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THE TRANSACTION CONTEMPLATES DIFFERENT TREATMENT OF THE BANK CLAIMS AND NOTES CLAIMS (EACH AS DEFINED BELOW) DEPENDING ON WHETHER THE BANK CLAIMS ACCEPT OR REJECT THE PLAN.

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

The Claims (for illustrative purposes, approximately $[1.115] billion) (the “Bank Claims”) 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 “Bank Credit Agreement”), by and among CBL & Associates Limited Partnership, as borrower (the “Bank Claim Borrower”), the Company Parties party thereto, the lenders from time to time party thereto (the “Bank Lenders”), and Wells Fargo Bank, National Association, as administrative agent (“Bank Agent”) for itself and for the benefit of the Bank Lenders, shall be treated as follows:

•  If the Bank Claims accept the Plan:

(a) All Bank Claims shall be treated as allowed secured Claims against the Bank Claim Borrower in an aggregate amount equal to all outstanding principle, any accrued and unpaid prepetition interest (at the non-default rate) and the reasonable and documented fees and expenses of the Bank Lenders and the Bank Agent that have been incurred and are unpaid, all as permitted under the Bank Credit Agreement;

(b) In full and complete satisfaction of all Bank Claims held by the Bank Agent and all Bank Lenders, except for Bank Lenders who are Consenting Noteholders (the “New Bank Lenders” and such Bank Claims (for illustrative purposes, approximately $[982] million¹), the “New Bank Lender Claims”), (i) a newly-formed intermediate holding company (the “New Bank Claim Borrower”) that will (A) be owned by the Bank Claim Borrower and (B) own only the direct and indirect subsidiaries (the “Bank Claim Subsidiaries”) that own the assets and properties that secure payment of the obligations under the Bank Credit Agreement (the “Bank Claim Collateral”), shall enter into a new term loan agreement (the “New Bank Credit Agreement”) with a financial institution satisfactory to the Required Consenting Noteholders and the Company, as administrative/collateral agent (the “New Bank Agent”), and the New Bank Lenders in an aggregate principle amount equal to $[925] million, which shall be guaranteed by the Bank Claim Subsidiaries and secured by a first lien in and to the Bank Claim Collateral and pursuant to which new loans shall be issued having the terms set forth on Exhibit 1-A hereto (the “New Bank Term Loans”), and (ii) each New Bank Lender shall receive its pro rata share (based on the ratio of such New Bank Lender’s Claims to the aggregate amount of all New Bank Lender Claims (each such share, a “New Bank Lender Pro Rata Share”)) of $[50] million in cash (which, when taken together with the New Bank Lenders’ receipt of $[925] million of New Bank Term Loans shall result in a waiver of approximately $[7] million of the New Bank Lender Claims); and

(c) In full and complete satisfaction of all Bank Claims held by the Consenting Noteholders (for illustrative purposes, approximately $[133] million²), each such Consenting Noteholder shall agree to receive, and receive, as less favorable

All references herein to the illustrative approximate amount of the New Bank Lender Claims are subject to change due to, among other things, the purchase of additional Bank Claims by Consenting Noteholders. In the event and to the extent of any such change, the distributions described herein on account of such Claims shall be adjusted in a corresponding fashion.

All references herein to the illustrative approximate amount of the Bank Claims held by Consenting Noteholders are subject to change due to, among other things, the purchase of additional Bank Claims by Consenting Noteholders. In the event and to the extent of any such change, the distributions described herein on account of such Claims shall be adjusted in a corresponding fashion.

treatment in respect of its Bank Claims, its pro rata share (based on the ratio of such holder’s Bank Claims to the aggregate amount of Bank Claims held by all Consenting Noteholders (each such share, a “Noteholder-Lender Pro Rata Share”)) of (i) new senior secured notes (the “New Notes”) to be issued by a separate newly-formed intermediate holding company (the “New Notes Issuer”) that will (A) be owned by the Bank Claim Borrower and (B) own all the direct and indirect subsidiaries of the Bank Claim Borrower other than the Bank Claim Subsidiaries (the “New Notes Issuer Subsidiaries”) pursuant to an indenture (the “New Notes Indenture”) having the terms set forth on Exhibit 2 hereto, and cash (as agreed by the Required Consenting Noteholders), which New Notes and cash, if any, shall total $[82.5-95] million in the aggregate, and (ii) [10-20]% of the common equity in the reorganized Company (the “New Common Equity Interests”), as agreed upon by the Consenting Noteholders and subject to dilution by the Management Incentive Plan (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.

