8-K

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):  August 18, 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

Restructuring Support Agreement

On August 18, 2020, CBL & Associates Properties, Inc. (the “REIT”) and CBL & Associates Limited Partnership (the “Operating Partnership”), the majority owned subsidiary of the REIT (collectively, the Operating Partnership and the REIT are referred to as the “Company”), entered into a Restructuring Support Agreement (the “RSA”) with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders of beneficial owners (the “Consenting Noteholders”) in excess of 57% of the aggregate principal amount of the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the “2023 Notes”), the Operating Partnership’s 4.60% notes due 2024 (the “2024 Notes”) and the Operating Partnership’s 5.95% senior unsecured notes due 2026 (the “2026 Notes,” together with the 2023 Notes and 2024 Notes, the “Notes”). The press release issued in connection with the signing of the RSA is attached as Exhibit 99.1.

Under the RSA, each Consenting Holder agreed to, among other things: (i) support the restructuring transactions (the “Restructuring Transactions”) set forth in the terms of the RSA and vote and exercise any rights and powers available to it in favor of any matter reasonably necessary to implement such transactions, including but not limited to, supporting any request by the Company for further interest rate forbearance periods in advance of the commencement of any chapter 11 cases as contemplated by the RSA, (ii) use commercially reasonable efforts, subject to applicable laws, to give any notice, order, institution, or direction to the trustee under the that certain indenture, dated as of November 26, 2013, among the Operating Partnership, as the issuer, the REIT, as the limited guarantor, and the Delaware Trust Company, as successor trustee (the “Trustee”), as amended, modified or supplemented by that certain First Supplemental Indenture dated as of November 26, 2013 by and among the Operating Partnership, the Company, and the Trustee, the Second Supplemental Indenture dated as of December 13, 2016 by and among the Operating Partnership, the Company and the Trustee and the Third Supplemental Indenture dated as of January 30, 2019 by and among Operating Partnership, the Company, the Subsidiary Guarantors and the Trustee, governing the Notes to give effect to the Restructuring Transactions and (iii) negotiate in good faith and use commercially reasonable efforts to execute and implement the documentation required pursuant to and consistent with the RSA to which such Consenting Holder is required to be a party.

In addition, each Consenting Noteholder acknowledged and agreed that the “events of default” under the Indenture resulting from the nonpayment of the (a) $11.8 million interest payment that was due and payable on June 1, 2020 (the “2023 Notes Interest Payment”) to holders of the 2023 Notes and (b) $18.6 million interest payment that was due and payable on June 15, 2020 (the “2026 Notes Interest Payment”) to holders of the 2026 Notes are no longer continuing under the Indenture as a result of the Company making each of the 2023 Notes Interest Payment and 2026 Notes Interest Payment in full on August 5, 2020. Further, each Consenting Noteholder agreed that, in the event the Trustee or other holders of the 2023 Notes or 2026 Notes, as applicable, take any action to declare either or both of the 2023 Notes or 2026 Notes immediately due and payable pursuant to Section 502 under the Indenture, as a result of either or both of such “events of defaults” described in (a) or (b) above, the Consenting Noteholders, solely to the extent permitted under the Indenture, agree to rescind and cancel any such acceleration.

The RSA is terminable by the Consenting Holders if certain events occur, including but not limited to: (i) if the Company files, publicly announces or informs counsel to the Consenting Holders of its intention to file a Plan (as defined below) that contains terms and conditions that: (a) do not provide the Consenting Holders with the economic recovery set forth in the restructuring term sheet annexed to the RSA (the “Restructuring Term Sheet”) or (b) are not otherwise consistent in all material respects with the RSA and the Restructuring Term Sheet; (ii) if the Company files with the Bankruptcy Court any motion or application seeking authority to sell material assets outside of the ordinary course of business, with an aggregate purchase price of greater than $15 million, without the prior written consent of the Consenting Holders; provided that the Company Parties shall segregate the proceeds from such sales for the benefit of the Consenting Noteholders; or (iii) the failure of the Company to comply with or achieve any one of the Milestones (as defined below), unless such Milestone is extended with the prior written consent of Consenting Holders who hold at least 75% of the aggregate principal amount of outstanding Notes held by such Consenting Holders (the “Required Consenting Holders”). The RSA is terminable by the Company if certain events occur, including but not limited to, a breach by Consenting Holders holding an amount of Notes that would result in the non-breaching Consenting Holders holding less than 66.67% of the aggregate principal amount of the Notes held by all of the Consenting Noteholders. The RSA automatically terminates on the Plan Effective Date (as defined below).

Milestones

Under the RSA, the Company agreed to support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with the RSA, including using commercially reasonable efforts to obtain all required regulatory and third-party approvals, negotiating in good faith and using commercially reasonable efforts to execute and implement the documentation required to consummate the Restructuring Transactions as contemplated by the RSA, and completing the following milestones (the “Milestones”), provided that nothing in the RSA constitutes an approval by the Company to commence Chapter 11 Cases (as defined below), for which separate board approval shall be required:

• Commence cases (the “Chapter 11 Cases”) pursuant to title 11 of the United States Code in the Bankruptcy Court to implement the Restructuring Transactions no later than October 1, 2020 (such date of commencement, the “Petition Date”);

• No later than 3 business days after the Petition Date, the Company shall have filed the joint chapter 11 plan (the “Plan”) of reorganization filed by the Company in the Chapter 11 Cases to implement the Restructuring Transactions and a motion seeking approval of the disclosure statement (the “Disclosure Statement”) with respect to the Plan;

• No later than 3 business days after the Petition Date, the Bankruptcy Court shall have entered an interim order approving use of cash collateral;

• No later than 60 days after the Petition Date, the Bankruptcy Court shall have entered a final order approving use of cash collateral;

• No later than 85 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement;

• No later than 165 days after the Petition Date, the Bankruptcy Court shall have entered an order confirming the Plan pursuant to Section 1129 of the Bankruptcy Code; and

• No later than 195 days after the Petition Date, the Plan shall have become effective (the “Plan Effective Date”).

Economic Recovery

Pursuant to the RSA, including the Restructuring Term Sheet on the Plan Effective Date:

• Each Holder of a Notes Claim shall receive its pro rata share of (i) $49.6 million of cash consideration (to be reduced by the amount of any interest payments made by the Company, if any, between the date the RSA becomes effective and its termination), (ii) $500 million of first-priority secured notes due June 2028 having, among other terms set forth in the Restructuring Term Sheet, (a) an interest rate of 10% per annum payable in cash, (b) liens on certain unencumbered properties, priority guarantees from certain entities and equity pledges of certain entities and (c) a full guarantee by the REIT and (iii) 90% of the common equity in the reorganized Company (the “New Equity Interests”), subject to dilution as set forth in the Restructuring Term Sheet.

• Each holder of Claim (as defined in section 101(5) of the Bankruptcy Code) under the Operating Partnership’s secured credit facility (the “Bank Claims”) shall receive either (a) treatment as is acceptable to the Company and the Required Consenting Holders in a manner consistent with the Bankruptcy Code, including but not limited to, section 1129(b) of the Bankruptcy Code; or (b) such treatment as determined by the Bankruptcy Court.

• If holders of preferred stock of the REIT or preferred units of the Operating Partnership (the “Preferred Holders”) vote in favor of the Plan as a class, they shall receive their pro rata share of up to a percentage to be determined as described below of the New Equity Interests and up to a percentage to be determined of warrants to be issued in connection with the Restructuring Transactions (the “Warrants”) which will be exercisable for 20% (in the aggregate and calculated as of the Plan Effective Date and including shares issuable upon exercise of the warrants) of the New Equity Interests exercisable solely for cash, subject to dilution as set forth in the Restructuring Term Sheet. If the Preferred Holders reject the Plan as a class, they shall receive no recovery under the Plan. In addition, the Plan will provide for a cash out option for the Preferred Holders in the amount of $5 million on terms reasonably acceptable to the Company and the Required Consenting Holders.

• If holders of common stock of the REIT or limited partnership units of the Operating Partnership designated as special common units (the “Common Holders”) vote in favor of the Plan as a class, they shall receive their pro rata share, of up to a percentage to be determined of the New Equity Interests and of the Warrants, subject to dilution as set forth in the Restructuring Term Sheet. If the Common Holders reject the Plan as a class, they shall receive no recovery under the Plan.

• The percentage of New Equity Interests to be issued to the Preferred Holders and the Common Holders shall total 10% in the aggregate. The Operating Partnership shall determine equity splits in consultation with the Required Consenting Holders.

The terms of the RSA additionally provide that (i) to the extent that there are holders of any other secured Claims, unsecured Claims or borrowers or guarantors of property level debt and guarantee claims, they shall receive treatment acceptable to the Required Consenting Holders and the Company and (ii) to the extent that any Claims or interests are required or permitted to share in the consideration provided to the holders of the Notes Claims pursuant to the terms of the RSA, the treatment of the Notes Claims and such other Claims and interests may be modified on terms acceptable to the Company and the Required Consenting Holders in a manner consistent with the Bankruptcy Code.

A copy of the RSA is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The above description of the RSA is qualified in its entirety by the full text of such exhibit.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)Effective August 18, 2020, in conjunction with entering into the RSA described in Item 1.01 of this report, the Company, after extensive consultation and review by the Company’s compensation consultant, FPL Associates (“FPL”), and legal advisors, (i) entered into new Employment Agreements (the “Executive Employment Agreements”) as described below with certain executive officers of the Company, including four of the five Named Executive Officers (“NEOs”) identified in the Company’s proxy statement filed with the SEC on April 6, 2020 (the “2020 Proxy Statement”) and (ii) also implemented a Key Employee Retention Plan (“KERP”) for specified officers and non-executive employees of the Company, to provide retention bonus awards intended to help incentivize and retain key personnel during the Company’s restructuring process.  The Executive Employment Agreements and KERP were reviewed and evaluated by FPL.  FPL completed a market review of severance terms and employment agreements and a market review of restructuring incentive programs and executive pay levels and advised that the key terms of both agreements align with market-based practices.

In connection with these actions, which were taken pursuant to approval of the Compensation Committee of the Company’s Board of Directors that was contingent on entering into the RSA, the Company also terminated both the Annual Incentive Plan (“AIP”) and Long-Term Incentive Program (“LTIP”) components of the Company’s NEO Incentive Program for 2020, while leaving in place the original NEO base salaries for 2020 as described in the 2020 Proxy Statement.

Summary of Executive Employment Agreements

The Company is entering into new Executive Employment Agreements with five of its current executive officers, including four of its five NEOs (Stephen D. Lebovitz, Chief Executive Officer; Farzana Khaleel, Executive Vice President – Chief Financial Officer; Michael I. Lebovitz, President; and Jeffery V. Curry, Chief Legal Officer and Secretary).  The Company is not entering into an Executive Employment Agreement with Chairman of the Board Charles B. Lebovitz.

Key terms of these new Executive Employment Agreements may be summarized as follows:

Term:	Initial 3-year term, with automatic renewal for successive 1-year terms if not terminated (including any such renewals, the “Term”).
Base Salary:	Initially equivalent to originally approved 2020 base salaries, with future increases or decreases at discretion of the Board Compensation Committee (provided base salary shall not be decreased by more than 5% during the Term).
Annual Bonus:	Bonus compensation for 2020 will be pursuant to the KERP as described below.  Annual bonus opportunities for 2021 and future years.
Other Incentives:	Participation and amounts applicable to future equity incentives/ management incentive plan to be as determined by the Board Compensation Committee.
Insurance/Benefits:	Continuation of health insurance benefits for 18 months following termination (24 months for CEO), subject to longer continuation, if applicable, under the terms of the Company’s Tier I, Tier II and Tier III Legacy Retiree Programs as described in the 2020 Proxy Statement.
Severance:	If employment is terminated by the Company without Cause (as defined in the agreement) or upon a Change of Control, severance is twice (2x) the sum of (i) then-current annual base salary plus (ii) the Retention Bonus payable pursuant to the KERP (as described below).

Death/Disability:	If employment is terminated due to death or disability (other than for the CEO), severance is twice (2x) then-current annual base salary.  In the case of the CEO, such severance would equal 1x then-current annual base salary plus the Retention Bonus payable pursuant to the KERP (as described below).
Non-Solicitation/ Non-Compete:	One year following termination, unless executive was terminated without Cause (as defined in the agreement).

In connection with the Executive Employment Agreements and the KERP, the Company also terminated the following existing arrangements with Charles B. Lebovitz, Stephen D. Lebovitz and Jeffery V. Curry, the terms of which were superseded by the new arrangements:

• The non-competition agreements entered into with Charles B. Lebovitz and Stephen D. Lebovitz at the time of the Company’s initial public offering in November 1993, as described in the 2020 Proxy Statement.

• The limited severance arrangements approved for Jeffery V. Curry as an inducement to surrender his partnership in a national law firm to join the Company as its Chief Legal Officer in 2012, as described in the 2020 Proxy Statement.

Summary of the KERP

In order to incentivize and retain key personnel during the Company’s restructuring process, the Compensation Committee of the Board approved the KERP, pursuant to which all officers of the Company of the level of Senior Vice President and above will be eligible to receive a Retention Bonus Award in lieu of the annual cash bonuses such officers otherwise would have been eligible for with respect to the Company’s 2020 fiscal year (including cash bonus awards under the AIP for the NEOs as described in the 2020 Proxy Statement).  The amounts of the Retention Bonus were set at slightly reduced levels compared with the cash bonus received by each NEO under the AIP for 2019.

Key terms of the Retention Bonus Awards applicable to the NEOs may be summarized as follows:

Payment Terms:	Payable to each NEO on the first payroll payment date after the later of January 1, 2021 or the date on which the Company emerges from the Chapter 11 reorganization process.
Amount of KERP Retention Bonus for Each NEO:	Stephen D. Lebovitz, Chief Executive Officer Farzana Khaleel, Executive Vice President – Chief Financial Officer Charles B. Lebovitz, Chairman of the Board Michael I. Lebovitz, President Jeffery V. Curry, Chief Financial Officer and Treasurer	$953,000 $313,000 $414,000 $313,000 $201,000
Clawback:	Bonus payment to be returned to the Company if the executive voluntarily resigns or is terminated for Cause (as defined in the Retention Bonus Agreement) within 9 months (270 days) following receipt of the Retention Bonus.
Death/Disability:	If employment is terminated without Cause or due to death or disability, the executive will be entitled to receive the Retention Bonus payment.

The Company is providing similar Retention Bonus incentives under the KERP to seven additional senior officers, at an aggregate cost of $1,247,500 if all such bonuses are paid, and to additional employees constituting approximately 35% of the Company’s non-executive workforce at an aggregate cost of $4,027,600 if all such bonuses are paid.

The preceding summary descriptions of the terms of the Executive Employment Agreements and Retention Bonus Agreements applicable to the Company’s NEOs are not complete, and are qualified in their entirety by reference to the forms of such agreements which are filed as Exhibits 10.2 and 10.3 hereto.

ITEM 7.01 Regulation FD Disclosure

Beginning on June 18, 2020, the Company engaged in confidential discussions and negotiations under separate Confidentiality Agreements (the “NDAs”) with the Consenting Noteholders, in each case regarding potential strategic transactions to enhance the Company’s capital structure. As part of such discussions and negotiations, the Company’s management also made a presentation to the Consenting Noteholders in June of 2020.  

Pursuant to the NDAs, the Company agreed to publicly disclose certain information (the “Cleansing Material”) upon the occurrence of certain events set forth in the NDAs. A copy of the Cleansing Material is attached to this Current Report on Form 8-K as Exhibit 99.2. The Cleansing Material was prepared by the Company solely to facilitate a discussion with the parties to the NDAs and was not prepared with a view toward public disclosure and should not be relied upon to make an investment decision with respect to the Company. The Cleansing Material should not be regarded as an indication that the Company or any third party consider the Cleansing Material to be a reliable prediction of future events, and the Cleansing Material should not be relied upon as such. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of any Cleansing Material or undertakes any obligation to publicly update the Cleansing Material to reflect circumstances existing after the date when the Cleansing Material was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Cleansing Material are shown to be in error. In the event any transaction occurs in the future, the terms of any such transaction may be materially different than the terms set forth in the Confidential Information. However, no assurance can be given that any such transaction will occur at all.

Concurrently with such discussions with the Consenting Noteholders, the Company was also engaged in confidential discussions and negotiations with Wells Fargo Bank, National Association, as administrative agent (the “Agent’) for 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 part of such discussions and negotiations, on July 20, 2020, the Agent made a proposal to the Company on behalf of the lenders (the “Wells Proposal”) and, on August 5, 2020, the Company made a counterproposal to the Agent (the “Company Proposal”) in response to the prior proposal by the Agent. The Company intends to continue collaborative negotiations with its senior secured lenders in the meantime to attempt to reach a consensual arrangement with those lenders. In the event that such an arrangement were reached, the Company would seek to amend the RSA to include its senior secured lenders. The RSA may be amended by the Company and with the consent of Required Consenting Holders.

The foregoing description of the Cleansing Material and the Company Proposal do not purport to be complete and are qualified in their entirety by reference to the complete presentation of the Cleansing Material, the Wells Proposal and the Company Proposal attached as Exhibits 99.2, 99.3 and 99.4 hereto.

Additionally, in conjunction with the signing of the RSA the Company terminated its open-market payroll deduction employee stock purchase plan.

This communication contains forward-looking statements, including, in particular, statements about the term and the provisions of the Restructuring Support Agreement and the contemplated chapter 11 reorganization. These statements are based on the Company’s current assumptions, expectations and projections about future events. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that the expectations will prove to be correct.

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	Restructuring Support Agreement, dated as of August 18, 2020, between the Operating Partnership, REIT, Subsidiary Guarantors and Consenting Holders.
10.2	Form of Employee Agreement.
10.3	Form of Retention Bonus Agreement.
99.1	Press release dated August 19, 2020.
99.2	Cleansing Materials.
99.3	Term Sheet dated as of July 20, 2020.
99.4	Term Sheet dated as of August 5, 2020.
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: August 19, 2020

EX-10.1

Exhibit 10.1

Execution Version

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.

THIS RESTRUCTURING SUPPORT AGREEMENT IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE PARTIES THERETO.  ACCORDINGLY, THIS RESTRUCTURING SUPPORT AGREEMENT IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS.

THIS RESTRUCTURING SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTATION INCORPORATING THE TERMS SET FORTH HEREIN AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTATION AND THE APPROVAL RIGHTS OF THE PARTIES SET FORTH HEREIN AND IN SUCH DEFINITIVE DOCUMENTATION.

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 13.02, collectively, this “Agreement”) is made and entered into as of August 18, 2020 (the “Execution Date”), by and among the following parties (each of the following described in sub-clauses (i) and (ii) of this preamble, collectively, the “Parties”):¹

i. CBL & Associates Properties, Inc., a corporation incorporated under the Laws of Delaware (the “Company”), and each of its Affiliates listed on Exhibit A to this Agreement that has executed and delivered counterpart signature pages to this

¹ Capitalized terms used but not defined in the preamble and recitals to this Agreement have the meanings ascribed to them in Section 1.

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Agreement to counsel to the Consenting Noteholders (collectively and together with the Company, the “Company Parties”);and

ii. 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 Company Claims that have executed and delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively, the “Consenting Noteholders”).

RECITALS

WHEREAS, the Company Parties and the Consenting Noteholders have in good faith and at arm’s length negotiated or been apprised of certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structure on the terms set forth in this Agreement and as specified in the term sheet attached as Exhibit B hereto (the “Restructuring Term Sheet” and, such transactions as described in this Agreement and the Restructuring Term Sheet, collectively, the “Restructuring Transactions”);

WHEREAS, the Company Parties will implement the Restructuring Transactions through the commencement by the Company Parties of voluntary cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the cases commenced, the “Chapter 11 Cases”); and

WHEREAS, the Parties have agreed to take certain actions in support of the Restructuring Transactions on the terms and conditions set forth in this Agreement and the Restructuring Term Sheet;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Company Parties (jointly and severally) and each of the Consenting Noteholders (severally but not jointly), intending to be legally bound hereby, agrees as follows:

AGREEMENT

Section 1.Definitions and Interpretation.

1.01.Definitions.  Capitalized terms used but not defined in this Agreement have the meanings given to such terms in the Restructuring Term Sheet attached hereto.  Additionally, the following terms shall have the following definitions:

“2023 Missed Payment” has the meaning set forth in Section 4.02(b).

“2023 Notes” means CBL Limited Partnership’s 5.25% Senior Notes due 2023, issued in the aggregate principal amount of $450 million, pursuant to the Indenture.

“2026 Missed Payment” has the meaning set forth in Section 4.02(b).

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“2026 Notes” means CBL Limited Partnership’s 5.95% Senior Notes due 2026, issued in the aggregate principal amount of $625 million, pursuant to the Indenture.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made (including any affiliated funds of such Person). For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or otherwise, provided that, for the avoidance of doubt, with respect to the Company Parties, Affiliates shall not include any of the Company Parties’ joint venture partners.  

“Agreement” has the meaning set forth in the preamble.

“Agreement Effective Date” has the meaning set forth in Section 2.

