N
100.0%
Development
West Towne Crossing
100.0%
West Towne Restaurant District
Development
Westgate Crossing
70.9%
131
SCHEDULE 7.1.(h)
Material Contracts
None.
132
SCHEDULE 7.1.(i)
Material Litigation
None.
133
SCHEDULE 7.1.(r)
Affiliate Transactions
None.
134
SCHEDULE 8.14(C)
Parent Guaranties
•
Guaranty Agreement dated December 30, 2011, by CBL & Associates Properties, Inc.
and CBL & Associates Limited Partnership, in favor of Wells Fargo Bank National
Association, as Trustee and Administrative Agent for the Bondholders under
Mississippi Business Finance Corporation Revenue Refunding Bonds, Series 2011A
and Series 2011B, in the cumulative amount of $58,000,000.00.
135
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of ____________, 20__
(the "Agreement") by and among _____________________________________ (the
"Assignor"),
_______________________________ (the "Assignee"), CBL & ASSOCIATES LIMITED
PARTNERSHIP (the "Borrower"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as
Administrative Agent (the "Administrative Agent").
WHEREAS, the Assignor is a Lender under that certain Amended and Restated Loan
Agreement dated as of February22, 2013 (as amended, restated, supplemented or
otherwise modified from time to time, the "Loan Agreement"), by and among the
Borrower, the financial institutions party thereto and their assignees under
Section 13.6. thereof, the Administrative Agent, and the other parties thereto;
WHEREAS, the Assignor desires to assign to the Assignee all or a portion of the
Assignor's Revolving Commitment under the Loan Agreement, all on the terms and
conditions set forth herein; and
WHEREAS, the [Borrower, the] Issuing Bank and the Administrative Agent consents
to such assignment on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged by the parties hereto, the parties hereto
hereby agree as follows:
Section 1. Assignment.
(a) Subject to the terms and conditions of this Agreement and in consideration
of the payment to be made by the Assignee to the Assignor pursuant to Section 2
of this Agreement, effective as of ____________________, 20__ (the "Assignment
Date") the Assignor hereby irrevocably sells, transfers and assigns to the
Assignee, without recourse, a $__________ interest (such interest being the
"Assigned Commitment") in and to the Assignor's Revolving Commitment, and all of
the other rights and obligations of the Assignor under the Loan Agreement, such
Assignor's Revolving Note, and the other Loan Documents representing ____% in
respect of the aggregate amount of all Lenders' Revolving Commitments, including
without limitation, a principal amount of outstanding Revolving Loans equal to
$________________, all voting rights of the Assignor associated with the
Assigned Commitment all rights to receive interest on such amount of Loans and
all Fees with respect to the Assigned Commitment and other rights of the
Assignor under the Loan Agreement and the other Loan Documents with respect to
the Assigned Commitment, all as if the Assignee were an original Lender under
and signatory to the Loan Agreement having a Revolving Commitment equal to the
amount of the Assigned Commitment. The Assignee, subject to the terms and
conditions hereof, hereby assumes all obligations of