CBL & ASSOCIATES PROPERTIES INC (Form: 8-K, Received: 07/30/2020 06:12:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 29, 2020

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)



Delaware	1-12494	62-1545718
Delaware	333-182515-01	62-1542285
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000

(Address of principal executive office, including zip code)

423-855-0001

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:



Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CBL	New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value	CBLprD	New York Stock Exchange
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value	CBLprE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 Entry into a Material Definitive Agreement

As previously reported, on June 30, 2020, CBL & Associates Limited Partnership (the “Operating Partnership”), the majority owned subsidiary of CBL & Associates Properties, Inc. (the “REIT”) (collectively, the Operating Partnership and the REIT are referred to as the “Company”), and certain subsidiary guarantors (the “Subsidiary Guarantors”) entered into a Forbearance Agreement with Wells Fargo Bank, National Association, as administrative agent (the “Agent”) for the lenders (the “Lenders”) party to the Credit Agreement, dated as of January 30, 2019 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), as amended by the First Amendment to the Bank Forbearance Agreement, dated July 15, 2020 and the Second Amendment to the Bank Forbearance Agreement, dated July 22, 2020 (the “Bank Forbearance Agreement”), pursuant to which among other provisions, the Agent, on behalf of itself and the Lenders, agreed to forbear from exercising any rights and remedies under the Credit Agreement solely with respect to the Specified Defaults (as defined in the Bank Forbearance Agreement), including the cross-default resulting from the failure to pay the 2023 Notes Interest Payment or the 2026 Notes Interest Payment (as defined herein).

On July 29, 2020, the Operating Partnership, Subsidiary Guarantors and the REIT entered into an amendment (the “Third Amendment to the Bank Forbearance Agreement”) to the Bank Forbearance Agreement to further extend the forbearance period to 11:59 PM EST on August 5, 2020.

The foregoing description of the Third Amendment to the Bank Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

ITEM 7.01 Regulation FD Disclosure

As previously reported, on June 30, 2020, the Operating Partnership, Subsidiary Guarantors and the REIT entered into a Forbearance Agreement with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders of beneficial owners (the “2023 Holders”) of in excess of 50% of the aggregate principal amount of the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the “2023 Notes”), as amended by the First Amendment to the 2023 Notes Forbearance Agreement, dated July 15, 2020 and the Second Amendment to the 2023 Notes Forbearance Agreement, dated July 22, 2020 (the “2023 Notes Forbearance Agreement”), pursuant to which among other provisions, the 2023 Holders agreed to forbear from exercising any rights and remedies under the indenture governing the 2023 Notes solely with respect to any default resulting from the nonpayment of the $11.8 million interest payment that was due and payable on June 1, 2020 (the “2023 Notes Interest Payment”), including the failure to make such payment by the end of the 30-day grace period.

As previously reported, on July 15, 2020, the Operating Partnership, the Subsidiary Guarantors and the REIT, as a limited guarantor entered into a Forbearance Agreement (the “2026 Notes Forbearance Agreement”) with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders or beneficial owners (the “2026 Holders”) of in excess of 50% of the aggregate principal amount of the Operating Partnership’s 5.95% senior unsecured notes due 2026 (the “2026 Notes”), as amended by the First Amendment to the 2026 Notes Forbearance Agreement, dated July 22, 2020, pursuant to which, among other provisions, the 2026 Holders agreed to forbear from exercising any rights and remedies under the indenture governing the 2026 Notes solely with respect to the default resulting from the nonpayment of the $18.6 million interest payment that was due and payable on June 15, 2020 (the “2026 Notes Interest Payment”), including the failure to pay the 2026 Notes Interest Payment by the end of the 30-day grace period.

As previously reported, on July 22, 2020, the respective parties to the 2023 Notes Forbearance Agreement, the 2026 Notes Forbearance Agreement and the Bank Forbearance Agreement, entered into amendments to further extend the forbearance period to July 27, 2020 with respect to the 2023 Notes and the 2026 Notes, and July 29, 2020 with respect to the Credit Agreement and, each agreed to provide for further automatic extension of the forbearance period under such agreement by written notice from the 2023 Holders, the 2026 Holders and the required Lenders, respectively, setting forth the modified date and time of the expiration of the forbearance period.