“Agreement Effective Period” means, with respect to a Party, the period from the Agreement Effective Date to the Termination Date applicable to that Party.

“Akin Gump” means Akin Gump Strauss Hauer and Feld LLP.

“Alternative Restructuring Proposal” means any plan, inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, asset sale, share issuance, tender offer, recapitalization, plan of reorganization, share exchange, business combination, joint venture or similar transaction involving any one or more Company Parties, or any Affiliates of the Company Parties, or the debt, equity, or other interests in any one or more Company Parties or any Affiliates of the Company Parties, in each case other than the Restructuring Transactions.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.

“Bankruptcy Court” means the United States Bankruptcy Court administering the Chapter 11 Cases, in such jurisdiction as determined with the reasonable consent of the Required Consenting Noteholders and the Company Parties.

“Business Day” means any day other than a Saturday, Sunday, or a U.S. federal holiday as recognized by banking institutions in the City of New York.

“Causes of Action”means any action, Claim, cause of action, controversy, demand, right, action, lien, indemnity, existing equity interest, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character

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whatsoever, whether known, unknown, contingent or noncontingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured orunsecured, assertable directly or derivatively, in contract or in tort, in law or in equity, or pursuant to any other theory of law.

“CBL Limited Partnership” means CBL & Associates Limited Partnership, a Delaware limited partnership.

“Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.

“Claim” has the meaning ascribed to it in section 101(5) of the Bankruptcy Code.

“Common Equity Interests” means the common stock of the Company and the common units, and all classes of special common units of the CBL Limited Partnership.

“Company” has the meaning set forth in the preamble.

“Company Claims” means any Claim against a Company Party, including the Notes Claims.

“Company Interests” means any existing equity interest in the Company Parties.

“Company Parties” has the meaning set forth in the preamble.

“Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code, which Confirmation Order shall be in accordance with this Agreement and the Definitive Documentation.

“Consenting Noteholders” has the meaning set forth in the preamble.

“Definitive Documentation” has the meaning set forth in Section 3.

“Disclosure Statement” means the related disclosure statement with respect to the Plan, which Disclosure Statement shall be in accordance with this Agreement and the Definitive Documentation.

“Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.

“Execution Date” has the meaning set forth in the preamble.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Final Order” means an order or judgment of the Bankruptcy Court (or any other court of competent jurisdiction) entered by the Clerk of the Bankruptcy Court (or such other court) on the docket in the Chapter 11 Cases (or the docket of such other court), which has not been modified, amended, reversed, vacated or stayed and as to which (A) the time to appeal, petition for certiorari,

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or move for a new trial, stay, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, stay, reargument or rehearing shall then be pendingor (B) if an appeal, writ of certiorari, new trial, stay, reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court (or other court of competent jurisdiction) shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, stay, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, stay, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy Procedure, may be filed relating to such order, shall not cause an order not to be a Final Order.

“First Day Pleadings” means the first-day pleadings that the Company Parties determine, with the reasonable consent of the Required Consenting Noteholders, are necessary or desirable to file.

“Governmental Entity” means any U.S. or non-U.S. international, regional, federal, state, municipal or local governmental, judicial, administrative, legislative or regulatory authority, entity, instrumentality, agency, department, commission, court, or tribunal of competent jurisdiction (including any branch, department or official thereof).

“Indenture” means that certain Indenture, dated as of November 26, 2013, among CBL Limited Partnership, as issuer, the Company, as limited guarantor, and the Indenture Trustee, as amended, modified or supplemented by that certain First Supplemental Indenture dated as of November 26, 2013 by and among the CBL Limited Partnership, the Company, and the Indenture Trustee, the Second Supplemental Indenture dated as of December 13, 2016 by and among the CBL Limited Partnership, the Company and the Indenture Trustee and the Third Supplemental Indenture dated as of January 30, 2019 by and among CBL Limited Partnership, the Company, the subsidiary guarantors of the Company party thereto (the “Subsidiary Guarantors”), and the Indenture Trustee, pursuant to which the Notes are outstanding.

“Indenture Trustee” means Delaware Trust Company, as successor trustee under the Indenture.

“Law” means any law, constitution, statute, rule, regulation, ordinance, code, judgment, order, decree, treaty, convention, governmental directive or other legally enforceable requirement, U.S. or non-U.S., of any Governmental Entity, including common law.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same.

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“New Equity Interests” has the meaning set forth in the Restructuring Term Sheet.

“New Organizational Documents” means all organizational and governance documents for the reorganized Company and its direct and indirect subsidiaries.

“Non-Consenting Noteholder” has the meaning set forth in Section 12(b).

“Notes” means, collectively, the 2023 Notes, the 2024 Notes and the 2026 Notes.

“Notes Claims” means any Claim against a Company Party arising under, derived from, based on, or related to the Notes or the Indenture.

“Person” means an individual, firm, corporation (including any non-profit corporation), partnership, limited liability company, joint venture, association, trust, Governmental Entity or other entity or organization.

“Petition Date” means the date on which the Company Parties commence the Chapter 11 Cases.

“PJT Partners” means PJT Partners LP, as financial advisor to the Consenting Noteholders.

“Plan” means the joint chapter 11 plan of reorganization filed by the Company Parties in the Chapter 11 Cases to implement the Restructuring Transactions in accordance with this Agreement and the Definitive Documentation.

“Plan Effective Date” means the date on which all conditions to consummation of the Plan have been satisfied in full or waived, in accordance with the terms of the Plan, and the Plan becomes effective.

“Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan that will be filed by the Company Parties with the Bankruptcy Court in accordance with this Agreement and the Definitive Documentation.

“Preferred Equity Interests” means the preferred stock of the Company and the preferred units of the CBL Limited Partnership.

“Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Company Claims (or enter with customers into long and short positions in Company Claims), in its capacity as a dealer or market maker in Company Claims and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

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“Required Consenting Noteholders” means, as of the relevant date, Consenting Noteholders that collectively hold at least 75% of the aggregate outstanding principal amount of the Notes held by all such Consenting Noteholders.

“Restructuring Term Sheet” has the meaning set forth in the recitals.

“Restructuring Transactions” has the meaning set forth in the recitals.

“Section 16 Officer” means any employee of the Company Parties who is subject to the disclosure requirements of Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended.

“Securities Act” means the Securities Act of 1933, as amended.

“Solicitation Materials” means all solicitation materials in respect of the Plan together with the Disclosure Statement, which Solicitation Materials shall be in accordance with this Agreement and the Definitive Documentation.

“Termination Date” means the date on which termination of this Agreement as to a Party is effective in accordance with Sections 11.01, 11.02, 11.03, or 11.04.

“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions).

Interpretation

.  For purposes of this Agreement:

(a)in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;

(b)capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;

(c)unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

(d)unless otherwise specified, any reference herein to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended, restated, supplemented, or otherwise modified from time to time; provided that any capitalized terms herein which are defined with reference to another agreement, are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date hereof;

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(e)unless otherwise specified, all references herein to “Sections” are references to Sections of this Agreement;

(f)the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular portion of this Agreement;

(g)captions and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;

(h)references to “shareholders”, “directors”, and/or “officers” shall also include “members”, “partners”, and/or “managers”, as applicable, as such terms are defined under the applicable limited liability company or partnership Laws;

(i)the use of “include” or “including” is without limitation, whether stated or not;

(j)the phrase “counsel to the Company Parties” refers in this Agreement to counsel specified in Section 13.10(a);    

(k) the phrase “counsel to the Consenting Noteholders” refers in this Agreement to counsel specified in Section 13.10(b); and

(l)the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein.

Section 2.Effectiveness of this Agreement.  This Agreement shall become effective and binding upon each of the Parties at 12:01 a.m., prevailing New York local time, on the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement (the “Agreement Effective Date”):

(a)each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Consenting Noteholders;

(b)each of the Consenting Noteholders, who hold in the aggregate at least 54% of the aggregate outstanding principal amount of Notes shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties; and

(c)the Company Parties shall have timely paid all (i) invoiced and outstanding fees and expenses of Akin Gump, one local counsel, and PJT Partners (to the extent that such advisors are for the ad hoc group of Consenting Noteholders and not any individual Consenting Noteholder) and (ii) reasonable and documented out of pocket expenses of individual Consenting Noteholders (including fees and expenses of external counsel) not to exceed $250,000 in the aggregate.

Section 3.Definitive Documentation.

3.01.The documents related to or otherwise utilized to implement or effectuate the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include, without

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limitation, the following:  (A) the Plan and its exhibits, ballots, and solicitation procedures; (B) the Confirmation Order; (C)the Disclosure Statement; (D) the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (E) the First Day Pleadings and all orders sought pursuant thereto; (F) the PlanSupplement; (G) the Warrants and any related documentation; (H) the documentation issuing and setting forth the rights, preferences and privileges of the New Equity Interests; (I) the Registration Rights Agreement; (J) the New Organizational Documents; (K) the New Notesindenture and any related documentation; and (L) such other agreements and documentation reasonably desired or necessary to consummate and document the transactions contemplated by this Agreement, the Restructuring Term Sheet, and the Plan.

3.02.Upon completion, the Definitive Documentation and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, as they may be modified, amended, or supplemented in accordance with Section 12.  Further, the Definitive Documentation not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties and, the Required Consenting Noteholders; provided, however, that, notwithstanding the foregoing, the New Organizational Documents shall be acceptable only to the Required Consenting Noteholders; provided, further, however, that the Required Consenting Noteholders will consult with the Company Parties regarding such New Organizational Documents, provided, that nothing in the New Organizational Documents shall adversely impact the economic recovery of the holders of Common Equity Interests as set forth in the Restructuring Term Sheet.

Section 4. Commitments of the Consenting Noteholders.

4.01.General Commitments, Forbearances, and Waivers.

(a)During the Agreement Effective Period, each Consenting Noteholder severally, and not jointly, agrees to:

(i)support the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent reasonably necessary to implement the Restructuring Transactions, including, but not limited to, supporting any request by the Company Parties for further interest rate forbearance periods in advance of the commencement of the Chapter 11 Cases;

(ii)use commercially reasonable efforts to give, subject to applicable Laws, any notice, order, instruction, or direction to the Indenture Trustee necessary to give effect to the Restructuring Transactions; and

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(iii)negotiate in good faith and use commercially reasonable efforts toexecute and implement the Definitive Documentation that are consistent with this Agreement to which it is required to be a party;

(b)During the Agreement Effective Period, subject to applicable Laws and as otherwise set forth in this Agreement, each Consenting Noteholder severally, and not jointly, agrees that it shall not directly or indirectly:

(i)object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;

(ii)propose, file, support, or vote for any Alternative Restructuring Proposal;

(iii)fileanymotion,pleading,orother documentwith the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;

(iv)initiate, or have initiated on its behalf, any litigation or proceeding which would materially or unreasonably delay, impede, or interfere with the implementation or consummation of the Restructuring Transactions, other than to enforce this Agreement or any Definitive Documentation or as otherwise permitted under this Agreement; or

(v)object to, delay, impede, or take any other action to interfere with the Company Parties’ or their Affiliates’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; provided, however that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any Definitive Documentation.

Commitments with Respect to Chapter 11 Cases

(a).  

(a)During the Agreement Effective Period, each Consenting Noteholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Noteholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials:

(i)vote each of its Company Claims to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot that meet the requirements of Sections 1125 and 1126 of the Bankruptcy Code; provided, however, that the consent or votes of the Consenting Noteholders shall be immediately revoked and deemed null and void ab initio upon the occurrence of the Termination Date (other than a Termination Date as a result of the occurrence of the Plan Effective Date);

(ii)to the extent it is permitted to elect whether to opt out of the releases set forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) indicating such election; and

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(iii)not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses(i) and (ii) above; provided, however, that nothing in this Agreement shall prevent any Party from withholding, amending or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated in accordance with its terms with respect to such Party (other than a Termination Date as a result of the occurrence of the Plan Effective Date).

(b)During the Agreement Effective Period, each Consenting Noteholder, in respect of each of its Company Claims, will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is contemplated by and in accordance with this Agreement.

4.03.Waiver of Prior Events of Default.  The Consenting Noteholders acknowledge and agree that each of the Events of Default (as such term is defined under the Indenture) under the Indenture resulting from the failure by the Company to make each of the payments of (i) the interest payment originally due and payable on June 1, 2020 for the 2023 Notes (the “2023 Missed Payment”) and (ii) the interest payment originally due and payable on June 15, 2020 for the 2026 Notes (the “2026 Missed Payment”) are no longer continuing under the Indenture as a result of the Company making each of the 2023 Missed Payment and the 2026 Missed Payment in full on August 5, 2020. Further, in the event that either the Indenture Trustee or other holders of the 2023 Notes or 2026 Notes, as applicable, take any action to declare either or both of the 2023 Notes or the 2026 Notes immediately due and payable pursuant to Section 502 under the Indenture, solely due to either or both of Events of Default (as such term is defined under the Indenture) under the Indenture resulting from the 2023 Missed Payment or 2026 Missed Payment, the Consenting Noteholders agree (solely to the extent permitted under the Indenture) to rescind and cancel any such acceleration(s); provided, however, that in no event shall the Consenting Noteholders be required to provide an indemnity or bear responsibility for any out of pocket costs related to any such rescission and cancellation.

4.04.No Liabilities.  Notwithstanding any other provision in this Agreement, including this Section 4, nothing in this Agreement shall require any Consenting Noteholder to incur any expenses, liabilities or other obligations, or agree to any commitments, undertakings, concessions, indemnities or other arrangements that could result in expenses, liabilities or other obligations to any Consenting Noteholder.  Notwithstanding the immediately preceding sentence, nothing in this Section 4.04 shall serve to limit, alter or modify any Consenting Noteholder’s express obligations under the terms of this Agreement.

Section 5.Additional Provisions Regarding the Consenting Noteholders’ Commitments.  Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) subject to any confidentiality obligations set forth in the Indenture, this Agreement or in any confidentiality agreement entered into by a Company Party and the Consenting Noteholders, or the advisors to the Consenting Noteholders, affect the ability of any Consenting Noteholder to consult with any other Consenting Noteholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (b) impair or waive the rights of any Consenting Noteholder to assert or raise any objection permitted

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under this Agreement in connection with the Restructuring Transactions; (c) prevent any Consenting Noteholder from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (d) other than as may be required by a court of competent jurisdiction, including the Bankruptcy Court, require any Consenting Noteholder to provide any information that it determines, in its sole discretion, to be sensitive or confidential; (e) obligate a Consenting Noteholder to deliver a vote to support the Plan or prohibit a Consenting Noteholder from withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Plan Effective Date); provided, however, that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Plan Effective Date), such vote shall be deemed null and void ab initio and such Consenting Noteholder shall have the opportunity to change its vote; (f) (i) prevent any Consenting Noteholder from taking any action which is required by applicable Law or (ii) require any Consenting Noteholder to take any action which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal/professional privilege; (g) prevent any Consenting Noteholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; or (h) prohibit any Consenting Noteholder from taking any action that is not inconsistent with this Agreement.

Section 6.Commitments of the Company Parties.

6.01.Affirmative Commitments.  Except as set forth in Section 7, during the Agreement Effective Period, the Company Parties agree to:

(a)support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement, including the applicable milestones set forth in the Restructuring Term Sheet (the “Milestones”), provided that, notwithstanding anything to the contrary in this Agreement, nothing herein shall be deemed an approval by the Company to commence the Chapter 11 Cases, for which separate board approval shall be required;

(b)support and take all steps reasonably necessary and desirable to facilitate solicitation of the Plan in accordance with this Agreement and the Milestones;

(c)use commercially reasonable efforts to obtain entry of the Confirmation Order and to cause the Confirmation Order to become a Final Order;

(d)to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Plan or the Restructuring Transactions contemplated herein, use commercially reasonable efforts to negotiate in good faith with the Required Consenting Noteholders in an effort to agree to appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment;

(e)use commercially reasonable efforts to obtain any and all required regulatory (including self-regulatory) and/or third-party approvals for the Restructuring Transactions;

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(f)negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documentation and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement;

(g)to the extent the Company Parties receive any Joinders or Transfer Agreements, notify the Consenting Noteholders of such Joinders and Transfer Agreements as soon as practicable after receiving such Joinders or Transfer Agreements;

(h)provide draft copies of all substantive motions, documents, and other pleadings to be filed in the Chapter 11 Cases to counsel to the Consenting Noteholders if reasonably practicable at least two (2) Business Days prior to the date when the Company Parties intend to file such documents, and, without limiting any approval rights set forth in this Agreement, consult in good faith with counsel to the Consenting Noteholders regarding the form and substance of any such proposed filing; notwithstanding the foregoing, in the event that not less than two (2) Business Days’ notice is not reasonably practicable under the circumstances, the Company Parties shall provide draft copies of any such motions, documents, or other pleadings to counsel to the applicable Consenting Noteholders as soon as otherwise reasonably practicable before the date when the Company intends to file any such motion, documents, or other pleading;

(i)subject to any confidentiality agreements between the Company and the Consenting Noteholders and their advisors, provide, and direct their employees, officers, advisors, and other representatives to provide, to each of the Consenting Noteholders, and each of their respective legal and financial advisors, (i) reasonable access to the management and advisors of the Company Parties on reasonable advance notice to such persons and without disruption to the operation of the Company Parties’ business, and (ii) such other information as reasonably requested by the Consenting Noteholders or their respective legal and financial advisors;

(j)timely file a formal objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order, (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases;

(k)inform counsel to the Consenting Noteholders as soon as reasonably practicable after becoming aware of: (i) any notice of any commencement of any involuntary insolvency proceedings, legal suit for payment of debt or securement of security from or by any person in respect of any Company Party; (ii) a breach of this Agreement (including a breach by any Company Party); and (iii) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been materially incorrect or misleading in any material respect when made or deemed to be made;

(l)upon request of the Required Consenting Noteholders, inform Akin Gump and PJT Partners as to: (i) the material business and financial performance of the Company Parties and each of its and their direct and indirect subsidiaries, (ii) the status and progress of the Restructuring Transactions, including progress in relation to negotiations of the Definitive Documents and the

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status of any negotiations with other stakeholders, and (iii) the status of obtaining any necessary or desirable authorizations (including any consents) from any stakeholder or joint venture partner, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory or self-regulatory) body or any stock exchange;

(m)use commercially reasonable efforts to maintain the good standing of all Company Parties and any joint ventures or other entity in which any Company Party has an equity interest in under the Laws of the state or other jurisdiction in which they are incorporated or organized, provided, however, that the Company Parties’ obligations pursuant to this section 6.01(l) shall only apply if, and to the extent, a Company Party has authority to maintain such status per the terms of the joint venture or entity agreement;

(n)timely pay all fees and expenses as set forth in Section 13.23 of this Agreement; provided that the Company Parties shall not be responsible for any fees incurred after the termination of this Agreement (other than with respect to fees and expenses incurred after the termination of this Agreement due to the consummation of the Plan on the Plan Effective Date); and

(o)timely file a formal objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company Parties’ exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable.

6.02.Negative Commitments.  Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:

(a)object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;

(b)takeanyaction (i) thatisinconsistent in any material respectwith the Restructuring Transactions described in this Agreement or the Plan, (ii)is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in this Agreement or the Plan, or (iii) would have the effect of frustrating or impeding approval, implementation and consummation of the Restructuring Transactions described in this Agreement or the Plan;

(c)modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects;

(d)fileanymotion,pleading,orDefinitive Documentationwith the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement (including the consent rights of the Required Consenting Noteholders set forth herein as to the form and substance of such motion, pleading or Definitive Document) or the Plan; or

(e)seek or solicit any Alternative Restructuring Proposal.

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Section 7.Additional Provisions Regarding Company Parties’ Commitments.

7.01.Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, upon advice of external counsel, to continue performing under this Agreement, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would cause such Company Party or the board of directors, board of managers or similar governing body of a Company Party to violate applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 7.01 shall not be deemed to constitute a breach of this Agreement. At all times prior to the date on which the Company Parties enter into any definitive agreement in respect of an Alternative Restructuring Proposal that a majority of the board of directors, board of managers or similar governing body of a Company Party determines in good faith consistent with its fiduciary duties, after receiving advice from external counsel, is a proposal that represents a higher or otherwise better recovery to the Company’s stakeholders than the Restructuring Transactions contemplated herein and in the Restructuring Term Sheet, the Company Parties shall (x) provide to Akin Gump and PJT Partners a copy of any written offer or proposal (and notice and a description of any oral offer or proposal) for such Alternative Restructuring Proposal, in each case, identifying the Person making such Alternative Restructuring Proposal and specifying in detail the material terms and conditions of such Alternative Restructuring Proposal within two (2) Business Day of the Company Parties’ or their advisors’ receipt of such offer or proposal and (y) provide such information to Akin Gump and PJT Partners regarding such discussions (including copies of any materials provided to such parties hereunder) as necessary to keep Akin Gump and PJT Partners contemporaneously informed as to the status and substance of such discussions.  The Company Parties shall have first exercised their right in accordance with Section 11.02(c) of this Agreement to declare a termination event prior to the date on which the Company Parties enter into a definitive agreement in respect of such an Alternative Restructuring Proposal or make a public announcement regarding their intention to do so.  Upon any determination by any Company Party to exercise a fiduciary out, the other Parties to this Agreement shall be immediately and automatically relieved of any obligation to comply with their respective covenants and agreements herein in accordance with Section 11.05 hereof.

