes (as defined below) (collectively, the “Holders”).
OPERATING AGREEMENTOperating Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • South Carolina
THIS OPERATING AGREEMENT is made and entered into to be effective as of the 22nd day of March, 2002, by CBL & ASSOCIATES MANAGEMENT, INC., a Delaware corporation and the sole Member of CBL/MSC II. LLC (herein referred lo as a “Member”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL/PARKDALE CROSSING, L.P.CBL & Associates Limited Partnership • May 27th, 2021 • Real estate investment trusts • Texas
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of CBL/PARKDALE CROSSING, L.P., (the “Partnership”) is made and entered into as of the 31st day of October 2020, by and between CBL/Parkdale Crossing GP, LLC, a Delaware limited liability company (the “General Partner”) and Parkdale Crossing Limited Partnership, a Texas limited partnership (the “Limited Partner”).
Exhibit O Collateral Agency and Intercreditor AgreementCollateral Agency and Intercreditor Agreement • July 23rd, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of [________], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among CBL & ASSOCIATES HOLDCO II, LLC, a Delaware limited liability company (together with its successors and assigns under the Indentures (as herein defined), the “Company”), the SUBSIDIARIES OF THE COMPANY from time to time party hereto (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), [WILMINGTON SAVINGS FUND SOCIETY, FSB], as the trustee under Senior Note Indenture (as herein defined) (in such capacity, the “Senior Note Trustee”), [WILMINGTON SAVINGS FUND SOCIETY, FSB], as trustee and exchange agent under the Exchangeable Note Indenture (as herein defined)(in such capacity, the “Exchangeable Note Trustee” and, together with the Senior Note Trustee, the “Trustees” and each a “Trustee”), and [WILMINGTON SAVINGS FUND SOCIETY, FSB], in its capacity as Collateral Agent
FORM – CHARLES B. LEBOVITZ AMENDED AND RESTATED RETENTION BONUS AGREEMENTRetention Bonus Agreement • November 2nd, 2020 • CBL & Associates Limited Partnership • Real estate investment trusts • Tennessee
THIS AMENDED AND RESTATED RETENTION BONUS AGREEMENT (the “Agreement”) is entered into this 29th day of October, 2020 (the “Effective Date”), by and between CHARLES B. LEBOVITZ (“Executive”) and CBL & ASSOCIATES MANAGEMENT, INC., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”). Executive is employed by CBL & Associates Management, Inc. which is an affiliate of CBL & Associates Properties, Inc., a Delaware corporation (“CBL/REIT”), and, as such, references herein to the “Company”, where the context requires, will include the CBL/REIT.
20[ ] PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • February 14th, 2020 • CBL & Associates Limited Partnership • Real estate investment trusts • Delaware
This 20[ ] Performance Stock Unit Award Agreement (the “Agreement”) is made as of the [ ]th day of [ ], 20[ ] (the “Award Date”), by and between CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (the “Company”), and __________________ (the “Employee”).
LIMITED LIABILITY COMPANY AGREEMENT OF CBL/PENN INVESTMENTS, LLCLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Delaware
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP ___________________ Dated as of: November 1, 2021 ___________________CBL & Associates Limited Partnership • November 2nd, 2021 • Real estate investment trusts • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF CBL/YORK TOWN CENTER GP, LLC a Delaware limited liability companyLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into to be effective as of the 6th day of December, 2004, by CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership and the sole Member of CBL/York Town Center GP, LLC (herein referred to as a “Member”),
SUBSIDIARY GUARANTEE AGREEMENTSubsidiary Guarantee Agreement • February 5th, 2019 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
THIS SUBSIDIARY GUARANTEE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of January 30, 2019 by and among each of the Subsidiaries of CBL & Associates Limited Partnership (the “Issuer”) listed on the signature pages hereto (collectively, the “Initial Guarantors” and each an “Initial Guarantor”) and those additional Subsidiaries of the Issuer which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of the Trustee and each holder (collectively, the “Holders” and each a “Holder”) from time to time of the Notes (as defined below). Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Indenture.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CROSS CREEK MALL, LLCLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • North Carolina
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 23rd day of October, 2003, by HENDERSON SQUARE LIMITED PARTNERSHIP, a North Carolina limited partnership (herein referred to as the “Member”).
FORM - CHARLES B. LEBOVITZ SECOND AMENDED AND RESTATED RETENTION BONUS AGREEMENTRetention Bonus Agreement • May 26th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Tennessee
THIS SECOND AMENDED AND RESTATED RETENTION BONUS AGREEMENT (the “Agreement”) is entered into this 21st day of May, 2021, by and between CHARLES B. LEBOVITZ (“Executive”) and CBL & ASSOCIATES MANAGEMENT, INC., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”). Executive is employed by CBL & Associates Management, Inc., which is an affiliate of CBL & Associates Properties, Inc., a Delaware corporation (“CBL/REIT”), and, as such, references herein to the “Company”, where the context requires, will include the CBL/REIT.