As previously reported, on July 27, 2020, the Operating Partnership received notice from each of the 2023 Holders and the 2026 Holders respectively extending the forbearance period under each of the 2023 Notes Forbearance Agreement and the 2026 Notes Forbearance Agreement to 11:59 PM EST on July 29, 2020.

On July 29, 2020, the Operating Partnership received notice from each of the 2023 Holders and 2026 Holders respectively extending the forbearance period under each of the 2023 Notes Forbearance Agreement and 2026 Notes Forbearance Agreement to 11:59 PM EST on August 3, 2020.

As previously reported, the Company elected to not make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment and, as provided for in the indenture governing the 2023 Notes and the 2026 Notes, to enter the respective 30-day grace periods to make such payments. The Operating Partnership did not make either of the 2023 Notes Interest Payment or the 2026 Notes Interest Payment on the last day of the respective 30-day grace periods. The Operating Partnership’s failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment is considered an “event

of default” with respect to each of the 2023 Notes and the 2026 Notes, which results in a cross default under the Credit Agreement. While the events of default are continuing under the indenture, the Trustee or the holders of at least 25% in principal amount of the 2023 Notes may declare the 2023 Notes to be due and payable immediately and the Trustee or the holders of at least 25% in principal amount of the 2026 Notes may declare the 2026 Notes to be due and payable immediately. While the events of default are continuing under the Credit Agreement, the Agent may and shall upon the direction of the requisite lenders, declare the loans thereunder to be immediately due and payable. Further, if any of the 2023 Notes, the 2026 Notes or the Credit Agreement were accelerated, it would trigger an “event of default” under the Operating Partnership’s 4.60% senior unsecured notes due 2024, which could lead to the acceleration of all amounts due under those notes.

The Company is continuing to engage in negotiations and discussions with the holders and lenders of the Company’s indebtedness. There can be no assurance, however, that the Company will be able to negotiate acceptable terms or to reach any agreement with respect to its indebtedness.

The information disclosed in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing.

ITEM 9.01 Financial Statements and Exhibits

(d)

Exhibits



Exhibit Number		Description
10.1		Third Amendment to Forbearance Agreement, dated as of July 29, 2020, by and among CBL & Associates Limited Partnership, each of the subsidiary guarantors and pledgors party thereto, CBL & Associates Properties, Inc. and Wells Fargo Bank, National Association, as administrative agent
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CBL & ASSOCIATES PROPERTIES, INC.


	/s/ Farzana Khaleel

	Farzana Khaleel
	Executive Vice President -
	Chief Financial Officer and Treasurer


	CBL & ASSOCIATES LIMITED PARTNERSHIP

	By: CBL HOLDINGS I, INC., its general partner


	/s/ Farzana Khaleel

	Farzana Khaleel
	Executive Vice President -
	Chief Financial Officer and Treasurer

Date: July 30, 2020

Exhibit 10.1

EXECUTION VERSION

WELLS FARGO BANK, NA

301 South College Street, 15th Floor

Charlotte, NC 28202

July 29, 2020

CBL & Associates Limited Partnership

c/o CBL & Associates Properties, Inc.

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee 37421-6000

Attention: Chief Financial Officer

Re:	Extension of the Forbearance Termination Date; Modification of Specific Defaults

Ladies and Gentlemen:

Reference is made to (i) the Credit Agreement, dated January 30, 2019 (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CBL & ASSOCIATED LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent (“Administrative Agent”) for itself and for the benefit of the Lenders, and (ii) that certain Forbearance Agreement, dated June 30, 2020, as previously modified and extended by an extension letters dated July 15, 2020 and July 22, 2020 (the “Existing Forbearance Agreement”), between Borrower and Administrative Agent, on behalf of the Lenders. Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Credit Agreement or the Existing Forbearance Agreement, as applicable.