7.02.Nothing in this Agreement shall: (a) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; or (b) prevent any Company Party from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

Section 8.Transfer of Interests and Securities.

8.01.During the Agreement Effective Period, no Consenting Noteholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Exchange Act) in any Company Claims, in whole or in part, to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless:  either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, either (x) a transfer agreement in the form attached here to as Exhibit C (each,

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a “Transfer Agreement”) or (y) a joinder in the form attached hereto as Exhibit D (each, a “Joinder”) or (ii) the transferee is a Consenting Noteholderor an affiliate thereof and the transferee provides notice of such Transfer (including the amount and type of Company Claim Transferred) to counsel to the Consenting Noteholders by the close of business on the second Business Day following such Transfer.

8.02.Upon compliance with the requirements of Section 8.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims.  With respect to Company Claims held by the relevant transferee upon consummation of a Transfer, such transferee is deemed to make all of the representations and warranties of a Consenting Noteholder and undertake all obligations relevant to such transferor (including, for the avoidance of doubt, the commitments made in Section 4.02) set forth in this Agreement.  Any Transfer in violation of Section 8.01 shall be null and void ab initio.

8.03.This Agreement shall in no way be construed to preclude any Consenting Noteholders from acquiring additional Company Claims; provided, however, that (a) such additional Company Claims shall automatically and immediately upon acquisition by a Consenting Noteholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or to each of counsel to the Consenting Noteholders) and (b) such Consenting Noteholder must provide notice of such acquisition (including the amount and type of Company Claim acquired) to counsel to the Company Parties within three (3) Business Days of such acquisition.  

8.04.This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Noteholder to Transfer any of its Company Claims.  Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

8.05.Notwithstanding Section 8.01, (a) a Consenting Noteholder may Transfer any Company Claims to an Entity that is an Affiliate, affiliated fund, or affiliated entity with a common investment advisor, which Entity shall automatically be bound by this Agreement upon the Transfer of such Company Claims and (b) a Qualified Marketmaker that acquires any Company Claims with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims if such Qualified Marketmaker subsequently Transfers such Company Claims (by purchase, sale assignment, participation, or otherwise) to a transferee that is a Consenting Noteholder or a transferee who executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement, provided that the original Consenting Noteholder shall remain bound by the terms of this Agreement until such time as the Qualified Marketmaker transfers the Company Claims to a transferee that delivers a Transfer Agreement.  

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8.06.Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any Liens or encumbrances on any Company Claims in favor of a bank or broker-dealer holding custody of such Company Claims in the ordinary course of business and which Lien or encumbrance is released upon the Transfer of such Company Claims.

Representations and Warranties of Consenting Noteholders

.  Each Consenting Noteholder severally, and not jointly, represents and warrants that, as of the date such Consenting Noteholder executes and delivers this Agreement:

(a)it beneficially holds, or advises or manages for a beneficial holder, the face amount of the Company Claims reflected in such Consenting Noteholder’s signature page to this Agreement, a Joinder or a Transfer Agreement, as applicable (as may be updated pursuant to Section 8);

(b)it has the full power and authority to act on behalf of, vote and consent to matters concerning, such Company Claims;

(c)such Company Claims are free and clear of any pledge, Lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would materially and adversely affect such Consenting Noteholder’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed;

(d)it is (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (ii) not a “U.S.” person as defined in Regulation S under the Securities Act, or (iii) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, in each case with sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement and to consult with its legal and financial advisors with respect to its investment decision to execute this Agreement, and it has made its own analysis and decision to enter into this Agreement;

(e)it has reviewed, or has had the opportunity to review, with the assistance of professional and legal advisors of its choosing, all information it deems necessary and appropriate for it to evaluate the financial risks inherent in the Restructuring Transactions and the terms of the Plan; and

(f)it has all necessary power and authority to vote, approve changes to, and Transfer all of its Company Claims referable to it as contemplated by this Agreement subject to applicable Law.

Mutual Representations, Warranties, and Covenants

. Each of the Parties, severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:

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(a)it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(b)except as expressly provided in this Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;

(c)the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;

(d)except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and

(e)except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.

Termination Events

.

Consenting Noteholder Termination Events

. This Agreement may be terminated by the Required Consenting Noteholders by the delivery to the Company Parties of a written notice in accordance with Section 13.10 hereof upon the occurrence of the following events:

(a)(x) any Company Party shall have breached (other than an immaterial breach) its obligations under this Agreement, which breach (to the extent curable) is not cured within five (5) Business Days after the giving of written notice of such breach in accordance with Section 13.10 hereof, or (y) a Company Party files, publicly announces, or informs counsel to the Consenting Noteholders of its intention to file a chapter 11 plan that contains terms and conditions that: (i) do not provide the Consenting Noteholders, as applicable, with the economic recovery set forth in the Restructuring Term Sheet or (ii) are not otherwise consistent in all material respects with this Agreement and the Restructuring Term Sheet;

(b)any Company Party shall have breached (other than an immaterial breach) any representation, warranty, or covenant of such Company Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) Business Days after written notice and a description of such breach is provided to the Company Parties;

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(c)the issuance by any Governmental Entity of any final, non-appealable ruling or order that (i) would reasonably be expected to prevent the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for ten (10) Business Days after the RequiredConsenting Noteholders transmit a written notice in accordance with Section 13.10 hereof detailing any such issuance;

(d)the entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the Required Consenting Noteholders), (i) converting one or more of the Chapter 11 Cases of a Company Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Company Party, or (iii) rejecting this Agreement;

(e)the Bankruptcy Court enters an order denying confirmation of the Plan;

(f)any Company Party files with the Bankruptcy Court any motion or application seeking authority to sell any material assets outside the ordinary course of business without the prior written consent of the Required Consenting Noteholders (such consent not to be unreasonably withheld), provided that the Consenting Noteholder Termination Event in this section shall not apply if the aggregate purchase price of such assets is less than $15 million, provided that the Company Parties shall segregate the proceeds from such sales for the benefit of the Consenting Noteholders;

(g)the occurrence of any one of the following events:

(i)the Company Parties or any Affiliate of the Company Parties files a motion, application, adversary proceeding, or Cause of Action challenging the validity, enforceability or priority of, or seeking avoidance or subordination of the Notes Claims; or

(ii)the Company Parties or any Affiliate of the Company Parties support any application, adversary proceeding, or Cause of Action referred to in the immediately preceding clause (i) filed by a third party, or consents to the standing of any such third party to bring such application, adversary proceeding, or Cause of Action;

(h)the modification in any material respect of the employment terms of any member of the Section 16 Officers without the consent of the Required Consenting Noteholders;

(i)the failure to comply with or achieve any one of the Milestones, unless such Milestone is extended with the express prior written consent of the Required Consenting Noteholders (such consent not to be unreasonably withheld), which consent may be provided via email from counsel to the Required Consenting Noteholders;

(j)any Company Party (i) files, amends, or modifies, or files a pleading seeking approval of, any Definitive Document or authority to amend or modify any Definitive Document,

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in a manner that is inconsistent with, or constitutes a breach of, this Agreement, without the prior written consent of the Required Consenting Noteholders,(ii) withdraws the Plan without the prior consent of the Required Consenting Noteholders, or (iii) publicly announces its intention to take any such acts listed in the foregoing clause (i) or (ii), in the case of each of the foregoing clauses (i) through (ii), which remains uncured (to the extent curable) for five(5) Business Days after such terminating Consenting Noteholders transmit a written notice in accordance with Section13.10 detailing any such breach;

(k)upon delivery of notice by a Company Party pursuant to Section 7.01; or

(l)any Company Party fails to pay the fees and expenses set forth in Section 13.23 as and when required; provided, however, that the Plan Effective Date shall not occur until and unless the fees and expenses set forth in Section 13.23 shall have been paid in full.

Company Party Termination Events

.  Any Company Party may terminate this Agreement as to all Parties upon prior written notice to all Parties in accordance with Section 13.10 hereof upon the occurrence of any of the following events:

(a)the breach in any material respect by Consenting Noteholders holding an amount of Notes that would result in non-breaching Consenting Noteholders holding less than two-thirds (66.67%) of the aggregate principal amount of Notes held by all of the Consenting Noteholders of any provision set forth in this Agreement that remains uncured for a period of three (3) Business Days after the receipt by such Consenting Noteholders of notice of such breach;

(b)the issuance by any Governmental Entity of any final, non-appealable ruling or order that (i) would reasonably be expected to prevent the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for ten (10) Business Days after such terminating Company Party transmits a written notice in accordance with Section 13.10 hereof detailing any such issuance; provided, however, that this termination right shall not apply to or be exercised by any Company Party if any Company Party sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement; provided, further, however, that nothing in this paragraph is intended to limit the rights of the Company Parties as set forth in Section 7.01;

(c)the board of directors, board of managers, or similar governing body of a Company Party determines, after receiving written advice from external counsel, that, based on such advice, continued performance under this Agreement would violate applicable Law or would be inconsistent with the exercise of its fiduciary duties under applicable Law; or

(d)the entry of an order by the Bankruptcy Court (i) converting one or more of the Chapter 11 Cases of a Company Party to a case under chapter 7 of the Bankruptcy Code or (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Company Party; provided, however, that this termination right shall not apply to or be exercised by any Company Party if any Company Party sought or requested such order or appointment in

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contravention of any obligation or restriction set out in this Agreement or otherwise violated Section Error! Reference source not found..  

11.03.Mutual Termination.  This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement among all of the following: (a) the Required Consenting Noteholders and (b) each Company Party.

11.04.Automatic Termination.  This Agreement shall terminate automatically without any further required action or notice immediately upon the Plan Effective Date.

11.05.Effect of Termination.  Upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force and effect as to such Party and each Party subject to such termination shall be released from its commitments, undertakings, and agreements under or related to this Agreement and shall have the rights and remedies that it would have had, had it not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring Transactions or otherwise, that it would have been entitled to take had it not entered into this Agreement, including with respect to any and all Claims or Causes of Action.  Upon the occurrence of a Termination Date prior to the Confirmation Order being entered by a Bankruptcy Court, any and all consents or ballots tendered by the Parties subject to such termination before a Termination Date shall be deemed, for all purposes, to be null and void ab initio from the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring Transactions and this Agreement or otherwise.  Nothing in this Agreement shall be construed as prohibiting a Company Party or any of the Consenting Noteholders from contesting whether any such termination is in accordance with its terms or to seek enforcement of any rights under this Agreement that arose or existed before a Termination Date.  Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of any Company Party or the ability of any Company Party to protect and reserve its rights (including rights under this Agreement), remedies, and interests, including any Causes of Action against any Consenting Noteholder, and (b) any right of any Consenting Noteholder, or the ability of any Consenting Noteholder, to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Company Party or Consenting Noteholder.  No purported termination of this Agreement shall be effective under this Section 11 or otherwise if the Party seeking to terminate this Agreement is in material breach of this Agreement.  Nothing in this Section 11.05 shall restrict any Company Party’s right to terminate this Agreement in accordance with Section 11.02(c).

Amendments and Waivers

.

(a)This Agreement may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any manner except in accordance with this Section 12.

(b)Except as otherwise provided herein, this Agreement may not be modified, amended, amended and restated or supplemented without the express prior written consent of the Company Parties and the Required Consenting Noteholders (in each case, in their sole discretion);

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provided, however, that if the proposed modification, amendment or supplement has a material, disproportionate (as compared to the other Consenting Noteholders) and adverse effect on any of the Consenting Noteholders, then the consent of each such affected Consenting Noteholder shall also be required to effectuate such modification, amendment or supplement. In the event that an adversely affected Consenting Noteholder (“Non-Consenting Noteholder”) does not consent to a modification, amendment and restatement or supplement to this Agreement, but such modification, amendment and restatement or supplement receives the consentof the Required Consenting Noteholders, this Agreement shall be deemed to have been terminated only as to such Non-Consenting Noteholder, but this Agreement shall continue in full force and effect in respect of all other Consenting Noteholders who have so consented.

(c)Any proposed modification, amendment, waiver or supplement that does not comply with this Section 12 shall be ineffective and null and void ab initio.

(d)The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.  No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy.  All remedies under this Agreement are cumulative and are not exclusive of any other remedies provided by Law.

Section 13.Miscellaneous.

Acknowledgement

.  Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be an offer with respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise.  Any such offer or solicitation will be made only in compliance with all applicable securities Laws, provisions of the Bankruptcy Code, and/or other applicable Law.

Exhibits Incorporated by Reference

; Conflicts.  Each of the exhibits, annexes, signatures pages, and schedules attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and schedules. In the event of any inconsistency between this Agreement (without reference to the exhibits, annexes, and schedules hereto) and the exhibits, annexes, and schedules hereto, this Agreement (without reference to the exhibits, annexes, and schedules thereto) shall govern.  

Further Assurances

.  Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring Transactions, as applicable; provided, however, that this Section 13.03 shall not limit the right of any party hereto

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to exercise any right or remedy provided for in this Agreement (including the approval rights set forth in Section 3.02).

Complete Agreement

.  Except as otherwise explicitly provided herein, this Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, among the Parties with respect thereto, other than any Confidentiality Agreement.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM

.  THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.  Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State of New York, Borough of Manhattan, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement.  Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in the Bankruptcy Court, and solely in connection with claims arising under this Agreement:  (a) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Bankruptcy Court; and (c) waives any objection that the Bankruptcy Court is an inconvenient forum or does not have jurisdiction over any Party hereto.

Trial by Jury Waiver

.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Execution of Agreement

.  This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement.  Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.

Rules of Construction

.  This Agreement is the product of negotiations among the Company Parties and each of the Consenting Noteholders, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.  The Company Parties and the Consenting Noteholders were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel.  

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Successors and Assigns; Third Parties

.  This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable.  There are no third party beneficiaries under this Agreement, and the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other Entity except as expressly permitted hereby. 

Notices

.  All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):

(a)if to a Company Party, to:

CBL & Associates Properties, Inc.

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee 37421-6000

Attention: Stephen Lebovitz, Chief Executive Officer

Jeff Curry, Chief Legal Officer

E-mail addresses:   Stephen.Lebovitz@cblproperties.com

Jeff.Curry@cblproperties.com

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Ray C. Schrock, P.C.
Moshe A. Fink

E-mail addresses: ray.schrock@weil.com
moshe.fink@weil.com

(b)if to a Consenting Noteholder, as set forth on the signature page for such Consenting Noteholder to this Agreement, a Transfer Agreement or a Joinder, as applicable, with a copy to (which shall not constitute notice):

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

Bank of America Tower

New York, NY 10036-6745

Attention:  Michael S. Stamer

Meredith A. Lahaie

Daniel G. Walsh

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Email addresses:mstamer@akingump.com

mlahaie@akingump.com

dwalsh@akingump.com

Any notice given by delivery, mail, or courier shall be effective when received.

Enforceability of Agreement

.  Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

Waiver

.  If the Restructuring Transactions are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights and nothing herein shall constitute or be deemed to constitute such Party’s consent or approval of any chapter 11 plan of reorganization for the Company Parties or any waiver of any rights such Party may have under any subordination agreement.  Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms or the payment of damages to which a Party may be entitled under this Agreement.

Specific Performance

.  It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party, and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

Several, Not Joint, Claims

.  Except where otherwise specified, the agreements, representations, warranties, and obligations of the Parties under this Agreement are, in all respects, several and not joint.

Severability and Construction

.  If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement for each Party remain valid, binding, and enforceable

13.16.Survival. Notwithstanding (a) any Transfer of any Company Claims in accordance with Section 8 or (b) the termination of this Agreement in accordance with its terms, the agreements and obligations of the Parties in Section 11.05, Section 13 (except for Section 13.23 with respect to fees and expenses incurred after the termination of this Agreement (other than with respect to fees and expenses incurred after the termination of this Agreement due to the consummation of the Plan on the Plan Effective Date)), and the Confidentiality Agreements shall

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survive such Transfer and/or termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof and thereof.

Remedies Cumulative

.  All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

13.18.Capacities of Consenting Noteholders.  Each Consenting Noteholder has entered into this Agreement on account of all Company Claims that it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in this Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement with respect to all such Company Claims; provided, however, that the foregoing shall not include any Company Claims held by any such Consenting Noteholder as of the Agreement Effective Date other than Notes Claims; provided, further, however, that any Person (other than any Consenting Noteholder as of the Agreement Effective Date and any of its its Affiliates) that becomes a party hereto as a Consenting Noteholder pursuant to this Agreement following the Agreement Effective Date agrees that it shall cause its Affiliates that hold Company Claims (directly or through discretionary accounts that it manages or advises) to comply with the provisions of this Agreement as if such Affiliate was a Consenting Noteholder.

13.19.Relationship Among Consenting Noteholders.  

(a)Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Noteholders under this Agreement shall be several, not joint, with respect to each Consenting Noteholder.  None of the Consenting Noteholders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities in any kind or form to each other, any Consenting Noteholder, any Company Party, or any of the Company Party’s respective creditors or other stakeholders, and there are no commitments among or between the Consenting Noteholders as a result of this Agreement or the transactions contemplated herein or in the Restructuring Term Sheet, in each case except as expressly set forth in this Agreement.  No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity, and it is hereby expressly acknowledged by the Consenting Noteholders, on the one hand, and the Company Parties, on the other, that they are in privity with each other and that no Consenting Noteholder is in privity with any other Consenting Noteholder in connection with this Agreement or any of the transactions contemplated hereby.  The Consenting Noteholders represent and warrant that as of the date hereof and for so long as this Agreement remains in effect, the Consenting Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Company Parties.  No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement, and each Consenting Noteholder shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary for any other Consenting Noteholder to be joined as an additional party in any proceeding for such purpose.  Nothing contained in this Agreement, and no action taken by any Consenting Noteholder pursuant hereto is intended to constitute the

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Consenting Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Consenting Noteholder is in any way acting in concert or as a member of a “group” with any other Consenting Noteholder or Consenting Noteholders within the meaning of Rule 13d-5 under the Exchange Act.  For the avoidance of doubt: (1) each Consenting Noteholder is entering into this Agreement directly with the Company and not with any other Consenting Noteholder, (2) no other Consenting Noteholder shall have any right to bring any action against any other Consenting Noteholder with respect this Agreement (or any breach thereof) and (3) no Consenting Noteholder shall, nor shall any action taken by a Consenting Noteholder pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Noteholder with respect to the obligations under this Agreement nor shall this Agreement create a presumption that the Consenting Noteholders are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Noteholder by the Company and vice versa, and the use of a single document is for the convenience of the Company. The decision to commit to enter into the transactions contemplated by this Agreement has been made independently.

(b)The Company Parties understand that the Consenting Noteholders are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Noteholders that principally manage and/or supervise the Consenting Noteholder’s investment in the Company Parties, and shall not apply to any other trading desk or business group of the Consenting Noteholder so long as they are not acting at the direction or for the benefit of such Consenting Noteholder.

13.20.Email Consents.  Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement, pursuant to Section 3.02, Section 12, or otherwise, including a written approval by the Company Parties or the Required Consenting Noteholders, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

13.21.Settlement Discussions.  This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. Nothing in this Agreement shall be deemed an admission of any kind.  Pursuant to Federal Rule of Evidence 408, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement, and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms of this Agreement.

13.22.Good Faith Cooperation. The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent reasonably practicable) in respect of all matters concerning the implementation and consummation of the Restructuring.

13.23.Fees and Expenses.  Regardless of whether the Restructuring Transactions are consummated, the Company Parties shall within three (3) Business Days of receipt of an invoice,

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pay in cash or reimburse all reasonable and documented fees and out-of-pocket expenses (regardless of whether such fees and expenses were incurred before or after the Petition Date) of any advisors, whether retained directly or indirectly, of the Consenting Noteholders, including: (i) Akin Gump, as legal counsel to the Consenting Noteholders; (ii) PJT Partners, as the financial advisor retained on behalf of the Consenting Noteholders; (iii) one local counsel to the Consenting Noteholders;(iv) any other professionals or advisors retained bythe Consenting Noteholders with the consent of the Company (such consent not to be unreasonably withheld); and (v) reasonable and documented out of pocket expenses of individual Consenting Noteholders (including fees and expenses of external counsel)in amount not to exceed $250,000 in the aggregate (collectively, the “Consenting Noteholder Fees and Expenses”);provided, however,that all outstanding invoices of such professionals and advisors shall be paid in full by the Petition Date.

13.24.Public Disclosure; Confidential Information.  Under no circumstances may any Party make any public disclosure of any kind that would disclose either: (i) the holdings of any Consenting Noteholders (including the signature pages hereto, which shall not be publicly disclosed or filed) or (ii) the identity of any Consenting Noteholder without the prior written consent of such Consenting Noteholder or the order of a Bankruptcy Court or other court with competent jurisdiction, or as may otherwise be required by law.  Any obligations the Company may have under or in connection with this Agreement to furnish Confidential Information to a Consenting Noteholder shall be subject to such any confidentiality agreement in place between the Company and such Consenting Noteholder.

