As filed with the Securities and Exchange Commission on October 2, 2014

Form S-3 Registration Statement (File Nos. 333-182515 and 333-182515-01)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

o Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

 

 

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

31-0841368

I.R.S. Employer Identification No.

 

800 Nicollet Mall

Minneapolis, Minnesota

 

55402

(Address of principal executive offices)

 

(Zip Code)

 

William G. Keenan

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3918

(Name, address and telephone number of agent for service)

 

CBL & Associates Properties, Inc.

 

CBL & Associates Limited Partnership

(Issuer with respect to the Securities)

 

Delaware

Delaware

 

62-1545718

62-1542285

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

CBL Center

2030 Hamilton Blvd, Suite 500

Chattanooga, Tennessee

 

37421

(Address of Principal Executive Offices)

 

(Zip Code)

 

(Senior Notes due October 15, 2024)

 

 

 


 

FORM T-1

 

Item 1.                                 GENERAL INFORMATION.  Furnish the following information as to the Trustee.

 

a)                       Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of the Currency

Washington, D.C.

 

b)    Whether it is authorized to exercise corporate trust powers.

 

Yes

 

Item 2.                                 AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

 

None

 

Items 3-15                                     Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

 

Item 16.                          LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

 

1.              A copy of the Articles of Association of the Trustee.*

 

2.              A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

 

3.              A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

 

4.              A copy of the existing bylaws of the Trustee.**

 

5.              A copy of each Indenture referred to in Item 4.  Not applicable.

 

6.              The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

 

7.              Report of Condition of the Trustee as of                        published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

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SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 2nd  of October, 2014.

 

 

By:

/s/ William G. Keenan

 

 

William G. Keenan

 

 

Vice President

 

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