Obligors have requested that Administrative Agent and Lenders modify the Forbearance Agreement, and Administrative Agent and Lenders are willing to do so, subject to the terms and conditions set forth in this letter agreement (the “Amendment” and the Existing Forbearance Agreement after giving effect to this Amendment, the “Forbearance Agreement”).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Administrative Agent and Obligors hereby agree as follows:

1.In order to extend the Forbearance Agreement, the date and time set forth in Section 3(a) of the Forbearance Agreement is hereby amended to be “11:59 p.m. (Eastern Daylight Time) on August 5, 2020 (the “Scheduled Termination Time”), provided that so long as Obligors have received a written notice at least 12 hours prior to the then applicable Scheduled Termination Time from counsel to the Administrative Agent that Requisite Lenders and the Required Noteholders (as defined below) have agreed to extend the then applicable Scheduled Termination Time to the later date and time specified in such notice (such modified date and time, the “Modified Termination Time”), the then

CBL & Associates Limited Partnership

Page

applicable Scheduled Termination Time shall automatically be replaced by the Modified Termination Time and further provided that as a condition to the continuing effectiveness of any such extension of the Scheduled Termination Time no later than one (1) business day after the extension of any Scheduled Termination Time, the Obligors shall pay all unpaid and invoiced fees and expenses of Jones Day and Ducera in accordance with the respective engagement letters executed with Jones Day and Ducera or otherwise agreed between the Obligors, on the one hand, and Jones Day and Ducera, respectively, on the other hand”;

2.On or prior to the date of this Amendment and as a condition to its effectiveness, Borrower shall deliver to Administrative Agent a fully executed copy of forbearance agreement by and among Obligors and a majority of Senior Noteholders holding the 5.250% Senior Notes Due December 1, 2023 in the original principal amount of $450,000,000 and a majority of Senior Noteholders holding the 5.95% Senior Notes Due December 15, 2026 in the original principal amount of $625,000,000 (collectively, the “Required Noteholders”), which forbearance agreement (a) shall have a scheduled expiration date not earlier than 11:59 p.m. (Eastern Daylight Time) on August 5, 2020, (b) shall not include or be contingent upon the delivery of any collateral or payments on, or otherwise in respect of, the Senior Notes, including, without limitation, any forbearance or other fee arising under such agreement, and (c) shall otherwise be in form and substance acceptable to Requisite Lenders;

3.On or prior to 5:00 p.m. eastern time on Monday, August 3, 2020, Obligors shall have delivered to Ducera the following information with respect to each of the Borrowing Base Properties plus offered (currently unencumbered) properties suggested as new collateral for the Secured Lenders:

a.A specific list of the offered (currently unencumbered) properties suggested as new collateral for the Secured Lenders;

b.Tenant sales reporting for Fiscal Year 2019;

c.Annual rent rolls as of June 30, 2020; and

d.Co-tenancy schedules in the form previously discussed with Ducera.

4.The Obligors shall deliver on August 1, 2020 cash flow statements and projections as required by the Forbearance Agreement, and shall Obligors shall create deliver, as soon as available, 13-week cash flow forecasts and variance analyses for projections both outside and within a bankruptcy proceeding;

5.The Obligors agree and acknowledge that, notwithstanding any limitations set forth in separate Non-Disclosure Agreements executed with either Moelis, PJT or Ducera, each of the foregoing professional advisers can communicate with each other and share confidential information, subject otherwise to the terms of such Non-Disclosure Agreements and provided that Moelis is invited to participate in any calls between PJT and Ducera;

CBL & Associates Limited Partnership

Page

6.The Obligors agree to deliver to Ducera, concurrently with the delivery of the same to PJT or the Bondholders, financial and other information concerning Obligors delivered to such parties;

7.The Obligors agree and acknowledge that US Bank, National Association, has resigned as an Issuing Bank and Swingline Lender under the Credit Agreement, and they consent to the foregoing resignation; and

8.On or prior to 10:00 a.m. eastern time on Wednesday, August 5, 2020, Administrative Agent shall have received a second written counter-proposal in response to the proposal submitted by Ducera on behalf of Administrative Agent to the Obligors and the Bondholders on Monday, July 20, 2020, such counter-proposal to supersede and replace the one delivered on Sunday, July 26^th by the Obligors.

For purposes of clarity, the Obligors acknowledge and reconfirm that, pursuant to Section 3(g) of the Forbearance Agreement, the expiration or termination of the Noteholder Forbearance Agreement, other than as a result of either a permanent waiver of any default under the Indenture or the cure of the Cross Defaults and as a result of which the Senior Notes cannot be accelerated in accordance with the terms of the Indenture, shall result in an automatic termination of the Forbearance Agreement.