13.25.Withholding.  The Company Parties shall each be entitled to deduct and withhold (or cause to be deducted or withheld) from amounts otherwise payable and deliverable to any Person hereunder such amounts as it is required to deduct and withhold with respect to the making of the relevant payment under applicable law.  The Company Parties shall use commercially reasonable efforts to provide the payment recipient with reasonable advance notice of any withholding that it intends to make pursuant to this provision, and shall use its commercially reasonable efforts to cooperate with such payment recipient to minimize any applicable withholding.  To the extent that amounts are deducted and withheld, such amounts shall be paid to the appropriate Governmental Authority and treated for all purposes as having been paid to the Person in respect of which such deduction and withholding was made.  The Parties agree not to treat the Notes as a “United States real property interest” within the meaning of section 897(c)(1) of title 26 of the United States Code and no Party shall take any position (whether in audits, tax returns, or otherwise) that is inconsistent with the foregoing treatment unless required to do so by applicable law.

[Remainder of Page Intentionally Blank.]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written.

Company Parties

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

CBL & ASSOCIATES PROPERTIES, INC.,

By:       /s/ Farzana Khaleel

Name:  Farzana Khaleel

Title:    Executive Vice President and

             Chief Financial Officer

[Signature Page to the Restructuring Support Agreement]

EXHIBIT ACompany Parties

CBL & Associates Limited Partnership

Page 30

EXHIBIT BCBL & Associates Properties, Inc.Restructuring Term Sheet

August 18, 2020

THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCE OR REJECTION OF A CHAPTER 11 PLAN OF REORGANIZATION PURSUANT TO THE BANKRUPTCY CODE.  ANY SUCH OFFER OR SOLICITATION WILL BE MADE ONLY IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND, IF APPLICABLE, PROVISIONS OF THE BANKRUPTCY CODE.  THIS TERM SHEET IS BEING PROVIDED IN FURTHERANCE OF SETTLEMENT DISCUSSIONS AND IS ENTITLED TO PROTECTION PURSUANT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY SIMILAR FEDERAL OR STATE RULE OF EVIDENCE.  THE TRANSACTIONS DESCRIBED IN THIS TERM SHEET ARE SUBJECT IN ALL RESPECTS TO, AMONG OTHER THINGS, EXECUTION AND DELIVERY OF DEFINITIVE DOCUMENTATION AND SATISFACTION OR WAIVER OF THE CONDITIONS PRECEDENT SET FORTH THEREIN.

NOTHING IN THIS TERM SHEET SHALL CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, A STIPULATION OR A WAIVER, AND EACH STATEMENT CONTAINED HEREIN IS MADE WITHOUT PREJUDICE, WITH A FULL RESERVATION OF ALL RIGHTS, REMEDIES, CLAIMS AND DEFENSES OF THE COMPANY PARTIES AND ANY CREDITOR PARTY.THIS TERM SHEET DOES NOT INCLUDE A DESCRIPTION OF ALL OF THE TERMS, CONDITIONS, AND OTHER PROVISIONS THAT ARE TO BE CONTAINED IN THE DEFINITIVE DOCUMENTATION, WHICH REMAIN SUBJECT TO DISCUSSION, NEGOTIATION AND EXECUTION.EXCEPT AS PROVIDED IN THE RESTRUCTURING SUPPORT AGREEMENT, THIS TERM SHEET, AND THE TERMS CONTAINED HEREIN, ARE CONFIDENTIAL.

Summary Of Principal Terms
Of Proposed Restructuring Transactions

This term sheet (the “Term Sheet”) sets forth certain key terms of a proposed restructuring transaction (the “Transaction”) with respect to the existing debt and other obligations of CBL & Associates Properties, Inc. and certain of its affiliates and subsidiaries (collectively, the “Company Parties” or the “Company”).  This Term Sheet is the “Restructuring Term Sheet” referenced as Exhibit B in that certain Restructuring Support Agreement, dated as of August 18, 2020 (as the same may be amended, modified or supplemented, the “RSA”), by and among the Company Parties and the Consenting Noteholders party thereto.  Capitalized terms used but not otherwise defined in this Term Sheet shall have the meanings given to such terms in the RSA.  This Term Sheet supersedes any proposed summary of terms or conditions regarding the subject matter hereof and dated prior to the date hereof.  Subject to the RSA, the Transaction will be implemented through pre-packaged or pre-negotiated Chapter 11 Cases pursuant to the Plan.

Treatment of Claims and Interests

The below summarizes the treatment to be received on or as soon as practicable after the Plan Effective Date (as defined below) by holders of claims against, and interests in, the Company pursuant to the Transaction.

Administrative, Priority, and Tax Claims Allowed administrative, priority, and tax claims will be satisfied in full, in cash, or otherwise receive treatment reasonably acceptable to the Company Parties and the Required Consenting Noteholders and consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.

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Bank Claims	On the Plan Effective Date, each holder of an allowed Claim (each a “Bank Claim”) under that certain 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 the CBL Limited Partnership, as borrower, the Company Parties thereto, the lenders from time to time party thereto (the “Bank Lenders”), and Wells Fargo Bank, National Association, as administrative agent (“Administrative Agent”) for itself and for the benefit of the Bank Lenders shall receive either: (a) treatment as is acceptable to the Company and the Required Consenting Noteholders in a manner consistent with the Bankruptcy Code, including, but not limited to, section 1129(b) of the Bankruptcy Code; or (b) such treatment as determined by the Bankruptcy Court.
Other Secured Claims	Secured Claims (other than Bank Claims) shall be reinstated, unimpaired, or receive treatment reasonably acceptable to the Company Parties and the Required Consenting Noteholders.
Notes Claims	On the Plan Effective Date, each holder of an allowed Notes Claim shall receive its pro rata share of (a) $49.6 million of Cash consideration (such Cash consideration to be reduced by the amount of any interest payments made by the Company Parties, if any, during the Agreement Effective Period); (b) $500 million of 10% first-priority secured notes due June 2028 having the terms set forth on Exhibit 1 hereto (the “New Notes”); and (c) 90% of the common equity in the reorganized Company (the “New Equity Interests”), subject to dilution by the Warrants, the Management Incentive Plan (each as defined below) and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the Company from time to time after the Plan Effective Date, as set forth herein.   To the extent the holders of Bank Claims do not vote to accept the Plan as class, the treatment of Notes Claims may be modified on terms acceptable to the Company Parties and the Required Consenting Noteholders and consistent with the Bankruptcy Code.
Property Level Debt and Guarantee Claims	To the extent that a debtor in the Chapter 11 Cases is a borrower or guarantor on property level debt, such property level debt and guarantee claims shall be reinstated, unimpaired, or receive treatment acceptable to the Required Consenting Noteholders and the Company Parties.2
General Unsecured Claims	Unsecured Claims other than Notes Claims shall receive treatment reasonably acceptable to the Company Parties and the Required Consenting Noteholders.
Intercompany Claims and Company Interests	Intercompany claims and Company Interests shall be reinstated, unimpaired, compromised, or cancelled, at the election of the Company and the Required Consenting Noteholders such that intercompany claims and Company Interests are treated in a tax-efficient manner.

² The entities to be debtors in the Chapter 11 Cases shall be reasonably acceptable to the Company Parties and Required Consenting Noteholders.

³ Percentage of New Equity Interests for existing preferred and common shareholders to total 10%.  Company to determine equity splits in consultation with the Required Consenting Noteholders.

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Preferred Equity Interests	If holders of Preferred Equity Interests vote to accept the Plan as a class, each holder of an allowed Preferred Equity Interest shall receive its pro rata share of [TBD]3% of the New Equity Interests and [TBD]% of the Warrants (as defined below), which New Equity Interests shall be subject to dilution by the Warrants, the Management Incentive Plan and subsequent issuances of common stock (including securities or instruments convertible into common equity) by the Company from time to time after the Plan Effective Date, as set forth herein.   If holders of Preferred Equity Interests vote to reject the Plan as a class, holders of Preferred Equity Interests shall receive no recovery under the Plan. Cash out option for preferred shares in the amount of $5 million and on terms reasonably acceptable to the Company Parties and Required Consenting Noteholders.
Common Equity Interests and Special Common Units	If holders of Common Equity Interests and limited partnership units of CBL & Associates Limited Partnership designated as special common units (the “Special Common Units”) vote to accept the Plan as a class, each holder of existing Common Equity Interests and Special Common Units shall receive its pro rata share of [TBD] % of the New Equity Interests and [TBD]% of the Warrants (as defined below) on terms and conditions consistent with the term sheet attached hereto as Exhibit 2 (the “Warrants”), which New Equity Interests shall be subject to dilution by the Warrants and the Management Incentive Plan and subsequent issuances of common stock (including securities or instruments convertible into common stock) by the Company from time to time after the Plan Effective Date.  If holders of Common Equity Interests and Special Common Units vote to reject the Plan as a class, holders of Common Equity Interests and Special Common Units shall receive no recovery under the Plan.
Modifications to Treatment of Claims	To the extent that any Claims or Interests are required or permitted to share in the consideration provided to the holders of Notes Claims as set forth in this Term Sheet, the treatment of Notes Claims and other Claims and Interests may be modified on terms acceptable to the Company Parties and the Required Consenting Noteholders and consistent with the Bankruptcy Code.

Other Terms of The Transaction

Corporate Governance

The terms and conditions of the new corporate governance documents of the reorganized Company (including the bylaws and certificates of incorporation or similar documents, among other governance documents of each of the Company Parties, collectively, the “Corporate Governance Documents”), as well as the structure and other governance matters, shall be acceptable to and determined by the Required Consenting Noteholders in their sole discretion;provided that the Required Consenting Noteholders will consult with the Company Parties regarding such Corporate Governance Documents,provided further that nothing in the Corporate Governance Documents shall adversely impact the economic recovery of the holders of Preferred Equity Interests, Common Equity Interests, or Special Common Units as set forth in this Term Sheet.

Board of Directors

The initial board or other governing body of the reorganized Company (the “New Board”) shall consist of seven (7) members in total, which shall include the current Chief Executive Officer, five (5) members selected by the Required Consenting Noteholders and one (1) member selected by the Company Parties and reasonably acceptable to the Required Consenting Noteholders (it being understood that Charles Lebovitz is acceptable to the Required Consenting Noteholders).  The Required Consenting Noteholders agree to consult with the Company Parties regarding the selection of the five (5) members with the understanding that the selection of such members shall be in the sole discretion of the Required Consenting Noteholders.

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Management Incentive Plan	On or after the Plan Effective Date, the reorganized Company shall adopt a management incentive plan (the “Management Incentive Plan”) which shall provide for the grant of up to 10% of the New Equity Interests (or warrants or options to purchase New Equity Interests or other equity-linked interests) on a fully diluted basis to certain members of management of the reorganized Company.  The form, allocation and any limitations on the Management Incentive Plan shall be determined by the New Board (or a committee thereof).
Releases & Exculpation	To the maximum extent permitted by applicable law, the Plan and the Confirmation Order will contain customary mutual releases and other exculpatory provisions in favor of the Company, the Consenting Noteholders, the indenture trustees for the Notes, the holders of existing Preferred Equity Interests that provide a release, the holders of existing Common Equity Interests and Special Common Units that provide a release, and each of their respective current and former affiliates, subsidiaries, members, professionals, advisors, employees, directors, and officers, in their respective capacities as such.  Such release and exculpation shall include, without limitation, any and all claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims and avoidance actions, of the Company, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Company would have been legally entitled to assert in its own right (whether individually or collectively), or on behalf of the holder of any claim or equity interest (whether individually or collectively) or other entity, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place at any time prior to or on the Plan Effective Date arising from or related in any way in whole or in part to the Company, the Notes, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Company, the subject matter of, or the transactions or events giving rise to, any claim or equity interest that is affected by the Transaction or treated in the Plan, or the negotiation, formulation, or preparation of the Definitive Documentation or related agreements, instruments, or other documents, in each case other than claims, actions, or liabilities arising out of or relating to any act or omission that constitutes willful misconduct, actual fraud, or gross negligence as determined by final order of a court of competent jurisdiction.  To the maximum extent permitted by applicable law, any such releases shall bind holders of Notes Claims, all parties whose Claims are unimpaired under the Plan, all parties who affirmatively agree or vote to accept the Plan, those parties who abstain from voting on the Plan if they fail to opt-out of the releases, and those parties that vote to reject the Plan unless they opt-out of the releases.
Injunction & Discharge	The Plan and Confirmation Order will contain customary injunction and discharge provisions.
Cancellation of Instruments, Certificates, and Other Documents	On the Plan Effective Date and immediately prior to or concurrent with the distributions contemplated in this Term Sheet, except to the extent otherwise provided herein or in the Definitive Documentation, all instruments, certificates, and other documents evidencing debt of or equity interests in the Company shall be cancelled, and the obligations of the Company thereunder, or in any way related thereto, shall be discharged.

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Assumption and Rejection of Executory Contracts and Unexpired Leases	The executory contracts and unexpired leases that shall be assumed, assumed and assigned, or rejected in the Chapter 11 Cases shall be reasonably acceptable to the Company Parties and the Required Consenting Noteholders, provided that the Company Parties and the Required Consenting Noteholders shall work in good faith following the execution of the RSA and prior to the commencement of the Chapter 11 Cases to determine which employment agreements (and any modification to such employment agreements, including, without limitation, modifications to the terms of any retention or incentive arrangements for senior executives of the Company as requested by the Required Consenting Noteholders) shall be assumed pursuant to the Plan.
Employee Compensation and Benefit Programs	All employment agreements and severance policies, and all employment, compensation and benefit plans, policies, and programs of the Company applicable to any of its employees and retirees, including, without limitation, all workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, SERP plans, healthcare plans, disability plans, severance benefit plans, incentive plans, life and accidental death and dismemberment insurance plans, shall be treated under the Plan in a manner acceptable to the Required Consenting Noteholders, provided that the assumption of the Company’s key employee retention program for “Tier 2” non-executive employees in an amount not to exceed $5 million in the aggregate shall be deemed acceptable to the Required Consenting Noteholders.
Tax Issues	As reasonably determined by the Company Parties and the Required Consenting Noteholders, upon emergence from the Chapter 11 Cases, the Reorganized Debtor may be structured as a real estate investment trust (“REIT”) and the Transaction shall, subject to the terms and conditions of the RSA, be structured to achieve a tax-efficient structure, in a manner reasonably acceptable to the Company Parties and the Required Consenting Noteholders.
Exemption from SEC Registration	The issuance of all securities in connection with the Plan, including the New Notes, the New Equity Interests, and the Warrants (including any securities issuable upon the exercise of the Warrants), will be exempt from registration with the U.S. Securities and Exchange Commission under section 1145 of the Bankruptcy Code.
Registration Rights	The Company shall enter into a registration rights agreement with each of the Consenting Noteholders (unless such Consenting Noteholder opts out) relating to the registration of the resale of the New Equity Interests,and to the extent the reorganized Company is not public post-emergence, shall be post-IPO registration rights. The registration rights agreement shall contain customary terms and conditions, including provisions with respect to demand rights, piggyback rights, shelf rights (including as to minimum ownership requirements), and blackout periods and shall be reasonably acceptable to the Company and Required Consenting Noteholders.  Other registration rights and terms to be determined by the Required Consenting Noteholders, which shall be reasonably acceptable to the Company.
SEC Reporting and Stock Exchange Listing	As reasonably determined by the Company Parties and the Required Consenting Noteholders, upon emergence from the Chapter 11 Cases, the New Equity Interests and the Warrants to be issued by the Company on the Plan Effective Date may be listed on the New York Stock Exchange, (“NYSE”), or NASDAQ, either by retaining or succeeding to the Company’s existing NYSE listing or otherwise, so long as the Company is able to satisfy the initial listing requirements of the NYSE or NASDAQ, or such alternative exchange as the Company Parties and the Required Consenting Noteholders reasonably determine if the Company is not able to satisfy the initial listing requirements of the NYSE or NASDAQ.

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D&O Liability Insurance Policies, Tail Policies, and Indemnification	The Company shall purchase a tail policy providing for coverage for current or former directors, managers, and officers of the Company prior to the Petition Date on market terms with coverage in the amount of up to $70 million.  The Company shall implement a new D&O insurance policy for directors, managers, and officers of the reorganized Company from and after the Plan Effective Date on terms and conditions acceptable to the Company Parties and the Required Consenting Noteholders.  Any indemnification obligations (whether in by-laws, certificate of formation or incorporation, board resolutions, employment contracts, or otherwise) to be assumed pursuant to the Plan shall be on terms and conditions reasonably acceptable to the Company Parties and the Required Consenting Noteholders.
Plan Effective Date	The date on which the Transaction shall be fully consummated in accordance with the terms and conditions of the Definitive Documentation, which shall be the effective date of the Plan (the “Plan Effective Date”).
Conditions to the Plan Effective Date	The Plan Effective Date shall be subject to the following conditions precedent, some of which may be waived in writing by agreement of the Company and the Required Consenting Noteholders, subject to the consent rights provided for in the RSA: (i)the Definitive Documentation (as applicable) shall be in form and substance consistent with this Term Sheet and the RSA and such documents shall be reasonably acceptable to the Company Parties and the Required Consenting Noteholders unless this Term Sheet or the RSA provide otherwise; (ii)the Bankruptcy Court shall have entered an order confirming the Plan in form and substance consistent with this Term Sheet and the RSA, such order shall otherwise be reasonably acceptable to the Company Parties and the Required Consenting Noteholders, and such order shall be a Final Order; (iii)all of the schedules, documents, supplements, and exhibits to the Plan and Disclosure Statement shall be in form and substance consistent with this Term Sheet and the RSA and such documents shall be reasonably acceptable to the Company Parties and the Required Consenting Noteholders unless this Term Sheet or the RSA provide otherwise; (iv)all fees and expenses of the professionals and advisors to the ad hoc group of Consenting Noteholders (and out of pocket expenses of individual Consenting Noteholders up to the cap set forth herein) shall be paid in full; (v)the RSA shall be in full force and effect; and (vi)all governmental approvals and consents that are legally required for the consummation of the Transaction shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect

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Fees and Expenses of the Consenting Noteholders

As a condition to the occurrence of the Plan Effective Date, the Company shall pay or reimburse all reasonable and documented fees and out-of-pocket expenses (regardless of whether such fees and expenses were incurred before or after the Petition Date) of the Consenting Noteholders, which shall include the following:  (a) Akin Gump Strauss Hauer & Feld LLP, as counsel to the ad hoc group of Consenting Noteholders; (b) one local counsel to the ad hoc group of Consenting Noteholders; (c) PJT Partners LP, as the financial advisor retained by the Consenting Noteholders; (d) any other professionals or advisors retained by the Consenting Noteholders with the consent of the Company (such consent not to be unreasonably withheld); and (e) reasonable and documented out of pocket expenses of individual Consenting Noteholders (including fees and expenses of external counsel) in amount not to exceed $250,000 in the aggregate; provided, however, that all outstanding invoices of the Consenting Noteholdersprofessionals and advisors shall be paid in full immediately prior to the Petition Date.

Milestones

(a)No later than October 1, 2020, the Company Parties shall commence the Chapter 11 Cases. (b)No later than 3 Business days after the Petition Date, the Company Parties shall have filed the Plan and a motion seeking approval of the Disclosure Statement. (c)No later than 3 Business days after the Petition Date, the Bankruptcy Court shall have entered an interim order approving use of cash collateral.   (d)No later than 60 days after the Petition Date, the Bankruptcy Court shall have entered a final order approving use of cash collateral. (e)No later than 85 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement. (f)No later than 165 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order. (g)No later than 195 days after the Petition Date, the Plan Effective Date shall have occurred.

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Exhibit 1

Terms of New Notes

• Interest rate of 10% per annum payable in cash

• Maturity of June 2028

• Liens on unencumbered properties, priority guarantees from certain entities (including to-be-formed intermediate holdcos of entities holding encumbered properties and joint ventures of the Company), and equity pledges of certain entities (including to-be-formed intermediate holdcos of entities holding encumbered properties and joint ventures of the Company) as set forth on Schedule 1.

o Baskets to remove collateral TBD, and based upon release prices to be negotiated

• Asset sale provision allowing for 102% paydown

• Except for pledges of equity interests not otherwise listed on Schedule 1 to the extent such equity pledges would be prohibited by any non-recourse loan document, CMBS loan document, construction loan document, joint venture document or other document related to the foregoing (collectively, the “Restrictive Documents”, which, for the avoidance of doubt, shall not include the Credit Agreement or related documents), in each case, remaining in effect post Plan Effective Date, liens on all other unencumbered assets not otherwise identified on Schedule 1 except as consented to by the Required Consenting Noteholders, provided that the Company Parties shall not transfer unencumbered assets to or from entities that are party to a Restrictive Document outside the ordinary course of business.    

