ASSIGNMENT AND ASSUMPTION OF CONTRIBUTED INTERESTS CBL/OLD HICKORY I, LLC
Exhibit T3B.110A
ASSIGNMENT AND ASSUMPTION OF CONTRIBUTED INTERESTS
CBL/OLD HICKORY I, LLC
This Assignment and Assumption of Contributed Interests (the “Assignment”) is made and entered into to be effective as of the 25th day of October, 2021 (the “Effective Date”), by and between CBL/J II, LLC, a Delaware limited liability company, (the “Contributor”), and CBL & Associates HoldCo II, LLC (HoldCo II”) and is acknowledge and agreed to by CBL & Associates Limited Partnership, a Delaware limited partnership (“CBL”).
WHEREAS, Contributor owns 100% of the authorized, issued, and outstanding limited liability company interests (the “Contributed Interests”) in CBL/Old Hickory I, LLC, a Delaware limited liability company (the “Company”);
WHEREAS, HoldCo II owns 100% of the authorized, issued, and outstanding limited liability company interests in Contributor;
WHEREAS, CBL owns 100% of the authorized, issued, and outstanding limited liability company interests in HoldCo II;
WHEREAS, (i) CBL desires to cause Contributor to contribute and convey, and Contributor desires to so contribute and convey, all of the Contributed Interests to HoldCo II and (ii) CBL desires to cause HoldCo II to accept such contribution and conveyance, and HoldCo II desires to so accept such contribution and conveyance, of all of the Contributed Interests by Contributor.
FOR VALUABLE CONSIDERATION, Contributor does hereby contribute, assign, transfer, distribute, and convey to HoldCo II the Contributed Interests described on Schedule A attached hereto and made a part hereof, standing in the name of the Contributor on the books of the Company, together with any and all rights, privileges, and benefits, pertaining thereto.
This Assignment is being made pursuant to and in accordance with the Limited Liability Company Agreement of the Company dated December 5, 2000, including amendments, modifications or supplements thereto (collectively, the “Agreement”).
Contributor certifies that it has the full power to make this Assignment under the Agreement, that this Assignment is being made in compliance with and pursuant to the Agreement and that the Contributed Interests have not otherwise been conveyed, sold, transferred, encumbered, pledged, hypothecated, or assigned. Contributor agrees and acknowledges that it hereby ceases to be a member of the Company as of the Effective Date.
HoldCo II accepts the assignment of Contributed Interests hereunder and agrees that, concurrent with the execution hereof, HoldCo II shall execute a modification to the Agreement, effective immediately following the effectiveness of this Assignment (the “Amendment”).
1
Contributor and HoldCo II agree that following the assignment of Contributed Interests and execution of the Amendment, (a) HoldCo II will be admitted as the sole member of the Company, (b) Contributor will cease to be a member of the Company, (c) the Company shall continue without dissolution, and (d) the Agreement shall remain in full force and effect as modified by the Amendment (the “Amended Agreement”).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES FOLLOW]
2
IN WITNESS WHEREOF, this Assignment is executed effective as of the date set forth above.
| CONTRIBUTOR: | ||
| CBL/J II, LLC, a Delaware limited liability company | ||
| By: | CBL & Associates HoldCo II, LLC, | |
| its sole member | ||
| By: | CBL & Associates Limited Partnership. | |
| its sole member and chief manager | ||
| By: | CBL Holdings I, Inc., | |
| its sole general partner | ||
| By: /s/ Xxxxx X. Xxxxxxxxx | ||
| Name: Xxxxx X. Xxxxxxxxx | ||
| Title: Executive Vice President & Chief Investment Officer | ||
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES FOLLOW]
3
ACCEPTANCE
HoldCo II hereby accepts the foregoing assignment of the Contributed Interests, agrees that it is hereby admitted to the Company as a member of the Company on the Effective Date of the Assignment, and agrees to be bound by and subject at all times to all of the terms and conditions of the Amended Agreement as now in effect or hereafter amended, which Amended Agreement is incorporated herein by reference.