To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Each party hereto hereby waives any defenses to the enforcement of the terms of this Agreement based on the form of its signature, and hereby agrees that such electronically transmitted or signed signatures shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this Amendment. Even though the parties agree that electronic signatures are legally enforceable and intended to be effective for all purposes, the signing parties agree if requested by Administrative Agent in its sole discretion to promptly deliver to Administrative Agent the requested original document bearing an original manual signature, to the extent required or advisable to be delivered in connection with any program made available to Administrative Agent or any of its affiliates by the Federal Reserve, U.S. Treasury Department or any other federal or state regulatory body.

As of the date of this Amendment, but without limiting the limited reservation of rights in Section 25(a) of the Forbearance Agreement, Obligors, to the fullest extent permitted by law, each

CBL & Associates Limited Partnership

Page

hereby releases, and forever discharges Administrative Agent, each Lender and each of its or their respective trustees, officers, directors, participants, beneficiaries, agents, attorneys, affiliates and employees, and the successors and assigns of the foregoing (collectively, the “Released Parties”), from any and all claims, actions, causes of action, suits, defenses, set-offs against the Obligations, and liabilities of any kind or character whatsoever, known or unknown, contingent or matured, suspected or unsuspected, anticipated or unanticipated, liquidated or unliquidated, claimed or unclaimed, in contract or in tort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to allegations of fraud, duress, bad faith and usury, which relate, in whole or in part, directly or indirectly, to: (A) the Facility; (B) the Loan Documents; (C) the Obligations; (D) the Collateral; or (E) the Forbearance Agreement, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and this Agreement, any claims, causes of action or defenses based on the negligence of any of the Released Parties or on any “lender liability” theories of, among others, bad faith, unfair dealing, duress, coercion, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, fraud, or otherwise, and any claim based upon fraud, duress, illegality or usury (collectively, the “Released Claims”), in each case other than in connection with the gross negligence or willful misconduct of any Released Party. No Obligor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of the Released Claims. The Released Claims include, but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses, all of which are released by the provisions hereof in favor of the Released Parties.

Obligors each acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Facility or the Loan Documents or the Forbearance Agreement, that can be asserted either to reduce or eliminate all or any part of any of Obligor’s liability to Administrative Agent and Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from Administrative Agent or Lenders, for or in connection with the Facility or any of the Loan Documents. Each of Obligors further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as provided in this Amendment.

Each of Obligors hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist at the time of release, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each of Obligors hereby agrees, represents and warrants to Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each of Obligors further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that Obligors nevertheless hereby intend to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all dealings in connection therewith. In making the releases set forth in this Amendment, each of Obligors acknowledges

Loan No. 12503DAN8

that it has not relied upon any representation of any kind made by any Released Party. It is understood and agreed by Released Parties that the acceptance of delivery of the releases set forth in this Amendment shall not be deemed or construed as an admission of liability by any of the Released Parties and Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases.

The substantive laws of the State of New York shall govern the construction of this Amendment and the rights and remedies of the parties hereto.

Section 13.5 and Section 13.13 of the Credit Agreement are hereby incorporated into this Amendment by this reference as if set forth in full herein.

Nothing in this letter shall alter of affect any provision, condition, or covenant contained in any of the Loan Documents or affect or impair any rights, powers, or remedies of Administrative Agent or any Lender, or shall modify or amend any provisions of the Forbearance Agreement, other than as expressly set forth above. The provisions of the Loan Documents and the Forbearance Agreement shall continue in full force and effect.

(SIGNATURES ON FOLLOWING PAGE)

Signature Page – CBL Amendment to the Forbearance Agreement

Loan No. 12503DAN8

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the day and year first above written.