• Except, solely in the case of direct or indirect subsidiaries of CBL & Associates Limited Partnership that are directly party to Restrictive Documents remaining in effect post Plan Effective Date, to the extent otherwise prohibited by such Restrictive Document remaining in effect post Plan Effective Date, liens on cash, cash equivalents, and treasuries except as consented to by the Required Consenting Noteholders, provided that the Company Parties shall not transfer cash, cash equivalents, or treasuries to or from entities that are party to a Restrictive Document outside the ordinary course of business.  

• Full parent guaranty

• Incurrence test for Total Debt/Total Assets (excludes outparcels)

• Ability to form joint ventures with contributed land from collateral so long as joint ventures remain as credit support

• 105% call protection for the first 18 months, no call for the next 3 years, 105% for the next year, and 102.5% for the next year

• Bankruptcy make-whole

• Other terms (including covenants) to be agreed between the Required Consenting Noteholders and the Company  

Exhibit 2

Warrant Term Sheet

Shares Represented	Three series of Warrants exercisable for 20% (in the aggregate calculated as of the Plan Effective Date and including any shares issuable upon exercise of the Warrants) of the New Equity Interests exercisable solely for cash, subject to dilution on account of the Management Incentive Plan and future issuances of New Equity Interests by the Company from time to time after the Plan Effective Date.
Strike Price (cash only)	Series A:  Total equity value that implies 80% recovery of outstanding principal to holders of the Notes Claims plus accrued interest through July 31, 2020. Series B:  Total equity value that implies 95% recovery of outstanding principal to holders of the Notes Claims plus accrued interest through July 31, 2020. Series C:  Total equity value that implies 110% recovery of outstanding principal to holders of the Notes Claims plus accrued interest through July 31, 2020.
Scheduled Maturity Date	Series A:  Three (3) years from the Plan Effective Date Series B:  Four (4) years from the Plan Effective Date Series C:  Five (5) years from the Plan Effective Date
Springing Maturity Date	Warrants, if unexercised, will automatically terminate on the 15th day after the applicable series of Warrants has traded at a 35% premium to their strike price for 90 consecutive days. On the day after such a price is achieved (the “Warrant Trigger Date,” which may be a different Warrant Trigger Date with respect to each series of Warrants), the Company shall publicly disclose the occurrence of such event, along with the stated Springing Maturity Date for any unexercised Warrants.
Other Terms	Other terms to be agreed between the Required Consenting Noteholders and the Company.

•

Schedule 1

Collateral and Credit Support for New Notes

1. The New Notes will be secured by a first priority lien on the following properties, which shall be evidenced by mortgages recorded in the applicable recording offices, and a pledge of the equity of the entity that owns the following properties:

Certain Mall Assets

• Alamance Crossing – West

• Brookfield Square

• Dakota Square

• Eastland Mall

• Harford Mall

• Laurel Park Place

• Meridian Mall

• Mid Rivers Mall

• Monroeville Mall

• Monroeville Mall - Anchor

• Monroeville Mall - CBL/Monroeville LP

• Monroeville Mall - District

• Northpark Mall

• Old Hickory Mall

• Parkway Place

• South County Center

• Southaven Towne Center

• Southaven Towne Center - Self Development

• St. Clair Square

• Stroud Mall

• Valley View Mall

• York Galleria

• York Galleria - Sears Redevelopment

Certain Associated Centers & Other Properties

• 840 Greenbrier Circle

• Coolsprings Crossing

• Courtyard at Hickory Hollow

• Frontier Square

• Gunbarrel Point

• Harford Mall - Annex

• Monroeville Mall - Annex @ Monroeville

• Pearland Town Center – Residences

• Shoppes @ St. Clair

• Sunrise Commons

• West Town Crossing

• WestGate Crossing

2. The New Notes will have a priority guaranty from the CBL member in the joint venture that owns the following properties and will be secured by a pledge of the CBL member’s interest in such joint venture. To the extent CBL Limited Partnership is a direct member of the joint venture, the Company will use reasonable efforts to seek consent to place an intermediate holding company as the new CBL member in the joint venture, which will give a priority guaranty and use reasonable efforts to seek consent to pledge the CBL interest in the joint venture.

Joint Venture Properties

• CBL Center – Phase I and II

• Hamilton Corner

• Hamilton Corner – AAA Parcel

• Hamilton Place – ALOFT Hotel⁴

• Hamilton Place and OP

• Hamilton Place – Regal Cinema

• Governor’s Square Plaza

• Governor’s Square

• The Shoppes at Hamilton Place

• The Terrace

3. The New Notes will (i) include a restriction on mortgaging the following properties to the extent such property is wholly owned directly or indirectly by CBL Limited Partnership, except (a) in connection with a refinancing of an existing mortgage loan currently encumbering an applicable property as of the date hereof in an amount no greater than the loan being refinanced (plus customary interest and refinancing costs) and (b) if the Company reinvests the proceeds of a financing or pays down the New Notes as set forth below, (ii) have a priority guarantee (1) to the extent such property is owned by a joint venture, from an intermediate holding company that directly owns the entity that holds the interest in the joint venture entity that directly or indirectly owns the following properties, or (2) to the extent such property is wholly owned indirectly by CBL Limited Partnership, from an intermediate holding company that directly owns

⁴ Notwithstanding the introductory paragraph to this section 2, the Company shall only be required to use commercially reasonable efforts to obtain consent from the joint venture partner for a pledge of the equity by CBL Limited Partnership of the property owning entity. For the avoidance of doubt, the Company shall not be required to seek consent from the lender to obtain a guaranty from an intermediate holding company.

the entity that owns the following properties (except to the extent an existing intermediate holding company cannot give a priority guaranty, an intermediate holding company will be inserted as close as possible above the property-owning entity as may be permitted and such entity will give a priority guarantee), and (iii) will be secured by a pledge of the equity of such intermediate holding company:

• Kentucky Oaks Mall

• Outlet Shoppes of the Bluegrass – OP Tract 8

• Pavilion at Port Orange West JV – Apts

Outparcels (The Company shall be allowed to reinvest proceeds from the sale or financing of such properties into the properties set forth herein which are mortgaged (other than section 5 below) or whose equity is pledged as collateral for the New Notes, or to use such proceeds to pay down the New Notes, subject to customary terms to be agreed by the Required Consenting Noteholders.)

• Brookfield Square - Lifestyle Center

• Coolsprings Crossing - (Parcel(s) in Main Project)

• Cross Creek - Sears - (Parcel(s) in Main Project)

• Dakota Square - (Parcel(s) in Main Project)

• Dakota Square – Mgmt GL Parcels

• East Towne Mall - Outparcel

• East Towne Mall - Parcel

• EastGate Mall - Self Development

• EastGate Mall - Shops at Eastgate

• Eastland Mall - (Parcel(s) in Main Project)

• Hamilton Place - Sears - (Parcel(s) in Main Project)

• Hanes Mall - Restaurants

• Jefferson Mall -Self Development

• Kirkwood Mall – Mgmt GL

• Parcels Laurel Park Mall - (Parcel(s) in Main Project)

• Layton Hills Mall - Mgmt GL Parcels

• Layton Hills Mall - Outparcel II

• Mall Del Norte – Mgmt GL Parcels

• Mall Del Norte TX Outparcel

• Mayfaire Town Center – Mgmt GL Parcels

• Meridian Mall - (Parcel(s) in Main Project)

• Mid Rivers Mall - (Parcel(s) in Main Project)

• Monroeville Mall - (Parcel(s) in Main Project)

• Northgate Mall - Outparcel

• Northgate Mall Sears TBA- Outparcels

• Northpark Mall - (Parcel(s) in Main Project)

• Northpark Mall – Mgmt GL Parcels

• Parkdale Mall - Corner (Self Dev. Tract 4/Pad B)

• Parkdale Mall - Mgmt GL Parcels

• Pearland Town Center – Mgmt GL Parcels

• Pearland Town Center - Outparcel TX Land LLC

• Pearland Town Center - Self Development (Parcel 8)

• Post Oak Mall – Mgmt GL Parcels

• South County Center - (Parcel(s) in Main Project)

• South County Center – Mgmt GL Parcels

• Southaven Towne Center - (Parcel(s) in Main Project)

• Southpark Mall - Dick's Sporting Good

• St. Clair Square - (Parcel(s) in Main Project)

• The Landing at Arbor Place - (Parcel(s) in Main Project)

• The Plaza at Fayette - (Parcel(s) in Main Project)

• Valley View Mall - (Parcel(s) in Main Project)

• Volusia Mall - Restaurant Village

• West Towne Crossing - (Parcel(s) in Main Project)

• West Towne Mall - Restaurant District

• York Galleria - (Parcel(s) in Main Project)

4. The New Notes will (i) include a restriction on mortgaging the following properties to the extent such property is wholly owned directly or indirectly by CBL Limited Partnership, except in connection with a refinancing of an existing mortgage loan currently encumbering an applicable property as of the date hereof in an amount no greater than the loan being refinanced (plus customary interest and refinancing costs), and (ii) will have a priority guarantee (1) to the extent such property is owned by a joint venture, from an intermediate holding company that directly owns the entity that holds the interest in the joint venture entity that directly or indirectly owns the following properties, or (2) to the extent such property is wholly owned indirectly by CBL Limited Partnership, from an intermediate holding company that directly owns the entity that owns the following properties. To the extent an existing intermediate holding company cannot give a priority guaranty, an intermediate holding company will be inserted as close as possible above the property-owning entity as may be permitted and such entity will give a priority guarantee:

Joint Venture Properties

Malls

• Coastal Grand Mall and District

• Coastal Grand Mall – Dick’s Sporting Goods

• Coastal Grand OP

• CoolSprings Galleria

• Coolsprings Macy's Outparcel - Red Robin

• Friendly Center – Belk

• Friendly Shopping Center

• Northgate Mall - JCP

• Oak Park Mall

• Outlet Shoppes at Atlanta

• Outlet Shoppes at Atlanta - Outparcels

• Outlet Shoppes at Atlanta - Parcel

• Outlet Shoppes at Atlanta – Tract 1B

• Outlet Shoppes at El Paso - OP

• Outlet Shoppes at El Paso - OP II

• Outlet Shoppes at El Paso - .2763 Acre Tract

• Outlet Shoppes at EL Paso - Phase I and II

• Outlet Shoppes at Gettysburg Phase I

• Outlet Shoppes at Gettysburg Phase II

• Outlet Shoppes at Laredo

• Outlet Shoppes of the Bluegrass

• Outlet Shoppes of the Bluegrass - OP

• Outlet Shoppes of the Bluegrass - Phase II

• Outlet Shoppes of the Bluegrass – OP Tract 11

• Shops at Friendly Center – Phase I and II

• West County Center

Associated Centers

• Coastal Grand Outparcel

• Hamilton Crossing and Expansion⁵

• York Town Center

• York Town Center - Pier One

Community Centers

• Ambassador Town Center

• Fremaux Town Center Phase I and II

• Hammock Landing - Phase I

• Hammock Landing - Phase II

• Pavilion @ Port Orange - Phase I

• Promenade at D'lberville

• Shoppes at Eagle Point

Storage

• Eastgate Mall - Self-Storage

⁵ The Company will use commercially reasonable efforts to obtain consent to place an intermediate holding company as the new CBL member in the joint venture, which will give a priority guaranty.

• Hamilton Place - Self Storage

• Mid Rivers - Self Storage

• Parkdale Mall - Self Storage

Other Encumbered Properties

Malls

• Alamance Crossing - East

• Asheville Mall

• Brookfield Square - Sears and Street Shops

• Burnsville Center & Dick’s Sporting Goods

• Cross Creek Mall

• Eastgate Mall

• Fayette Mall

• Jefferson Mall

• Northwoods Mall

• Parkdale Mall and Crossing

• Parkdale Mall and Crossing - Lifeway Christian Redevelopment

• Southpark Mall

• Volusia Mall

• WestGate Mall

5. The New Notes will be secured by a first priority lien on the following properties, which shall be evidenced by mortgages recorded in the applicable recording offices (unless otherwise consented to by the Required Consenting Noteholders in their reasonable discretion, in which case the New Notes will include a restriction on mortgaging the following properties to the extent such property is wholly owned directly or indirectly by CBL Limited Partnership) and a pledge of the equity of the entity that owns the following properties, provided that the following properties will be released at the request of the New Board, subject to certain customary conditions (and there shall not be any release prices).

Malls

• Cross Creek Mall - Sears

• EastGate Mall - Sears

• Eastland Mall - Macy's

• Fayette Mall - Sears Renovation

• Hamilton Place - Sears

• Jefferson Mall - Macy's / Round 1

• Jefferson Mall - Sears

• Parkdale Mall - Macy's

• Volusia - Sears TBA

Associated Centers

• The Landing at Arbor Place

• The Plaza at Fayette

• The Plaza at Fayette – Johnny Carino’s Redevelopment

Land

• Alamance Crossing - OP

• Alamance Crossing – Utility Mgmt

• Arbor Place - APWM, LLC

• Arbor Place - OP

• Chapel Hill Land

• Citadel Mall - OP

• Gulf Coast Galleria

• Gulf Coast Town Center - Peripheral IV - Land

• Gulf Coast Town Center -  Phase III - Land

• Hamilton Place – Lebcon (Land)⁶

• Hickory Point Mall - OP

• Imperial Valley Commons - Kohl's and Land

• Imperial Valley Mall - OP

• Jacksonville Regal Cinema Mgt

• Meridian Mall - Land E. Lansing

• Meridian Mall - Township Property

• Statesboro – Land⁷

• Sunrise Mall - Excess Land

• The Landing at Arbor Place - OP

• Walden Park – Land

⁶ The Company will use commercially reasonable efforts to obtain consent from the joint venture partner to grant a pledge of the equity, but shall not be required to provide a first priority lien on the property.

⁷ The Company will use commercially reasonable efforts to obtain consent from the joint venture partner to grant a pledge of the equity, but shall not be required to provide a first priority lien on the property.

Exhibit C

Form of Transfer Agreement

The undersigned (the “Transferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of __________ (the “Agreement”),⁸ by and among CBL & Associates Properties, Inc. and its affiliates and subsidiaries bound thereto and the Consenting Noteholders, including the transferor to the Transferee of any Company Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Noteholder” under the terms of the Agreement.

The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of this transfer agreement, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein.

Date Executed:

______________________________________

Name:

Title:

Address:

E-mail address(es):

Aggregate Amounts Beneficially Owned or Managed on Account of:

2023 Notes

2024 Notes

2026 Notes

Bank Claims

⁸ Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement.

Exhibit D

Form of Joinder Agreement

The undersigned (the “Joining Noteholder”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of __________ (the “Agreement”),⁹ by and among CBL & Associates Properties, Inc. and its affiliates and subsidiaries bound thereto and the Consenting Noteholders, and agrees to be bound by the terms and conditions thereof, and shall be deemed a “Consenting Noteholder” under the terms of the Agreement.

The Joining Noteholder specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of this joinder.

Date Executed:

______________________________________

Name:

Title:

Address:

E-mail address(es):

Aggregate Amounts Beneficially Owned or Managed on Account of:

2023 Notes

2024 Notes

2026 Notes

Bank Claims

⁹ Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement.

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS 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”).  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.

WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company, on the terms set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Term of Employment.  The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed with the Company, upon the terms and conditions contained in this Agreement, for the period set forth in this Agreement.  Executive’s employment with the Company pursuant to this Agreement shall commence on [●] (the “Effective Date”) and shall continue until the third (3rd) anniversary of the Effective Date unless this Agreement is renewed pursuant to Section 8 below or until terminated in accordance with and pursuant to Section 8 below. The initial 3-year term and any renewal term as set forth in Section 8 below is hereinafter referred to as the “Term”.

2.Employment Duties.  Executive shall have the title of [●] of the Company and shall have such duties, authorities and responsibilities as are consistent with such position and as the Board of Directors of the Company (the “Board”) may designate from time to time.  Executive shall devote Executive’s full working time and attention and Executive’s best efforts to Executive’s employment and service with the Company and shall perform Executive’s services in a capacity and in a manner consistent with Executive’s position for the Company.

3.Base Salary.  During the Term, the Company shall pay Executive a base salary at an annual amount of $[●] payable in accordance with the Company’s normal payroll practices.  Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.” The Base Salary may be increased in the discretion of the Company’s Compensation Committee of the Board of Directors (the “Compensation Committee”) (and in the absence of such Compensation Committee, by the Board), but shall not be decreased by an amount greater than five percent (5%), during the Term.

4.Annual Bonus.  With respect to each fiscal year of the Company commencing for the 2021 fiscal year of the Company and continuing for each subsequent fiscal year of the Company thereafter during the Term, Executive shall be eligible to earn an annual cash bonus award (the “Annual Bonus”) in an amount established by the Compensation Committee which may include all or a portion of such amount being determined based upon the achievement of performance targets established by the Compensation Committee in its discretion.  The Annual

Bonus, if any, shall be paid at the same time annual bonuses are paid to other senior executives of the Company generally or as otherwise determined by the Compensation Committee but in no event later than ninety (90) days following the end of the fiscal year in which the Annual Bonus was earned, and shall be subject to Executive being employed by the Company on the date such Annual Bonus is earned.

5.KERP.  The Company has adopted a Key Employee Retention Program (“KERP”) which is intended to incentivize employees to remain employed by the Company for a defined period of time.  The KERP is not set out in or evidenced by a written program document or instrument, but, rather, is provided to certain employees of the Company in the form of bonus retention agreements between the Company and those certain employees.   Executive shall be provided a bonus retention agreement in the form set forth on Exhibit A attached hereto (the “Bonus Retention Agreement”) that will entitle Executive to a retention bonus amount (the “Retention Bonus”) as specified in the Bonus Retention Agreement. In the event the Company does not pay Executive the Retention Bonus in accordance with the terms of the Bonus Retention Agreement, the Company agrees to pay liquidated damages to Executive in an amount equal to the Retention Bonus.

6.MIP.  The Company has adopted or will adopt a management incentive program (“MIP”) in which Executive is or will be a participant.  Executive’s entitlement to participate and/or receive benefits from the MIP will be subject to the terms and provisions of the MIP and are separate and distinct from Executive’s rights under this Agreement.

7.Employee Benefits. Executive shall be entitled to participate in the employee benefit plans offered by the Company to its employees generally (collectively, “Benefit Plans”), consistent with the terms of the applicable Benefit Plan. The Company reserves the right to amend or cancel any Benefit Plan in accordance with its terms. Executive shall be entitled to annual paid time off (“PTO”) in accordance with the Company’s PTO policies as in effect from time to time.   Executive (or Executive’s spouse/family, if Executive’s employment is terminated due to Executive’s death and Executive’s spouse/family was participating in the Company’s health insurance program at that time) shall be entitled to continue, at the Company’s expense for a period of eighteen (18) calendar months [24 MONTHS FOR CEO] following the month in which the date of termination of Executive’s employment occurs, to participate in and receive benefits and coverage under the Company’s Benefit Plans that provide health insurance to Company employees, with Executive being entitled to the levels of benefits and coverages that were in place for the Executive (and the Executive’s spouse/family if applicable) as of the date of termination of employment.  Notwithstanding any provision of this Section 7 to the contrary, if, upon Executive’s termination of employment, Executive (or Executive’s spouse if Executive’s employment is terminated due to Executive’s death) is entitled to participate in the Company’s Tier I Legacy Retiree Program, Tier II Legacy Retiree Program or Tier III – Post 65 Retiree Program (collectively, the “Legacy Retiree Programs”) and such Legacy Retiree Programs provide for Company-provided health insurance for a period of time in excess of the 18-month [24-MONTH FOR CEO] period referenced above, Executive and/or Executive’s spouse shall be entitled to participate in the applicable Legacy Retiree Program for such longer period as set forth in the applicable Legacy Retiree Program.

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8.Termination of Employment.  Executive’s employment hereunder may be terminated as follows:

(a)Automatically in the event of the death of Executive;

(b)At the option of the Company, by written notice to Executive or Executive’s personal representative, in the event of the Disability of Executive. “Disability” shall mean Executive’s complete and permanent disability as defined by the Company’s health insurance plans or as otherwise defined by the Company from time to time.  Executive acknowledges and agrees that the determination of disability shall be within the sole, absolute and exclusive discretion of the Company;

(c)At the option of the Company for Cause, by delivering written notice to Executive. For purposes of this Agreement, “Cause” shall mean (i) any act of fraud or willful malfeasance committed by Executive; (ii) Executive’s willful engagement in conduct which is injurious to the Company or any of its affiliates, monetarily or otherwise if, after written notice by the Board or the Compensation Committee to Executive stating, with specificity, the alleged conduct and providing direction and a reasonable opportunity for Executive to address and/or cure any such alleged conduct, Executive then intentionally fails to address or exert reasonable efforts to cure such alleged conduct within ninety (90) days following Executive’s receipt of such written notice; (iii) Executive’s willful failure to perform Executive’s material duties under this Agreement if, after written notice by the Board or the Compensation Committee to Executive stating, with specificity, the duties Executive has failed to perform and providing direction and a reasonable opportunity for Executive to address and/or cure any such alleged failures, Executive then intentionally fails to address or exert reasonable efforts to cure alleged failures within ninety (90) days following Executive’s receipt of such written notice; (iv) Executive’s  conviction of, or a plea of guilty or no contest to, any criminal offence involving fraud, misappropriation or moral turpitude; or (v) Executive’s willful engagement in conduct in violation of the Company’s policies and procedures including, but not limited to, the Company’s Third Amended and Restated Code of Business Conduct and Ethics dated August 9, 2018, as may be further amended;

(d)At the option of the Companyat any time without Cause, by delivering written notice to Executive;

(e)At the option of Executive, upon thirty (30) days prior written notice to the Company (which the Company may, in its sole discretion, make effective on the date of its receipt of such written notice or at any time within such 30-day period);

(f)At the option of the Executive or the Company upon a Change of Control of the Company.  As used in this Agreement, a “Change of Control” shall have the meaning ascribed to such term in the MIP; or

(g)Upon the expiration of the Term of this Agreement, provided, however, if Executive’s employment is not terminated on or before the termination of the initial 3-year term hereof, this Agreement shall then automatically renew for successive 1-year terms until

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terminated pursuant to this Section 8.  Either Executive or the Company (or both) may elect not to renew this Agreement at the end of the initial 3-year term by giving the other a written notice of non-renewal at least one-hundred and twenty (120) days prior to the end of the initial 3-year term.  Either Executive or the Company (or both) may elect not to renew this Agreement at the end of any subsequent 1-year renewal term by giving the other a written notice of non-renewal at least one-hundred and twenty (120) days prior to the end of the respective 1-year renewal term.