Dated as of October 25, 2021.
| HOLDCO II: | ||
| CBL & ASSOCIATES HOLDCO II, LLC, a Delaware limited liability company | ||
| By: | CBL & Associates Limited Partnership. | |
| its sole member and chief manager | ||
| By: | CBL Holdings I, Inc., | |
| its sole general partner | ||
| By: /s/ Xxxxx X. Xxxxxxxxx | ||
| Name: Xxxxx X. Xxxxxxxxx | ||
| Title: Executive Vice President & Chief Investment Officer | ||
4
ACKNOLWEDGED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:
| CBL: | ||
| CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership | ||
| By: | CBL Holdings I, Inc., | |
| its sole general partner | ||
| By: /s/ Xxxxx X. Xxxxxxxxx | ||
| Name: Xxxxx X. Xxxxxxxxx | ||
| Title: Executive Vice President & Chief Investment Officer | ||
5
SCHEDULE A
100% membership interest in CBL/Old Hickory I, LLC
6
MODIFICATION NO. ONE TO
LIMITED LIABILITY COMPANY AGREEMENT OF
CBL/OLD HICKORY I, LLC
This Modification No. One to Limited Liability Company Agreement of CBL/Old Hickory I, LLC (the “Amendment”) is made and entered into to be effective as of this 25th day of October, 2021, by CBL & Associates HoldCo II, LLC, a Delaware limited liability company (herein referred to as the “Member”).
WITNESSETH:
WHEREAS, CBL/Old Hickory I, LLC, a Delaware limited liability company (the “Company”) is governed by that certain Limited Liability Company Agreement dated as of December 5, 2000, as the same may have been amended, supplemented, or assigned (collectively, the “Agreement”);
WHEREAS, immediately prior to the execution of this Amendment, CBL & Associates Limited Partnership, a Delaware limited partnership (“CBL”) caused CBL/J II, LLC, a Delaware limited liability company (the “Original Member”) to assign 100% of Original Member’s beneficial and ownership interests in the Company to Member which constitutes the sole outstanding membership in the Company pursuant to a separate Assignment and Assumption of Contributed Interests of even date herewith (the “Assignment”);
WHEREAS, Member desires to amend and modify the Agreement (i) to reflect the Assignment, including recording the Member as the Member of the Company on the books and records of the Company, and (ii) to make certain amendments and modifications to the Agreement as set forth below.
NOW, THEREFORE, the Member does hereby modify and amend the Agreement as follows:
| 1. | Notwithstanding anything to the contrary contained in the Agreement, the definition of “Member” shall be the Member shown on Exhibit B attached hereto and incorporated herein. |
| 2. | Exhibit “B” to the Agreement is hereby modified and amended by substituting Exhibit “B” attached hereto. |
| 3. | Exhibit “C” to the Agreement is hereby modified and amended by substituting Exhibit “C” attached hereto. |
Except as herein modified, the Agreement shall remain in full force and effect.
1
Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement.
This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
[The remainder of this page intentionally left blank.]
2
IN WITNESS WHEREOF, this Amendment is executed effective as of the date first set forth above.
| MEMBER: | ||
| CBL & ASSOCIATES HOLDCO II, LLC, a Delaware limited liability company | ||
| By: | CBL & Associates Limited Partnership, | |
| its sole member and chief manager | ||
| By: | CBL Holdings I, Inc., | |
| its sole general partner | ||
| By: /s/ Xxxxx X. Xxxxxxxxx | ||
| Name: Xxxxx X. Xxxxxxxxx | ||
| Title: Executive Vice President & Chief Investment Officer | ||
3
EXHIBIT “B”
TO MODIFICATION NO. ONE TO
LIMITED LIABILITY COMPANY AGREEMENT OF
CBL/OLD HICKORY I, LLC
| Name, Address |
Percentage Interest |
Cash Contributed or Agreed Value of Other Property or Services |
||||||
| CBL & Associates HoldCo II, LLC CBL Center, Suite 500 0000 Xxxxxxxx Xxxxx Xxxx Xxxxxxxxxxx, XX 00000 |
100 | % | $ | 1,000 | ||||
4
EXHIBIT “C”
TO MODIFICATION NO. ONE TO
LIMITED LIABILITY COMPANY AGREEMENT OF
CBL/OLD HICKORY I, LLC
| Chief Manager: | CBL/J II, LLC | |
| Secretary: | CBL Holdings I, Inc. | |
| Assistant Secretaries: | Xxxxxxx X. Xxxx | |
| Xxxxxxx Xxxxxx | ||
| Xxxxxxxxx X. Xxxx | ||
| Xxxxxxxx Xxxxx | ||
| Xxxx Xxxxxxx | ||
| Xxxxxxx Xxxxxxxxxx | ||
| Xxxxxx XxXxx | ||
| Xxxxxxxxx X. Xxxx | ||
| Xxxxxx Xxxxxxx | ||
| Xxxxx X. Xxxxxxx | ||
| Xxxxx Xxxxx | ||
| Xxxxxxxxx Xxxxx | ||
| Xxxxxxx Xxxxxxxxxx | ||
| Xxxx X. Xxxxxxxxx | ||
| Xxxxxx X. Xxxxxxx | ||
| Xxxxx X. Xxxxxxxxx | ||
| Xxxxxxxx Xxxxxx | ||
5