“BORROWER”

CBL & Associates Limited Partnership,

a Delaware limited partnership

By: CBL Holdings I, Inc.,

Its sole general partner

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

“PARENT”

CBL & Associates Properties, Inc.,

a Delaware corporation

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

[Signature Pages Continue on Following Page]

Signature Page – CBL Amendment to the Forbearance Agreement

Loan No. 12503DAN8

“ADMINISTRATIVE AGENT”

WELLS FARGO BANK, NATIONAL ASSOCIATION,

a national banking association,

as Administrative Agent

By: /s/ Ryan Sansavera__________________

Name: Ryan Sansavera____________________

Title: Senior Vice President________________

[Signature Pages Continue on Following Page]

Signature Page – CBL Amendment to the Forbearance Agreement

Loan No. 12503DAN8

“SUBSIDIARY GUARANTORS”

CBL/Imperial Valley GP, LLC

CBL/Kirkwood Mall, LLC

CBL/Madison I, LLC

CBL/Richland G.P., LLC

CBL/Sunrise GP, LLC

Cherryvale Mall, LLC

Hixson Mall, LLC

Imperial Valley Mall GP, LLC

JG Winston-Salem, LLC

Kirkwood Mall Acquisition LLC

Kirkwood Mall Mezz LLC

Layton Hills Mall CMBS, LLC

Madison/East Towne, LLC

Madison/West Towne, LLC

Madison Joint Venture, LLC

Mayfaire GP, LLC

MDN/Laredo GP, LLC

Mortgage Holdings, LLC

Multi-GP Holdings, LLC

Pearland Ground, LLC

Pearland Town Center GP, LLC

By: CBL & Associates Limited Partnership, as the chief manager of each of the above listed limited liability companies

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

Frontier Mall Associates Limited Partnership

Turtle Creek Limited Partnership

By: CBL & Associates Limited Partnership, as the general partner of each of the above listed limited partnerships

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

[Signature Pages Continue on Following Page]

Signature Page – CBL Amendment to the Forbearance Agreement

Loan No. 12503DAN8

POM-College Station, LLC

By: CBL & Associates Limited Partnership, its managing member

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

CBL RM-Waco, LLC

By: CBL/Richland G.P., LLC, its managing member

By: CBL & Associates Limited Partnership, as the chief manager of the managing member of the above listed limited liability company

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

Arbor Place Limited Partnership

By: Multi-Holdings GP, LLC, its general partner

Imperial Valley Mall II, L.P.

By: Imperial Valley Mall GP, LLC, its general partner

Imperial Valley Mall, L.P.

By: CBL/Imperial Valley GP, LLC, its general partner

Mayfaire Town Center, LP

By: Mayfaire GP, LLC, its general partner

Pearland Town Center Limited Partnership

By: Pearland Town Center GP, LLC, its general partner

By: CBL & Associates Limited Partnership, as the chief manager of the general partner of each of the above listed limited partnerships

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

Signature Page – CBL Amendment to the Forbearance Agreement

Loan No. 12503DAN8

CBL SM-Brownsville, LLC

By: CBL/Sunrise GP, LLC, its chief manager

Mall Del Norte, LLC

By: MDN/Laredo GP, LLC, its chief manager

By: CBL & Associates Limited Partnership, as the chief manager of the chief manager of each of the above listed limited liability companies

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

CBL/Westmoreland I, LLC

CBL/Westmoreland II, LLC

By: CW Joint Venture, LLC, as the chief manager of each of the above listed limited liability companies

By: CBL & Associates Limited Partnership, as the manager of the chief manager of each of the above listed limited liability companies

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

CBL/Westmoreland, L.P.

By: CBL/Westmoreland I, LLC, its general partner

By: CW Joint Venture, LLC, its chief manager

By: CBL & Associates Limited Partnership, as manager of the chief manager of the general partner of the above listed limited partnership

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

[Signature Pages Continue on Following Page]

Signature Page – CBL Amendment to the Forbearance Agreement

Exhibit 10.1

EXECUTION VERSION

CW Joint Venture, LLC

By: CBL & Associates Limited Partnership, its manager

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

[Remainder of Page Intentionally Left Blank; Signature Pages Continue on Following Page]

“PLEDGORS”

CBL & Associates Limited Partnership

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

Madison Joint Venture, LLC

Mortgage Holdings, LLC

By: CBL & Associates Limited Partnership,

as chief manager of each of Madison Joint Venture, LLC and Mortgage Holdings, LLC

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

By: /s/ Farzana Khaleel

Name: Farzana Khaleel

Title: Executive Vice President and Chief Financial Officer

[End of Signature Pages]