9.Payments Upon Termination of Employment.

(a)Termination by the Company Without Cause.  If Executive’s employment is terminated at any time by the Company without Cause or on a Change of Control, Executive shall be entitled to:

(i)(A) within thirty (30) days following such termination, payment of Executive’s accrued and unpaid Base Salary accrued through the date of termination and (B) all other accrued amounts or accrued benefits due to Executive in accordance with the Company’s benefit plans, programs or policies (other than severance), required by law; and

(ii)An amount (the “Severance Amount”) equal to two times (2x) the sum of: (A) Executive’s Base Salary in effect immediately prior to Executive’s date of termination  plus (B) the Retention Bonus.  The Severance Amount is to be paid to Executive over the twelve (12) months following the date of termination (the “Severance Period”) payable in substantially equal installments in accordance with the Company’s regular payroll practices as in effect from time to time; provided, that the first payment pursuant to this Section 9(a)(ii) shall be made following the date of Executive’s termination of employment on the next regularly scheduled payroll date following the delivery by Executive to the Company of the General Release, as defined below, and any other documents or instruments required by the Company to be executed by Executive in standard terminations of employment as determined by the Company’s HR department. In the event of Executive’s death during the Severance Period, any payments to be made pursuant to this Section 9(a)(ii) shall be paid to the Executive’s legal representative.  Notwithstanding any provision herein to the contrary, the Company may elect to pay the Severance Amount in a lump sum up front or in a lump sum as to any balance at any time during the Severance Period subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(b)Termination on Executive’s Death or Disability.  If Executive’s employment is terminated at any time on the Executive’s Death or Disability, Executive or Executive’s Representatives, as applicable, shall be entitled to:

(i)(A) within thirty (30) days following such termination, payment of Executive’s accrued and unpaid Base Salary accrued through the date of termination and (B) all

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other accrued amounts or accrued benefits due to Executive in accordance with the Company’s benefit plans, programs or policies (other than severance), required by law; and

(ii)An amount (the “Death/Disability Severance Amount”) equal to two times (2x) the Executive’s Base Salary in effect immediately prior to Executive’s date of termination, with such Death/Disability Severance Amount to be paid to Executive over the Severance Period payable in substantially equal installments in accordance with the Company’s regular payroll practices as in effect from time to time; provided, that the first payment pursuant to this Section 9(b)(ii) shall be made following the date of Executive’s termination of employment on the next regularly scheduled payroll date.  Notwithstanding any provision herein to the contrary, the Company may elect to pay the Death/Disability Severance Amount in a lump sum up front or in a lump sum as to any balance at any time during the Severance Period.

[FOR CEO AGREEMENT ONLY – (ii)  An amount (the “Death/Disability Severance Amount”) equal to one times (1x) the sum of: (A) Executive’s Base Salary in effect immediately prior to Executive’s date of termination  plus (B) the Retention Bonus. The Death/Disability Severance Amount is to be paid to Executive over the Severance Period payable in substantially equal installments in accordance with the Company’s regular payroll practices as in effect from time to time; provided, that the first payment pursuant to this Section 9(b)(ii) shall be made following the date of Executive’s termination of employment on the next regularly scheduled payroll date.  Notwithstanding any provision herein to the contrary, the Company may elect to pay the Death/Disability Severance Amount in a lump sum up front or in a lump sum as to any balance at any time during the Severance Period.]

(c)Other Terminations.  If the Executive’s employment is terminated for any reason other than (i) by the Company without Cause, (ii) on a Change of Control or (iii) on the Executive’s Death or Disability, Executive shall be entitled to receive only the payments and benefits described under Section 9(a)(i) of this Agreement.  

(d)Conditions to Payment.  All payments and benefits due to Executive under  Section 9(a)(ii) shall be payable only if Executive executes and delivers to the Company a general release of claims in a form acceptable to the Company (the “General Release”). Failure to timely execute and return such General Release shall be a waiver by Executive of Executive’s right to severance  (which, for the avoidance of doubt, shall not include any amounts described in Section 9(a)(i) of this Agreement).  In addition, any severance payments shall be conditioned on Executive’s compliance with Section 10of this Agreement, and on Executive’s continued compliance with Section 11 and Section 12 of this Agreement as provided in Section 13 below.

(e)No Other Severance.  Executive hereby acknowledges and agrees that, other than (i) the severance payments described in this Section 9,  (ii) Executive’s entitlement to participate in the Company’s Benefit Plans that provide health insurance to Company employees as set forth in Section 7 above and/or Executive’s entitlement to participate in Legacy Retiree Programs as set forth in Section 7 above, and (iii) Executive’s entitlement to participate in the MIP, upon the effective date of the termination of Executive’s employment, Executive shall not

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be entitled to any other severance payments or benefits of any kind under any Company benefit plan, severance policy generally available to the Company’s employees or otherwise and all other rights of Executive to compensation under this Agreement shall end as of such date.  Notwithstanding any provision of this Section 9(e) to the contrary, Executive shall be entitled to Executive’s vested account in any Company retirement plan, including but not limited to the Company’s 401(K) Profit Sharing Plan and Trust, on Executive’s termination of employment.

10.Return of Company Property.  Within ten (10) days following the effective date of Executive’s termination for any reason, Executive, or Executive’s personal representative shall return all property of the Company or any of its Affiliates in Executive’s possession, including, but not limited to, all Company-owned computer equipment (hardware and software), telephones, facsimile machines, tablet computers and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company or any of its Affiliates.  

11.Confidentiality; Non-Solicitation; Non-Competition.

(a)Confidential and Proprietary Information.  Executive agrees that all materials and items produced or developed by Executive for the Company or any of its Affiliates, or obtained by Executive from the Company or any of its Affiliates either directly or indirectly pursuant to this Agreement shall be and remains the property of the Company and its Affiliates.  Executive acknowledges that Executive will, during Executive’s association with the Company, acquire, or be exposed to, or have access to, materials, data and information that constitute valuable, confidential and proprietary information of the Company and its Affiliates, including, without limitation, any or all of the following:  business plans, practices and procedures, pricing information, sales figures, profit or loss figures, this Agreement and its terms, information relating to tenants, occupants, intellectual property, suppliers, technology, sources of supply and customer lists, research, technical data, trade secrets, or know-how, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, policies, training manuals and similar materials used by the Company in conducting its business operations, personnel information of any Person employed by the Company, potential business combinations, and such other information or material as the Company may designate as confidential and/or proprietary from time to time (collectively hereinafter, the “Confidential and Proprietary Information”).  During Executive’s employment with the Company and at all times thereafter, Executive shall not, directly or indirectly, use, misuse, misappropriate, disclose or make known, without the prior written approval of the Board, to any party, firm, corporation, association or other entity, any such Confidential and Proprietary Information for any reason or purpose whatsoever, except as may be required in the course of Executive’s performance of Executive’s duties hereunder.  In consideration of the unique nature of the Confidential and Proprietary Information, all obligations pertaining to the confidentiality and nondisclosure thereof shall remain in effect until the Company and its Affiliates have released such information; provided, that the provisions of this Section 11(a) shall not apply to the disclosure of Confidential and Proprietary Information to the Company’s Affiliates together with each of their respective shareholders, directors, officers,

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accountants, lawyers and other representatives or agents, nor to a Permitted Disclosure as defined in Section 11(b) below. In addition, it shall not be a breach of the confidentiality obligations hereof if Executive is required by applicable law to disclose any Confidential and Proprietary Information; provided, that in such case, Executive shall (x) give the Company the earliest notice possible that such disclosure is or may be required and (y) cooperate with the Company, at the Company’s expense, in protecting to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential and Proprietary Information which must be so disclosed. Upon termination of Executive’s employment, Executive agrees that all Confidential and Proprietary Information, directly or indirectly, in Executive’s possession that is in writing or other tangible form (together with all duplicates thereof) will promptly (and in any event within 10 days following such termination) be returned to the Company and will not be retained by Executive or furnished to any person, either by sample, facsimile film, audio or video cassette, electronic data, verbal communication or any other means of communication.

(b)Permitted Disclosure.  This Agreement does not limit or interfere with Executive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, state, or local governmental or law enforcement branch, agency, commission, or entity (collectively, a “Government Entity”) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law.  Additionally, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  If Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.  All disclosures permitted under this Section 11(b) are herein referred to as “Permitted Disclosures.”  Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential and Proprietary Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of Company’s General Counsel or other authorized officer designated by the Company.

(c)Non-Solicitation. Except as provided below in this Section 11(c), Executive agrees that during the Restricted Period (defined below), the Executive will not, without written consent of the Company, directly or indirectly, solicit, recruit, induce or encourage to leave employment or association with the Company or a subsidiary, or to become employed by, become associated with or consult for, any Person other than the Company or a subsidiary, or to hire, attempt to hire, employ or engage (whether as an employee, consultant, agent, independent contractor or otherwise), any Person who or which is or was employed or engaged

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by the Company or a subsidiary at any time during the Restricted Period or the one-year period preceding the Restricted Period, or directly or indirectly, solicit or accept business from, any Person who is a customer, client or supplier of the Company or a subsidiary, with whom Executive has had, or employees reporting to Executive have had, personal contact or dealings on behalf of the Company during the one-year period preceding the Restricted Period, or induce or encourage any such Person to cease to engage the services of the Company or a subsidiary in order to use the services of any Person that competes with a business of the Company or a subsidiary.“Restricted Period” means the period beginning on the date of this Agreement and ending on the one-year anniversary of the date on which the Executive’s employment is terminated. “Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.  “Solicit” shall mean making any direct or indirect communication of any kind, regardless of who initiates it, or engaging in any conduct, that in any way invites, advises, encourages, or requests any Person to take or refrain from taking any action.  Notwithstanding any provision of this Section 11(c) to the contrary, the restrictions of this Section 11(c) shall not apply if the Executive was terminated during the Term of this Agreement by the Company without Cause.

(d)Non-Competition.  Except as provided below in this Section 11(d), Executive agrees that during the Restricted Period, the Executive will not, directly or indirectly, individually or on behalf of any Person, whether for compensation or otherwise, engage in Competing Business in any state of the United States of America in which the Company or a subsidiary did business during the Executive’s service, or any other jurisdiction in which the Company engages in business or derives a material portion of its revenues, or where the Company has plans to commence business activities. “Competing Business” means any business engaged in by the Company on the date of Executive’s termination or any business activity in which the Company has substantive plans to engage as of the date of Executive’s termination. Notwithstanding any provision of this Section 11(d) to the contrary, the restrictions of this Section 11(d) shall not apply if the Executive was terminated during the Term of this Agreement by the Company without Cause.

(e)Nondisparagement.  Executive agrees that Executive shall refrain at all times from making, directly or indirectly, any disparaging or defamatory comments concerning the Company, any of its Affiliates, or any of the Company’s or its Affiliates’ respective businesses, products or services, or their respective current or former directors, officers, agents, partners, shareholders or employees, either publicly or privately. Notwithstanding the foregoing, any truthful statement made to comply with law or regulation or in any response to questions or other requests for information by any court, arbitrator, mediator or administrative or legislative body with apparent jurisdiction over the applicable parties shall be deemed not to violate the obligations of the Company under this provision  Nothing in this Section 11(e) shall interfere with Executive’s ability to make the Permitted Disclosures as defined in Section 11(b) above.  

(f)Tolling.  In the event of any violation of the provisions of this Section 11, Executive acknowledges and agrees that the post-termination restrictions contained in this Section 11 shall be extended by a period of time equal to the period of such violation, it being

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the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

12.Cooperation.  From and after an Executive’s termination of employment, Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder, and assist and advise the Company in any investigation which may be performed by the Company, provided, that the Company shall reimburse Executive for Executive’s reasonable costs and expenses and such cooperation shall not unreasonably burden Executive or unreasonably interfere with any subsequent employment that Executive may undertake.  In the event Executive is subpoenaed by any person or entity (including, but not limited to, any Government Entity) to give testimony or provide documents (in a deposition, court proceeding, or otherwise), that in any way relates to Executive’s employment by the Company, Executive will give prompt notice of such subpoena to the Company and will make no disclosure until the Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.  Nothing in this Section 12 shall limit Executive’s right to make Permitted Disclosures as provided in Section 11(b) above.

13.Injunctive Relief and Specific Performance.  Executive understands and agrees that Executive’s covenants under Sections 10, 11 and 12 are special and unique and that the Company and its Affiliates may suffer irreparable harm if Executive breaches any of Sections 10, 11, or 12 because monetary damages would be inadequate to compensate the Company and its Affiliates for the breach of any of these sections.  Accordingly, Executive acknowledges and agrees that the Company shall, in addition to any other remedies available to the Company at law or in equity, be entitled to obtain specific performance and injunctive or other equitable relief by a federal or state court in Chattanooga, Tennessee to enforce the provisions of Sections 10, 11 and/or 12 without the necessity of posting a bond or proving actual damages, without liability should such relief be denied, modified or vacated.  Additionally, in the event of a breach or threatened breach by Executive of Section 11, in addition to all other available legal and equitable rights and remedies, the Company shall have the right to cease making payments, if any, being made pursuant to Section 9(a)(ii) hereunder.  Executive also recognizes that the territorial, time and scope limitations set forth in Section 11 are reasonable and are properly required for the protection of the Company and its Affiliates, and in the event that a court of competent jurisdiction deems any territorial, time or scope limitation in this Agreement to be unreasonable, the Company and Executive agree, and Executive submits, to the reduction of any or all of said territorial, time or scope limitations to such an area, period or scope as said court shall deem reasonable under the circumstances.

14.Miscellaneous.

(a)Any notice provided for in this Agreement (“Notice(s)”) shall be in writing and either (i) personally delivered, (ii) sent by a nationally recognized overnight courier delivery service, (iii) mailed by United States registered or certified mail, return receipt requested, postage prepaid, deposited in a United States post office or a depository for the receipt of mail regularly maintained by the post office, (iv) sent via telefax transmission or (v) sent via electronic mail.  If

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personally delivered, then Notices shall be effective when received as evidenced by affidavit of the person or entity making such delivery; if sent by overnight courier delivery service then Notices shall be deemed to have been received by the addressee on the next business day following the date so sent; if mailed, then Notices or other communication shall be deemed to have been received by the addressee on the date received as evidenced by the return receipt; if sent via telefax transmission, then Notices shall be deemed to have been received when received by the addressee with the burden of proving receipt to be borne by the sender; and if sent via electronic mail, then Notices shall be deemed to have been received when received by the addressee with the burden of proving receipt to be borne by the sender.  The inability to make delivery because of changed address of which no notice was given or by reason of rejection or refusal to accept delivery of any Notice shall be deemed to be receipt of the Notice as of the date of such inability to deliver or rejection or refusal to accept.

The addresses of the parties for Notices hereunder shall be as follows:

If to the Company:

CBL & Associates Management, Inc

CBL & Associates Properties, Inc.

2030 Hamilton Place Boulevard

Suite 500, CBL Center

Chattanooga, TN 37421

Attn: HR Department

Email:  HR.Department@cblproperties.com

If to Executive:

_________________________

_________________________

_________________________

Email:  __________________  

A party may change its/hers/his notice address at any time by providing written notice thereof to the other party.

(b)This Agreement is personal to the Executive and shall not be assigned by the Executive.  Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment.  The Company may assign this Agreement to any successor or

10

assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and its successors and assigns.

(c)This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements, term sheets, offer letters, and drafts thereof, oral or written, between the parties hereto with respect to the subject matter hereof. [FOR CEO ONLY – The Company and Executive hereby agree and acknowledge that the certain Employment Agreement between the Company and Executive dated November 3, 1993 is hereby terminated and of no further force and effect] [FOR CLO ONLY – the Company and Executive hereby agree and acknowledge that the Employment Terms set forth in that certain Resolution adopted by the Board of Directors of the Company on April 2, 2012 are hereby terminated and of no further force and effect.]  Notwithstanding the foregoing,this Agreement shall not supersede (i) the Bonus Retention Agreement; (ii) the MIP; (iii) any indemnification agreement between the Company and Executive through which the Executive is provided an indemnity by the Company for claims or actions against Executive in Executive’s capacity as an executive officer of the Company;  or (iv) any bonus or compensation arrangements implemented by the Company after the Effective Date.

(d)No amendment, modification or waiver of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, unless so provided in the waiver.

(e)If any provisions of this Agreement (or portions thereof) shall, for any reason, be held invalid or unenforceable, such provisions (or portions thereof) shall be ineffective only to the extent of such invalidity or unenforceability, and the remaining provisions of this Agreement (or portions thereof) shall nevertheless be valid, enforceable and of full force and effect.  If any court of competent jurisdiction finds that any restriction contained in this Agreement is invalid or unenforceable, then the parties hereto agree that such invalid or unenforceable restriction shall be deemed modified so that it shall be valid and enforceable to the greatest extent permissible under law, and if such restriction cannot be modified so as to make it enforceable or valid, such finding shall not affect the enforceability or validity of any of the other restrictions contained herein.

(f)Notwithstanding anything to the contrary in this Agreement:

11

(i)The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively “Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.  In no event whatsoever will the Company, any of its affiliates, successors or assigns be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A or any damages for failing to comply with Section 409A.  

(ii)If under this Agreement, an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.  Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(g)This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to any choice of law or conflict of law provision or rule.  AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH PARTY EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.

(h)The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

(i)The covenants and obligations of the Company under Sections 7, 9 and 12, hereof, and the covenants and obligations of Executive under Sections 9, 10, 11 and, 12 hereof, shall continue and survive termination of Executive’s employment or any termination of this Agreement for the period of time specified in this Agreement or for the period of time until the expiration of the applicable statute of limitations if no expiration is specifically stated herein.

(j)This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and together constitute one and the same instrument.  To facilitate

12

execution of this Agreement, the parties may exchange counterparts of the signature page by facsimile or electronic mail (e-mail), including, but not limited to, as an attachment in portable document format (PDF), which shall be effective as original signature pages for all purposes.

[signature page follows]

13

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CBL & ASSOCIATES MANAGEMENT, INC.

By:________________________________

By:
Title:

EXECUTIVE

___________________________________

Name:

Exhibit A

RETENTION BONUS AGREEMENT

[not included in this form]

15

EX-10.3

Exhibit 10.3

RETENTION BONUS AGREEMENT

This Agreement (the “Agreement”) is entered into this ___ day of ____, 2020 (the “Effective Date”), by and between 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.  Executive has entered into that certain Employment Agreement with the Company of even date herewith (the “Employment Agreement”).

1.Retention Bonus.  Executive is eligible to receive a retention bonus in the amount of $[●] (the “Retention Bonus”), subject to the terms of this Agreement. The Retention Bonus will be paid to Executive in one payment, less all required withholdings, on the later of (i) the first regular payroll payment date after the Emergence Event Date as defined below, or (ii) the first regular payroll payment date after January 1, 2021. Executive’s right to the Retention Bonus is subject to Executive’s continued employment (except as may be provided in Section 3(b) below)  for the Retention Period defined below. By acceptance of this Agreement, Executive agrees that the Retention Bonus is in lieu of any annual cash incentive bonus and any equity incentive bonus awards that otherwise may be payable to Executive in respect of the Company’s 2020 fiscal year.   For purposes of this Agreement, the “Emergence Event Date” shall mean the effective date of a Chapter 11 Plan of Reorganization for the Company as approved by the United States Bankruptcy Court.

2.Retention Period.  The  Retention Period is for the period commencing on the Effective Date and terminating on the date that is 270 days following the date of the Executive’s receipt of the Retention Bonus (the “Retention Period”).

3.Termination of Employment.  (a)  If, prior to the end of the Retention Period, (i) Executive voluntarily terminates Executive’s employment with the Company or (ii) Executive’s employment is terminated by the Company for Cause (as defined below), at the Company’s discretion, Executive will be required to repay to the Company the Retention Bonus.  

