cbl-ex993

Term Sheet

Subject to FRE 408


	Ad Hoc Group Proposal
Credit Facilities	> Secured takeback debt
	‒ Amount: $[950]mm (amount will be equal to the value of the collateral) ‒ Maturity: December 2027 ‒ Interest Rate: L + 350 bps (50 bps floor) ‒ Amortization: None ‒ Paydown: None ‒ Upfront Fee: None ‒ Collateral: Liens on existing Borrowing Base properties; no additional collateral ‒ Guarantors: No guarantee from CBL LP, or its successor; no recourse to any legal entities other than entities holding Borrowing Base properties ‒ Financial Covenants: TBD ‒ Restricted Payments: No limitation on Restricted Payments
	> Pro rata share of $[750]mm of new preferred equity, to be shared pro rata among the Credit Facility claim (until payment in full) and bondholder claim: ‒ Estimate $[173]mm of new preferred equity o Depending upon the amount of new secured takeback debt, new preferred equity may be re-sized to ensure a par recovery to the Credit Facility banks (i.e. secured takeback debt plus new preferred equity to Credit Facility to equal par recovery) ‒ [TBD]% PIK dividend ‒ Votes with the reorganized common equity as a single class on a one-for-one basis on all matters submitted to the holders of reorganized common equity ‒ Other terms TBD
Unsecured Bonds	> Pro rata share of $[750]mm of new preferred equity (estimated to equal): ‒ Estimate $[577]mm of new preferred equity > 90% of reorganized common equity(1)

(1) Subject to dilution from MIP and warrants.

Privileged & Confidential

Prepared at the Direction of Counsel

Subject to Material Change

Term Sheet (Cont’d)

Subject to FRE 408

Ad Hoc Group Proposal

Preferred Equity

> If preferred holders vote in favor of the transaction, TBD split of 10% of reorganized common equity on a

pre-diluted basis(1) to be shared with existing common equity and TBD split of Warrants (as defined below)

‒ $5mm cash out option for existing preferred holders on terms reasonably acceptable to the Company and Required Consenting Noteholders

> If preferred holders vote against the transaction as a class, preferred holders shall recover zero

Common Equity

> If common equity holders and special common units vote in favor of the transaction as a class, common shareholders and special common unit holders shall receive 10% of the reorganized common equity on a pre-diluted basis(1) to be split TBD with preferred equity

> Three warrant packages (“Warrants”); Warrants to be split TBD between preferred equity and existing common equity

‒ Package A: 6.67% 3-year warrants with a strike price where bonds recover 80%

‒ Package B: 6.67% 3-year warrants with a strike price where bonds recover 95%

‒ Package C: 6.67% 4-year warrants with a strike price where bonds recover 110%

> If common equity holders vote against the transaction as a class, common equity holders shall recover zero

> Warrants expire if they are trading at a 35% premium to their strike price for 90 days without exercise

Management

> Up to 10% of reorganized common equity

Incentive Plan

(“MIP”)

Board of Directors

> 1 member is CEO

> 5 members selected by Required Consenting Noteholders

> 1 member selected by Company Parties and reasonably acceptable to Required Consenting Noteholders

(1) Subject to dilution from MIP and warrants.

Privileged & Confidential

Prepared at the Direction of Counsel Subject to Material Change Subject to FRE 408

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