THIRD MODIFICATION TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 9th, 2015 • CBL & Associates Limited Partnership • Real estate investment trusts • Tennessee
THIS THIRD MODIFICATION TO AMENDED AND RESTATED LOAN AGREEMENT (the "Modification Agreement") is made and entered into as of October 20, 2015 by and among FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association with an office in Chattanooga, Tennessee, as Administrative Agent (“Agent”), and Lender, and the other Lenders party hereto (all of the Lenders are collectively referred to herein as the "Lenders"), and CBL & ASSOCIATES LIMITED PARTNERSHIP, as the Borrower, CBL & ASSOCIATES PROPERTIES, INC., as the Parent, the latter solely for the limited purposes set forth in Section 13.22 of the Amended and Restated Loan Agreement dated February 22, 2013, among the Borrower, the Parent, the Agent and the Lenders, as amended on December 16, 2013 and on January 16, 2015, and as it may be further amended from time to time (collectively, the "Loan Agreement").
OPERATING AGREEMENT OF SOUTHPARK MALL, LLCOperating Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Virginia
THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 5th day of September, 2003, by SEACOAST SHOPPING CENTER LIMITED PARTNERSHIP, a New Hampshire limited partnership (herein referred to as the “Member”).
LIMITED GUARANTEELimited Guarantee • November 26th, 2013 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
This limited guarantee (this “Limited Guarantee”) dated November 26, 2013, is entered into by CBL & Associates Properties, Inc., a Delaware corporation (the “Limited Guarantor”), 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000.
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") is made and entered into to be effective as of the 5th day of December, 2000, by CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (herein referred to as the "Member").
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PARKDALE MALL. LLCLimited Liability Company Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Texas
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 29th day of June, 2007, by and between CBL/Parkdale Mall GP, LLC, a Delaware limited liability company (“Parkdale GP”) and Parkdale Mall Associates, LP, a Texas limited partnership (“Associates”; Associates and Parkdale GP are sometimes individually referred to herein as a “Member” and collectively as “Members”).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 2nd, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Delaware
THIS DIRECTOR INDEMNIFICATION AGREEMENT is between CBL & Associates Properties, Inc. and CBL & Associates Management, Inc., each a Delaware corporation (collectively, the "Company"), and _________________, a director of the Company (the "Indemnitee"), and is dated as of November 1, 2021.
ContractRestructuring Support Agreement • August 19th, 2020 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. Nothing contained in thIS RESTRUCTURING SUPPORT AGREEMENT shall be an admission of fact or liability OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.
FORBEARANCE AGREEMENTForbearance Agreement • July 1st, 2020 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
FORBEARANCE AGREEMENT, dated as of June 30, 2020 (this “Agreement”), by and among CBL & Associates Limited Partnership, a Delaware limited partnership (the “Issuer”), each of the undersigned subsidiary guarantors (the “Subsidiary Guarantors”), CBL & Associates Properties, Inc., a Delaware corporation (the “Limited Guarantor” and, together with the Subsidiary Guarantors, the “Guarantors” and, together with the Issuer, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary funds, accounts, or other entities for the holders or beneficial owners of the 2023 Notes (as defined below) (collectively, the “Holders”).
SECOND SUPPLEMENTAL INDENTURE Dated as of December 13, 2016 to INDENTURE Dated as of November 26, 2013, As supplemented by the FIRST SUPPLEMENTAL INDENTURE Dated as of November 26, 2013 Among CBL & Associates Limited Partnership, as Issuer CBL &...Indenture • December 13th, 2016 • CBL & Associates Limited Partnership • Real estate investment trusts • New York
This Second Supplemental Indenture, dated as of December 13, 2016 (this “Second Supplemental Indenture”), among CBL & Associates Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), CBL & Associates Properties, Inc., a Delaware corporation, as limited guarantor (the “Limited Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”), supplements that certain Indenture, dated as of November 26, 2013, among the Operating Partnership, the Limited Guarantor and the Trustee (the “Original Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 26, 2013 (the “First Supplemental Indenture”). The Original Indenture, as supplemented by the First Supplemental Indenture and as further supplemented by this Second Supplemental Indenture, are referred to herein, collectively, as the “Indenture”.
THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF LEXINGTON JOINT VENTURE an Ohio General PartnershipPartnership Agreement • May 27th, 2021 • CBL & Associates Limited Partnership • Real estate investment trusts • Ohio