(b)  If Executive’s employment is terminated due to death or disability or by the Company other than for Cause, Executive will be entitled to be paid the Retention Bonus and will not be required to repay the Retention Bonus.  

(c)  For purposes hereof, the term “disability” refers to Executive’s complete and permanent disability as defined by the Company’s health insurance plans or as otherwise defined by the Company from time to time.  Executive acknowledges and agrees that the determination of disability shall be within the sole, absolute and exclusive discretion of the Company.  “Cause” shall mean (i) any act of fraud or willful malfeasance committed by Executive; (ii) Executive’s willful engagement in conduct which is injurious to the Company or any of its affiliates, monetarily or otherwise if, after written notice by the Board or the Compensation Committee to Executive stating, with specificity, the alleged conduct and providing direction and a reasonable opportunity for Executive to address and/or cure any such alleged conduct, Executive then intentionally fails to address or exert reasonable efforts to cure such alleged conduct within

ninety (90) days following Executive’s receipt of such written notice; (iii) Executive’s willful failure to perform Executive’s material duties under the Employment Agreement if, after written notice by the Board or the Compensation Committee to Executive stating, with specificity, the duties Executive has failed to perform and providing direction and a reasonable opportunity for Executive to address and/or cure any such alleged failures, Executive then intentionally fails to address or exert reasonable efforts to cure alleged failures within ninety (90) days following Executive’s receipt of such written notice; (iv) Executive’s  conviction of, or a plea of guilty or no contest to, any criminal offence involving fraud, misappropriation or moral turpitude; or (v) Executive’s willful engagement in conduct in violation of the Company’s policies and procedures including, but not limited to, the Company’s Third Amended and Restated Code of Business Conduct and Ethics dated August 9, 2018 as may be further amended.

4.Repayment of Retention Bonus.  Under circumstances where the Retention Bonus is subject to repayment pursuant to Section 3 hereof, the Retention Bonus must be repaid by Executive to the Company within fifteen (15) days following written notice from the Company.

5.Section 409A.  The payments and benefits under this Agreement are intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

6.Entire Agreement.  This Agreement sets forth the entire understanding of the Company and Executive regarding the subject matter hereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written, relating to the subject matter hereof.  No modification or amendment of this Agreement shall be effective without a prior written agreement signed by Executive and the Company.

7.Confidentiality.  Executive hereby agrees, to the maximum extent permitted by law, to, and cause Executive’s affiliates and representatives to, keep confidential the existence and the terms of this Agreement; provided, however, that (i) Executive may disclose the terms of this Agreement to Executive’s financial or legal advisors who reasonably need to have access to such information to provide services to Executive; provided, further that Executive has made such advisors aware of the confidential nature of such information prior to disclosure, and (ii) Executive may disclose the terms of this Agreement if required to do so by any applicable legal requirement so long as reasonable prior notice of such required disclosure is given to the Company.

8.Governing Law; Waiver of Jury Trial.  This Agreement is governed by and is to be construed in accordance with the internal laws of the State of Tennessee.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action or proceeding arising out of or relating to this Agreement.

9.Tax.  Amounts payable under this Agreement shall be subject to withholding for all federal, state and local income and employment taxes as shall be required to be withheld pursuant to any applicable law or regulation.

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10.No Employment Agreement; No Enlargement of Employee Rights.  This Agreement is not an employment agreement.  Nothing in this Agreement shall be construed to confer upon Executive any right to continued employment.  

11.Notices.  Any notice provided for in this Agreement (“Notice(s)”) shall be in writing and shall be delivered in accordance with and the Notice provision set forth in the Employment Agreement.

12.Counterpart Execution.This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and together constitute one and the same instrument.  To facilitate execution of this Agreement, the parties may exchange counterparts of the signature page by facsimile or electronic mail (e-mail), including, but not limited to, as an attachment in portable document format (PDF), which shall be effective as original signature pages for all purposes.

13.Liquidated Damages.In the event the Company does not pay Executive the Retention Bonus in accordance with the terms of this Agreement, the Company agrees to pay liquidated damages to Executive in an amount equal to the Retention Bonus.

In witness hereof, the Company and Executive have executed this Agreement to be effective as of the date first above written.

CBL & ASSOCIATES MANAGEMENT, INC.

By:________________________________

Name:
Title:

______________________________

Executive Name: [●]  

3

EX-99.1

Exhibit 99.1

News Release

 

Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com

Media Contact:  Stacey Keating, Senior Director – Public Relations & Corporate Communications, 423.490.8361, Stacey.Keating@cblproperties.com

CBL PROPERTIEs enters into restructuring support agreement WITH noteholders to significantly strengthen its capital structure

Approximately $900 million of Debt and at Least $600 Million of Other Obligations to be Eliminated

and Maturity Schedule Significantly Lengthened

Highly Experienced and Dedicated Leadership Team to Continue to Lead CBL

CHATTANOOGA, Tenn. (August 19, 2020) – CBL Properties (NYSE:CBL) today announced that the Company has entered into a Restructuring Support Agreement (the “RSA”) with  certain  beneficial  owners and/or investment advisors or managers of discretionary funds, accounts, or other entities (the “noteholders”) representing in  excess  of 57%  of  the aggregate principal amount of the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the “2023 Notes”), the Operating Partnership’s 4.60% senior unsecured notes due 2024 (the “2024 Notes”) and the Operating Partnership’s 5.95% senior unsecured notes due 2026 (the “2026 Notes” and together with the 2023 Notes and the 2024 Notes, the “Unsecured Notes”).

The terms of the RSA provide for a comprehensive restructuring of the Company’s balance sheet (the "Plan") through an in-court process contemplated to commence no later than October 1, 2020. The Company intends to continue collaborative negotiations with its senior, secured lenders in the meantime to attempt to reach a consensual arrangement with those lenders. In the event that such an arrangement were reached, the Company would amend the RSA to include its senior secured lenders. The agreement may be amended by the Company and with the consent of noteholders representing at least 75% of the Unsecured Notes that are held by noteholders that are party to the RSA.

The Plan would eliminate the approximately $1.4 billion principal amount of Unsecured Notes in exchange for the issuance of $500 million of new senior secured notes due June 2028, approximately $50 million of cash and approximately 90% of the new common equity of the Company to holders of the Unsecured Notes. As a result, the Plan, if implemented, will result in the elimination of approximately $900 million of debt, extension of the Company’s debt maturity schedule and a reduction in annual interest expense of more than $20 million. The Plan also contemplates eliminating the Company’s more than $600 million obligation on its preferred stock in exchange for new common equity and warrants. In sum, the Plan will provide the Company with a significantly stronger balance sheet by reducing total debt, extending debt maturities and increasing liquidity while minimizing operational disruptions. 

Through this process, all day-to-day operations and business of the Company’s wholly owned, joint venture and third-party managed shopping centers will continue as normal. CBL’s customers, tenants and partners can expect business as usual at all of CBL’s owned and managed properties.

“Reaching this agreement with our noteholders is a major milestone for CBL,” said Stephen D. Lebovitz, Chief Executive Officer of CBL. “The agreement will significantly improve our balance sheet by reducing leverage and increasing net cash flow and will simplify our capital structure, providing enhanced financial flexibility going forward.

-MORE-

CBL Properties Enters Into Restructuring Support Agreement With Noteholders To Significantly

   Strengthen Its Capital Structure

Page 2

August 19, 2020

“We also appreciate the confidence in the CBL organization and leadership team shown by the noteholders as we’ve worked collaboratively to find a solution that benefits all company stakeholders. Our goal is for this process to proceed as smoothly and as quickly as possible with no disruption to CBL’s operations. Once the process is complete, we will emerge as a stronger and more stable company, with an enhanced ability to execute on our keystrategies ofdiversifying our sources of revenue and transforming our properties from traditional enclosed malls to suburban town centers. As a result, we will be better positioned to grow our business over the near and longterm.”

CBL currently has approximately $220 million in cash on hand and available for sale securities. The Company’s cash position, combined with positive cash flow generated by ongoing operations, is expected to be sufficient to meet CBL’s operational and restructuring needs.

Certain subsidiaries, including CBL’s joint ventures and CBL’s special purpose entities holding properties that secure mortgage loans, are not contemplated to be included as part of the in-court process. CBL anticipates continuing to meet all debt service and other obligations, as required, under its property level secured loans and joint venture partnerships.   

The latest information on CBL’s restructuring, including news and frequently asked questions, can be found at cblproperties.com/restructuring.  

No Solicitation or Offer

Any new securities to be issued pursuant to the restructuring transactions may not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws but may be issued pursuant to an exemption from such registration provided in the U.S. bankruptcy code. Such new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This press release does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities referred to herein, nor is this press release a solicitation of consents to or votes to accept any chapter 11 plan. Any solicitation or offer will only be made pursuant to a confidential offering memorandum and disclosure statement and only to such persons and in such jurisdictions as is permitted under applicable law.

About CBL Properties

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 108 properties totaling 68.2 million square feet across 26 states, including 68 high‑quality enclosed, outlet and open-air retail centers and 9 properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information, visit cblproperties.com.

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included therein, for a discussion of such risks and uncertainties.

-END-

EX-99.2

Presentation to the Ad Hoc Group July 2020

Safe Harbor Statement While the information contained in this presentation is provided in good faith, neither CBL & Associates Properties Inc. (together with its subsidiaries and affiliates, “CBL”, of the “Company”) nor any of its advisers, representatives, officers, agents or employees makes any representation, warranty or undertaking, express or implied, with respect to this presentation and no responsibility or liability is accepted by any of them as to the accuracy, completeness or reasonableness of this presentation. The information contained in this presentation is as of the date hereof, and CBL and any of its affiliates each expressly disclaim any obligation to update the information herein presented or to correct any inaccuracies in this presentation that may become apparent. You should conduct your own investigation into any information contained in this presentation. The information included herein contains "forward-looking statements" within the meaning of section 27a of the securities act of 1933, as amended, and section 21e of the securities exchange act of 1934. All statements, other than statements of historical facts, included or incorporated by reference in this presentation that address ongoing or projected activities, events or trends that the company expects, believes, anticipates or assumes will or may occur in the future, including such matters as future operating results, capital expenditures, development or redevelopment projects, distributions, financings or refinancings, acquisitions or dispositions (including the timing, amount and nature thereof), tenant leasing, performance and results of operations, trends of the real estate industry or markets generally, and company business strategies and other matters of such nature are forward-looking statements. Such statements are based on expectations, beliefs, anticipations or assumptions which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Prospective investors are cautioned that any such statements or projections are not guarantees of future performance and that future events and actual events, financial and otherwise, may differ materially from the events and results discussed in forward-looking statements or projections. The company has no obligation, and makes no undertaking, to publicly update or revise any forward-looking statements or projections.  The reader is directed to the company's various filings with the securities and exchange commission, including without limitation the company's most recent earnings release and supplemental financial schedules filed on form 8-k,  the company's annual report on form 10-k and quarterly report on form 10-q and the "management's discussion and analysis of financial condition and results of operations" included therein, for a discussion of such risks and uncertainties.

Safe Harbor Statement This presentation is for informational purposes only, does not constitute, and shall not be interpreted as an offer, the solicitation of an offer or sale, or as the basis of a contract, and should not be construed as financial, legal, tax, accounting, investment or other advice or a recommendation with respect to any investment. This presentation shall not be taken as any form of commitment on the part of CBL to proceed with any transaction and is not intended to be relied upon as the basis for an investment decision in any securities issued by CBL or any other security. Securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an exemption from such registration. You agree that you are not entitled to, and will not, rely on the accuracy or completeness of this presentation, and that you will only be entitled to rely on such representations and warranties as may be included in any definitive agreement with respect to a transaction, when, as and if executed and delivered, and subject to such limitations and restrictions as may be contained therein. This presentation includes certain non-GAAP financial measures, which should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. This presentation and any other information to be supplied is being delivered to you for informational purposes only and upon the express understanding that you will keep confidential the information contained herein or sent herewith or made available in connection with further inquiries pursuant to the terms of the Non-Disclosure Agreement that the recipient of this presentation and the information supplied herein has executed with CBL prior to the receipt hereof and nothing contained herein shall supersede or limit the provisions of the Non-Disclosure Agreement.

Risk Factors The current pandemic of the novel coronavirus, or COVID-19 has, and could continue to, materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance, as could any future outbreak of another highly infectious or contagious disease. Since being reported in December 2019, COVID-19 has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The COVID-19 pandemic has had, and may continue to have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and, as cases of COVID-19 have continued to be identified in additional countries, many - including the United States - have reacted by instituting quarantines, mandating business and school closures and restricting travel. Certain states and cities, including where we own properties and where our corporate headquarters is located, have also reacted by instituting quarantines, restrictions on travel, “shelter-in-place” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. The Company cannot predict if additional states and cities will implement similar restrictions or when restrictions currently in place will be lifted . As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including the retail industry in which the Company and our tenants operate. A majority of our tenants have announced temporary closures or other limits on the operations of their stores and requested rent deferral or rent abatement during this pandemic or have failed to pay rent. In addition, state, local or industry-initiated efforts, such as tenant rent freezes, or governmental or court-imposed delays in the processing of landlord initiated commercial eviction and collection actions in various jurisdictions in light of the COVID-19 pandemic, may also affect our ability to collect rent or enforce remedies for the failure to pay rent. We believe our tenants do not have a contractual right to cease paying rent due to government-mandated closures and we intend to enforce our rights under our lease agreements. However, COVID-19 and the related governmental orders present fairly novel situations for which the ultimate legal outcome cannot be assured, and it is possible future governmental action could impact our rights under the lease agreements. The extent of tenant requests and actions, and the resulting impact to the Company’s results of operations and cash flows, is uncertain and cannot be predicted.

Risk Factors In addition, in response to an executive order issued by state and local authorities, most of our employees based at our headquarters are currently working remotely. The effects of the executive order, including an extended period of remote work arrangements, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. The COVID-19 pandemic, or a future pandemic, could also have further material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors: a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action; the reduced economic activity severely impacts our tenants' businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations; the reduced economic activity, as well as any lasting reduction in consumer activity at brick-and-mortar commercial establishments due to changed habits in response to the prolonged existence and threat of the COVID-19 pandemic, could result in a prolonged recession and could negatively impact consumer discretionary spending; difficulty accessing debt and equity capital on attractive terms, or at all, impacts to our credit ratings, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants' ability to fund their business operations and meet their obligations to us; permitting, inspections and reviews by jurisdictional planning commissions and authorities is also likely to be delayed or postponed which could materially impact the timeline and budgets for completing redevelopments; projects in our redevelopment pipeline may not be pursued or may be completed later or with higher costs than anticipated, potentially causing a loss that exceeds our investment in the project; the financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our credit facility, indentures and other recourse and non-recourse debt agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our revolving credit facility and pay dividends;

Risk Factors any impairment in value of our tangible assets and intangible lease assets that could be recorded as a result of weaker economic conditions; a deterioration in our or our tenants' ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants' efficient operations could adversely affect our operations and those of our tenants; the ability to renew leases or re-lease vacant spaces on favorable terms, or at all; and the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption. The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores and early terminations by our tenants of their leases could further reduce our cash flows, which could impact our ability to resume paying dividends to our stockholders at any point in the future. The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores and early terminations by our tenants of their leases could further reduce our cash flows, which could impact our ability to resume paying dividends to our stockholders at any point in the future. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. T he COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance. Please see CBL’s filings with the SEC for additional risk factors.

Introduction to CBL Management Charles B. Lebovitz, Chairman of the Board Chairman since CBL’s IPO in 1993 Founded CBL’s predecessor in 1978 Previously CEO and President of CBL B.A. from Vanderbilt University Stephen D. Lebovitz, Chief Executive Officer Director since 1993 Joined CBL in 1988 Previously at Goldman Sachs B.S. from Stanford University and M.B.A. from Harvard University Farzana Khaleel, Chief Financial Officer CFO since 2012 Joined CBL in 2000 Previously at Equitable Real Estate and IRT Property Company B.B.A., M.B.A., and M.S. from Georgia State University Michael I. Lebovitz, President Position held since 2018 Joined CBL in 1988 Previously at Goldman Sachs B.B.A. from University of Texas Jeffrey V. Curry, Chief Legal Officer and Secretary Joined CBL in 2012 having previously served as CBL’s external legal advisor since 1986 Previously at Husch Blackwell B.S. from Freed-Hardeman University, LL.M from New York University and J.D. from Memphis State University Howard B. Grody, Senior VP - Leasing Position held since 2008 Joined CBL in 1991 Previously at Sizeler Real Estate Properties and R.G. Foster & Associates B.S. from Tulane University Michael C. Harrison Jr., Executive VP - Operations Position held since 2018 Joined CBL in 2013 Previously at RealFoundations and KPMG B.B.A. from Dallas Baptist University Alan L. Lebovitz, Executive VP - Management Position held since 2018 Joined CBL in 1995 Previously at Goldman Sachs B.A. from Northwestern University and M.B.A. from Vanderbilt University Katie A. Reinsmidt, Chief Investment Officer CIO since 2017 Joined CBL in 2004 Previously at A.G. Edwards & Sons B.S. from University of Missouri – St. Louis

CBL Properties CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing markets Portfolio: 108 properties 59 malls 5 outlet centers 23 associated centers 6 community centers 6 office buildings 9 properties managed for 3rd parties

Strategic Objectives Operational Objectives: Near-term: Preserve occupancy/rents by negotiating short-term renewal leases with troubled retailers and long-term renewal leases with healthy in-demand retailers. Supplement revenue with temporary leasing to locals and regionals and other sources of income. Mid-term: Diversify revenue and improve tenant credit through focus on non-retail new leasing, densification of parking lots and anchor redevelopment. Approximately 76% of total new mall leases in 2019 were to non-apparel tenants. Redevelopment/Portfolio Positioning Objectives: Near-term: Mitigate co-tenancy/revenue loss through quick capital-lite backfill solutions including ground-lease structures, leases with minimal TA, vacant parcel sales, facilitating third-party buyers, etc. Mid-term: Continue accretive redevelopments of former anchor locations that demonstrate high ROI/value creation opportunities through use of available excess cash flow and by contributing value of existing land in joint venture structures. Financial Objectives: Near and Mid-term: Proactively reduce leverage by completing a holistic restructuring of CBL’s balance sheet including: Reducing exposure to unsecured notes Improving interest coverage ratios through lowering interest expense Substantially lengthening debt maturity profile Transform CBL’s portfolio of market-dominant enclosed regional malls into dynamic high-traffic suburban town centers - leading to stabilized revenues, a diversified tenant base and enhanced portfolio value

COVID-19 Impact and Response Portfolio Implications of COVID-19 Pandemic: COVID-19 is pulling forward several years of retailer fallout. Green Street forecasts more than half of mall-based department stores will close by 2021. Tenants with weaker liquidity positions or subpar business models will struggle to survive the COVID-19 pandemic and its widespread economic impact. J. Crew, JCPenney bankruptcies and Pier One liquidation are recent examples. The majority of the properties in the CBL portfolio closed during the month of March 2020 as a result of government-mandated orders. CBL believes it fully preserved its lease rights by closing locations when governmentally mandated and has notified the majority of national tenants that did not pay April rents that they are in default of their lease obligation. As of June 9, 2020, all but one property had reopened, including two for curbside or exterior only. CBL April rent collections were approximately 27% of billed cash-based rents, and estimates for May rent collections are approximately 32%. CBL was collecting ~25% as of the middle of May and ended May at ~32% collections. Collection rates have continued to improve through June. The majority of CBL’s tenants have requested deferral of rent or in certain instances, abatement of rents due. Given that stores were closed for roughly 6-8 weeks and sales recovery is anticipated to be gradual, CBL is working with many of its tenants on partial rent deferral or relief.

COVID-19 Impact and Response Significant Actions Taken to Preserve/Enhance Liquidity: CBL has implemented comprehensive programs to halt all non-essential expenditures, to reduce operating and overhead expenses and to reduce, defer or suspend capital expenditures, including redevelopment investments. The impact of these programs is reflected on the Cash Flow projections provided herein and include: Temporary reductions to executive compensation, including a 50% reduction for CBL’s Chairman, CEO and President, a 50% reduction to independent director fees and a 20% reduction for other officers; A broad-based 60-day furlough program impacting approximately 300 employees, or 60% of CBL’s workforce; 10% salary reductions for the full staff starting April 1; Capital expenditure reductions or deferrals, including redevelopment expenditures, estimated in the range of $60 million - $80 million; Suspension or delay of all other non-essential expenditures. CBL has also taken actions to improve its liquidity position to help offset the impact to near-term cash flows. In March, CBL completed a $280 million aggregate draw on its line of credit, which represented substantially all the remaining available balance. CBL has also been able to achieve debt service payment deferrals for certain secured loans.

Criteria for Investments Stand-alone unlevered return. Cross-benefit to the entire center (will the project drive additional traffic/sales to the center and ultimately result in higher renewal spreads for existing tenants/percentage rents/advertising opportunities, etc.). Defensive nature of the project - does it solve any co-tenancy by preserving revenue and what impact will long-term anchor vacancy have on the property? Is the mall unencumbered, collateral or secured?  If secured, does it make sense to invest relative to the mortgage value, and will CBL recover the investment through the property’s cash flows? Are there capital-lite alternatives (joint ventures, vacant parcel sales, ground lease structures, etc.) that allow CBL to complete a transformative redevelopment while investing limited or no capital? What is the risk that additional anchors will close and the impact that may have on the current project plans? Are we diversifying the uses and improving tenant credit quality? Long-term viability of the mall (i.e., competitive position, demographic shifts, etc.) Prudent Capital Allocation – CBL evaluates every project to ensure stringent investment criteria are met prior to project start

More Food: Cheesecake Factory, Malone’s, Drake’s, Seasons 52 More Health & Beauty: Sephora, Ulta Beauty, TruFit, O2 Fitness, Orange Theory More Entertainment & Experience: Main Event, Dave & Busters, Round 1, Tilt More Value/Boutique: Ross, TJMaxx, Altar’d State, A Beautiful Soul More Mixed-use: Aloft, Hilton Garden Inn, Hampton Inn DIVERSIFYING CBL is Reinventing its Properties Coastal Grand Dick’s Relocation Hamilton Place Self Storage Hamilton Place Sears Redevelopment (Dick’s Sporting Goods, Dave & Busters) Parkdale Self Storage Pearland HCA Medical Building REDEVELOPING – 2020 Projects Malls Are Becoming Suburban Town Centers

Property Former Anchor Replacement Status Layton Hills Macy’s (Dillard’s) Dillard’s Open* Eastland Mall JCPenney H&M, Planet Fitness Open Jefferson Mall Macy Round1 Open Northwoods Mall Sears (Seritage) Burlington Open* Kentucky Oaks Mall Sears (Seritage) Burlington, Ross Dress for Less Open* West Towne Sears (Seritage) Dave & Busters, Total Wine Open* Parkdale Mall Macy Dick Sporting Goods, Five Below, HomeGoods Open Brookfield Square Sears Marcus Theaters, Whirlyball Open Brookfield Square Sears Excess Land (City) Hotel/Convention Center Open* Laurel Park Place Carson’s Dunham Sports Open Meridian Mall Younkers High Caliber Karts Open* Stroud Mall Boston Shoprite Open* Kentucky Oaks Mall Elder Beerman HomeGoods, Five Below Open* Frontier Mall Sears (Jax) Jax Outdoor Gear Open* Stroud Mall Sears EFO Furniture Outlet Open* Dakota Square Herberger Ross Dress for Less Open Hamilton Place Sears Dicks Sporting Goods, Dave & Busters, ALoft Hotel, office Open (Aloft opens in ‘21) Cherryvale Mall Sears Tilt Complete - Opening Pending York Galleria Sears Hollywood Casino Under Construction – opens ’20/’21 Westmoreland Mall BonTon Stadium Live! Casino Under Construction – opens ’20* Richland Mall Sears (Dillard’s) Dillard’s Under Construction – opens ’20* Post Oak Mall Sears (Elm Creek) Conn’s HomePlus Under Construction – open ’20 Kirkwood Mall BonTon Restaurants Construction start in 2020 South County Center Sears Round1 Construction TBD Imperial Valley Sears (Seritage) Hobby Lobby Construction TBD* Hanes Mall Sears (Novant) Novant Health Construction TBD * Sunrise Mall Sears (Elm Creek) OFS Entertainment/Fitness User Construction TBD* Cross Creek Mall Sears Dave & Busters, Rooms To Go, Restaurants Construction start in 2020 West Towne Mall Boston Von Maur Opening 2022 *Denotes Capital Lite project with zero or minimal capital invested by CBL. Anchor Replacement Program Nearly 30 Locations Committed Including 15 Capital Lite Projects

Brookfield Square, Milwaukee, WI Sears Redevelopment - OPEN Replaced Former Sears with: Whirlyball, Marcus Theaters, Restaurants, Fitness, shops 168-key Hilton Garden Inn and adjacent conference center (sale) Project SF Total Cost (ex. Acq. Cost) Est. Opening Pro Forma Unleveraged Yield 126,000 $25.2M Open 10.1%

Hamilton Place, Chattanooga, TN Sears Redevelopment - OPEN Replaced Sears location with: Cheesecake Factory, Dick’s Sporting Goods and Dave & Busters 145-Room Boutique Hotel (opens ‘21)

Cross Creek, Fayetteville, NC Sears Redevelopment – Construction in ‘20 Former Sears to be replaced with: Rooms To Go (sale) Longhorn Steakhouse & BJs Brewhouse Dave & Busters, Shops Construction on hold, expected to commence in 2020 Project SF Total Cost (ex. Acq. Cost) Est. Opening Pro Forma Unleveraged Yield 65,746 $17.5M TBD 10.3%

Top 25 Tenants Based on Percentage of Q1 2020 Annualized and FY 2019 Revenue1 The percentage of total revenues is based on the Company's total consolidated revenues and pro rata share of unconsolidated revenues received

Selected Anchor Composition by Annual Gross Rent – CBL Share1,2 Excludes non-core properties As of March 31, 2020 ($ in millions)

Projection Assumptions and Methodology Overall Projection Framework Property level projections are undertaken on a space-by-space / tenant-by-tenant basis taking into account The current in-place lease including rate and escalations, assumptions on lease rollovers and views on bankruptcies and any co-tenancy impacts G&A based on a detailed bottoms up analysis 2020P – Post-COVID Management adjusted pre-COVID Projections for the following items to arrive at post-COVID 2020 Projections Revenue: Rent abatements, concessions, and deferrals were taken into account including April 2020 collection rates to determine adjustments to revenue Expenses: Expense estimates incorporate utility, janitorial, and payroll savings due to mall closures and personnel furloughs. Additionally, Management team deferred/canceled non-essential planned R&M CapEx: Management reviewed planned capital expenditures for 2020. All CapEx spend was deferred with the exception of those items already completed or essential for life safety issues (i.e. parking garage, etc..) Redevelopment/Development: All current and planned 2020 Development spend was reviewed and essential (i.e. work already completed) and necessary (projects close to completion, date sensitive, etc..) projects were kept in 2020. Certain projects were pushed to later dates 2021P Prepared on tenant space-by-space basis as noted in the overall projection framework

Key Financial Metrics Overview: Accrual Basis1 NOTE: This presentation includes financial forecasts with respect to certain metrics of CBL. These projections have not been prepared in accordance with GAAP and should not be relied upon as being indicative of future results. The assumptions and estimates underlying these forecasts are inherently uncertain, are subject to a number of risks, including those referred to herein, and are subject to change. These projections speak only as of the date of this presentation and CBL has no obligation, and makes no undertaking, to update the projections. All figures presented on GAAP basis Based on CBL’s share of consolidated and unconsolidated joint ventures GAAP NOI defined as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs) Adjusted EBITDA defined as NOI less corporate G&A, plus management / development fee income from third parties, and other corporate items FFO defined as NAREIT’s definition of FFO less dividends on preferred stock of the Company, as applicable Adjustments include items such as gain on extinguishment of debt, litigation expense, and abandoned project write-offs; management does not project adjustments Determined based on credit facility outstanding balance and NOI as defined of borrowing based properties at each period. 12/31/18 ratio reflects closing ratio on 1/31/19 based on 12/31/18 NOI and outstanding balance at 1/31/19 HISTORICAL COVENANT COMPLIANCE HISTORICAL & PROJECTED FINANCIALS2 ($ in millions)

2019 BY OWNERSHIP TYPE Note: Only showing actuals for properties in CBL’s current portfolio and does not include properties previously disposed Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties Includes storage, residences/hotels, offices, land, residences, and outparcels Key Property Metrics: Modified Cash Basis NOI - CBL Share1 2019 BY PROPERTY TYPE Modified Cash NOI excludes straight line rents, above / below market lease rates, landlord inducements and lease buyouts and management fees ($ in millions)

Historical Key Financial Metrics – CBL Share (Modified Cash NOI)1 Note: Only showing actuals for properties in CBL’s current portfolio and does not include properties previously disposed Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties Includes a combination of associated centers, community centers, storage, residences/hotels, offices, land, residences and outparcels Modified Cash NOI excludes straight line rents, above / below market lease rates, landlord inducements and lease buyouts and management fees

Projected Key Financial Metrics – CBL Share (Modified Cash NOI)1 NOTE: This presentation includes financial forecasts with respect to certain metrics of CBL. These projections have not been prepared in accordance with GAAP and should not be relied upon as being indicative of future results. The assumptions and estimates underlying these forecasts are inherently uncertain, are subject to a number of risks, including those referred to herein, and are subject to change. These projections speak only as of the date of this presentation and CBL has no obligation, and makes no undertaking, to update the projections. Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties; Guaranteed properties shown at CBL% of guarantee Includes storage, residences/hotels, offices, land, residences and outparcels Assumes that mortgages with maturities during this period are refinanced at their current principal and interest payment rates Modified Cash NOI excludes straight line rents, above / below market lease rates, landlord inducements and lease buyouts and management fees

COVID-Adjusted Cash Flow Projections for 2020 ($ in millions) Overview of Monthly Cash Position (non-GAAP): Cash position reflects Management’s best estimate of revenue collection and expense savings, including actual collection rates of approximately 27% in April and 32% in May and capital expenditures and certain redevelopment spend CBL was collecting ~25% as of the middle of May and ended May at ~32% collections. Collection rates have continued to improve through June Includes $280mm draw on credit facility in March, and no further draws and/or paydowns It is the Company’s view that the credit facility lenders do not presently hold perfected liens on the Company’s cash Assumes ongoing corporate debt service, such as interest on credit facility and senior unsecured notes, and no restructuring transaction Reflects actual cash flows through March 31 and Company business plan forecast from April 1 through year-end Elements of Key Annual Cash Flow Projections: General & Administrative Expense: ~$64mm Property Debt Service: ~$119mm Property Escrow: ~$21mm Capex / Tenant Allowances: $25 – 30mm Redevelopment Capex: $45 – 50mm Dispositions: ~$10-20mm Detail on Capex / Redevelopment Spend All CapEx spend deferred, except those items already completed or essential for life safety issues (i.e. parking garage, etc..) Redevelopment spend in 2020 and 2021 are curtailed to preserve cash NOTE: This presentation includes financial forecasts with respect to certain metrics of CBL. These projections have not been prepared in accordance with GAAP and should not be relied upon as being indicative of future results. The assumptions and estimates underlying these forecasts are inherently uncertain, are subject to a number of risks, including those referred to herein, and are subject to change. These projections speak only as of the date of this presentation and CBL has no obligation, and makes no undertaking, to update the projections.

Secured and Unsecured Loan Balances – CBL Share1 Excludes non-core properties Current LOC balance of $1.31mm and revolver balance of $675.93mm Outstanding balances at original maturity dates ($ in millions) 2

Appendix

Historical Operating Metrics – 2017 CBL Share1 Modified Cash NOI excludes straight line rents, above / below market lease rates, landlord inducements and lease buyouts and management fees Note: Only showing actuals for properties in CBL’s current portfolio and does not include properties previously disposed; Guaranteed properties shown at CBL% of guarantee Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties Includes storage, residences/hotels, offices, land, residences and outparcels Includes new development, redevelopment and expansion costs

Historical Operating Metrics – 2018 CBL Share1 Modified Cash NOI excludes straight line rents, above / below market lease rates, landlord inducements and lease buyouts and management fees Note: Only showing actuals for properties in CBL’s current portfolio and does not include properties previously disposed; Guaranteed properties shown at CBL% of guarantee Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties Includes storage, residences/hotels, offices, land, residences and outparcels

Historical Operating Metrics – 2019 CBL Share1 Modified Cash NOI excludes straight line rents, above / below market lease rates, landlord inducements and lease buyouts and management fees Note: Only showing actuals for properties in CBL’s current portfolio and does not include properties previously disposed; Guaranteed properties shown at CBL% of guarantee Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties Includes storage, residences/hotels, offices, land, residences and outparcels

Projected Operating Metrics – 2020 CBL Share1 Modified Cash NOI excludes straight line rents, above / below market lease rates, landlord inducements and lease buyouts and management fees NOTE: This presentation includes financial forecasts with respect to certain metrics of CBL. These projections have not been prepared in accordance with GAAP and should not be relied upon as being indicative of future results. The assumptions and estimates underlying these forecasts are inherently uncertain, are subject to a number of risks, including those referred to herein, and are subject to change. These projections speak only as of the date of this presentation and CBL has no obligation, and makes no undertaking, to update the projections. Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties; Guaranteed properties shown at CBL% of guarantee Includes storage, residences/hotels, offices, land, residences and outparcels Assumes that mortgages with maturities during this period are refinanced at their current principal and interest payment rates

Projected Operating Metrics – 2021 CBL Share1 Modified Cash NOI excludes straight line rents, above / below market lease rates, landlord inducements and lease buyouts and management fees NOTE: This presentation includes financial forecasts with respect to certain metrics of CBL. These projections have not been prepared in accordance with GAAP and should not be relied upon as being indicative of future results. The assumptions and estimates underlying these forecasts are inherently uncertain, are subject to a number of risks, including those referred to herein, and are subject to change. These projections speak only as of the date of this presentation and CBL has no obligation, and makes no undertaking, to update the projections. Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties; Guaranteed properties shown at CBL% of guarantee Includes storage, residences/hotels, offices, land, residences and outparcels Assumes that mortgages with maturities during this period are refinanced at their current principal and interest payment rates

Loan Balances – CBL Share1 1. Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties Outstanding balances at original maturity dates; Variable Rates as of 3/31/20 ($ in millions)

Loan Balances – CBL Share1 1. Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties Outstanding balances at original maturity dates; Variable Rates as of 3/31/20 ($ in millions)

Loan Balances – CBL Share1 Based on CBL’s share of consolidated and unconsolidated joint ventures; Excludes non-core properties Current LOC balance of $1.31mm and revolver balance of $675.93mm Outstanding balances at original maturity dates; Variable Rates as of 3/31/20 ($ in millions) 2

Anchor Exposure1 Excludes non-core properties

Anchor Exposure1 Excludes non-core properties

Anchor Exposure1 Excludes non-core properties

Anchor Exposure1 Excludes non-core properties

Anchor Exposure1 Excludes non-core properties

Select Statistics on Certain Malls Brookfield Square excludes redeveloped Sears parcel York Galleria includes redeveloped Sears parcel 1 2

EX-99.3

FIDENTIAL 1 Exhibit 99.3 Confidential Draft Subject to FRE 408 & Similar Provisions Subject to Provisions in the Pre-Negotiation Agreement dated April 22, 2020 Preliminary Analysis – Subject to Material Revision Not for Further Distribution July 20, 2020 CBL & Associates Properties, Inc. Discussion Materials © 2020, Ducera Partners LLC / CON

Confidential Draft Subject to FRE 408 & Similar Provisions Subject to Provisions in the Pre-Negotiation Agreement dated April 22, 2020 Preliminary Analysis – Subject to Material Revision Not for Further Distribution Credit Facility Counterproposal ($ in millions) Cash Consideration Debt Consideration unencumbered entities noteholders Equity Consideration Notes: (1) Incremental NOI to include a mix of asset classes (malls, associated centers, outparcels) to be allocated proportionally (2) Determined assuming that the REIT will meet its distribution requirement by distributing stock dividends to the maximum extent permitted 2 © 2020, Ducera Partners LLC / CONFIDENTIAL Post-Emergence Ownership 90% - 90% - Amount $500 $1,123 $400 $1,123 Coupon 10% L + 2.25% 10% 10% Amortization - $45 - - Liens NOI Debt Yield Second Lien First liens on unencumbered assets with: $86 17% No second liens First liens on existing security plus unencumbered assets for total: $140 12% No second liens First liens on unencumbered assets with: ~$66 16% Second liens on all Bank Lender collateral First liens on existing security plus unencumbered assets for total: ~$176(1) 16% Second liens on all Unsecured Lender collateral Guarantees Unsecured guarantees from all unencumbered entities Limited Parent guarantee Unsecured guarantees from all unencumbered entities Unsecured guarantees from all Protection Market call protection; Bankruptcy make-whole protection None To be discussed Same treatment as unsecured Covenants No maintenance; incurrence only Total Debt/Total Assets (TBD); Debt Yield Cash Trap (>10%); Debt Yield Default (>9%) No maintenance; incurrence only Total Debt/Total Assets (TBD); Debt Yield Cash Trap (>13.5%); Debt Yield Default (>11%) Restricted Payment Limitations N/A N/A N/A Distributions limited to the minimum amount of cash that is required to be distributed by the REIT/Borrower with respect to a taxable year in order to maintain REIT status(2) Maturity June 2028 December 2027 June 2028 December 2024 Consent/Forbearance (%) 6% - 3% 3% Consent/Forbearance ($) $80 - $41 $34 Compan y Pr oposal ( 7/ 17) Coun ter pr oposal Un secu r ed Len der s Ban k Len der s Un secu r ed Len der s Ban k Len der s

Confidential Draft Subject to FRE 408 & Similar Provisions Subject to Provisions in the Pre-Negotiation Agreement dated April 22, 2020 Preliminary Analysis – Subject to Material Revision Not for Further Distribution Disclaimer The information herein has been prepared exclusively for Recipients by Ducera Partners LLC ("Ducera"). The information contained herein is based on publicly available sources and materials provided by counsel and Ducera has not assumed any responsibility for independently verifying such information. No representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted, by Ducera or by any of its officers, directors or agents as to or in relation to the accuracy or completeness of any information contained herein. In furnishing this information, Ducera undertakes no obligation to provide Recipients with access to additional information, to update any information contained herein, or to correct any inaccuracies herein. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Ducera. 3 © 2020, Ducera Partners LLC / CONFIDENTIAL

EX-99.4

August 5, 2020 Term Sheet

Term Sheet Company Proposal (8/5/2020) BANK FACILITY Extension of maturity to December 2027 Increase in amortization from $35mm to $49mm starting in 2021 Interest rate: L+225, 1% LIBOR floor Relief on covenants (see page 2) Additional collateral sufficient to bring total projected 2021E NOI to ~$144mm Limited parent guarantee for any deficiency claim SENIOR UNSECURED NOTES Cash consideration of $80mm1 ($[TBD]mm in form of consent/forbearance fee) Takeback 1L debt of $500mm due June 2028 Coupon rate: 10.00% Liens on unencumbered assets and unsecured guarantees from certain entities Baskets to remove collateral TBD, and based upon release prices to be negotiated Liens on cash and treasuries 105% call protection for the first 18 months, no call for the next 3 years, 105% for the next year, and 102.5% for the next year Bankruptcy make-whole Asset sale provision at 102 pay down No maintenance covenants Incurrence test for Total Debt/Total Assets (excludes outparcels) Ability to form JVs with contributed land from collateral so long as JVs remain as credit support 90% of post-emergence equity2 PREFERRED EQUITY If preferred holders vote in favor of the transaction, TBD split of 10% of reorganized common equity2 to be shared with existing common equity and TBD split of warrants If preferred holders vote against the transaction as a class, preferred holders shall recover zero Cash out option for preferred shares (TBD) COMMON EQUITY & SPECIAL COMMON UNITS If common equity holders and special common units vote in favor of the transaction as a class, TBD split of 10% of reorganized common equity2 Three warrant packages (TBD split between preferred and common): Package A: 6.67% 3-year warrants with strike where bonds recover 80% Package B: 6.67% 4-year warrants with strike where bonds recover 95% Package C: 6.67% 5-year warrants with strike where bonds recover 110% If common equity holders vote against the transaction as a class, common equity holders shall recover zero Includes June 2020 interest payment of $30.4mm Subject to dilution from [10]% MIP and warrants [ ]

To accomplish the exchange and successfully delever the its balance sheet, CBL requests the following from the Credit Facility lenders Waive re-appraisal requirement in 2/22 No minimum liquidity Flexibility under investments covenant to make investments in JVs without restriction 80% occupancy rate carveout to be discussed Covenant amendments Proposed Amendments to Credit Facility Agreement To include fair value at closing (fresh start GAAP accounting); not adjusted for later fair value due to impairments Tested quarterly with holiday through Q3 2021; to be tested starting Q4 2021 COMPANY PROPOSED AMENDMENTS [ ]

XML

Cover Page	Aug. 18, 2020
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 18, 2020
Entity Registrant Name	CBL & ASSOCIATES PROPERTIES, INC.
Entity Central Index Key	0000910612
Entity Emerging Growth Company	false
Entity File Number	1-12494
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1545718
Entity Address, Address Line One	2030 Hamilton Place Blvd., Suite 500
Entity Address, City or Town	Chattanooga
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37421-6000
City Area Code	423
Local Phone Number	855-0001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CBL
Security Exchange Name	NYSE
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	CBLprD
Security Exchange Name	NYSE
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	CBLprE
Security Exchange Name	NYSE
CBL & Associates Limited Partnership
Document Information [Line Items]
Entity Registrant Name	CBL & ASSOCIATES LIMITED PARTNERSHIP
Entity Central Index Key	0000915140
Entity File Number	333-182515-01
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1542285