•  If the Bank Claims reject the Plan:

(a) The Bank Claims shall be bifurcated into (i) secured Claims in an aggregate amount equal to the value of the Bank Claim Collateral (as agreed by the parties or as determined by the Bankruptcy Court pursuant to section 506(a) of the Bankruptcy Code) (for illustrative purposes, approximately $[950] million) (the “Bank 1129(b) Secured Claims”), and (ii) unsecured Claims in an aggregate amount equal to the difference, if any, between the full amount of the Bank Claims and the aggregate amount of the Bank 1129(b) Secured Claims (for illustrative purposes, approximately $[165] million) (the “Bank Deficiency Unsecured Claims”);

(b) In full and complete satisfaction of the New Bank Lenders’ pro rata share of the Bank 1129(b) Secured Claims (for illustrative purposes, approximately $[837] million), upon the later to occur of the Plan Effective Date and the date such Bank 1129(b) Secured Claims become allowed secured Claims, the New Bank Claim Borrower shall enter into a new term loan agreement (the “New 1129(b) Bank Credit Agreement”) with the New Bank Agent and the New Bank Lenders and issue to the New Bank Lenders loans, which shall be guaranteed by the Bank Claim Subsidiaries and secured by the Bank Claim Collateral pursuant to which new loans shall be issued having the terms set forth on Exhibit 1-B hereto (the “New 1129(b) Bank Term Loans”), in an amount equal to the Bank 1129(b) Secured Claims held by the New Bank Lenders, as allowed;

(c) In full and complete satisfaction of the Bank Deficiency Unsecured Claims, if any, held by the New Bank Lenders (for illustrative purposes, approximately $[145] million), upon the later to occur of the Plan Effective Date and the date such Bank Deficiency Unsecured Claims become allowed unsecured Claims, the New Bank Claim Borrower shall issue to the New Bank Lenders New 1129(b) Bank Term Loans in an amount equal to the Bank 1129(b) Secured Claims held by the Consenting Noteholders (for illustrative purposes, approximately $[113] million); unless the Bankruptcy Court determines that such Bank Deficiency Unsecured Claims are also to receive a Bank Deficiency Unsecured Claims Equity Distribution (as defined below) in accordance with the last paragraph of this Section.

(d) In full and complete satisfaction of all Bank 1129(b) Secured Claims held by the Consenting Noteholders, such Bank 1129(b) Secured Claims shall be treated as allowed secured Claims and, upon the occurrence of the Plan Effective Date, each such Consenting Noteholder shall agree to receive, and receive, as less favorable treatment in respect of its Bank 1129(b) Secured Claims, its Noteholder-Lender Pro Rata Share of cash and, together with other consideration (as agreed by the Required Consenting Noteholders), in an amount/having a value equal to [95]% of the aggregate amount of the Bank 1129(b) Secured Claims held by the Consenting Noteholders (such amount of cash/value of other consideration being, for illustrative purposes, approximately $[107] million); and

(e) In full and complete satisfaction of the Bank Deficiency Unsecured Claims held by the Consenting Noteholders (for illustrative purposes, approximately $[20.0] million), each such Consenting Noteholder shall agree to receive, and receive, as less favorable treatment in respect of its Bank Deficiency Unsecured Claims, its Noteholder-Lender Pro Rata Share of New Common Equity Interests having a value equal to the amount of such Bank Deficiency Claims multiplied by the percentage recovery being distributed under the Plan to the New Bank Lenders on account of their Bank Deficiency Unsecured Claims (the “Bank Deficiency Unsecured Claims Common Equity Distribution”), subject to dilution by the Management Incentive Plan 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; unless the Bankruptcy Court determines that such Bank Deficiency Unsecured Claims are also to receive a Bank Deficiency Unsecured Claims Equity Distribution in accordance with the last paragraph of this Section.

If the Bankruptcy Court determines that, in order for the Plan to be confirmed, the Bank Lenders must receive either (i) a greater or full recovery in satisfaction of their Bank Deficiency Unsecured Claims, if any, than that provided by the immediately preceding paragraphs (c) or (e) or (ii) for any other reason, a recovery in addition to the aggregate New 1129(b) Bank Term Loans, then upon the later to occur of the Plan Effective Date and the date such Bank Deficiency Unsecured Claims become allowed unsecured Claims, each Bank Lender shall receive its pro rata share of new preferred and/or common stock to be issued by the Company (the terms and character of such equity to be subject to the consent of the Required Consenting Noteholders) having a value equal to the amount of the additional recovery required, as determined by the Bankruptcy Court (the “Bank Deficiency Unsecured Claims Equity Distribution”).

On the Plan Effective Date, the Notes Claims shall be treated as follows:

•  If the Bank Claims accept the Plan:

In full and complete satisfaction of all Notes Claims, each holder of an allowed Notes Claim shall receive its pro rata share of (i) $[500] million of the New Notes, (ii) $[50] million in cash, and (iii) [70-80]% of the New Common Equity Interests, subject to dilution by the Management Incentive Plan 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.

[The Plan shall permit a holder of Notes Claims that wishes to receive cash in lieu of New Common Equity Interests to transfer such holder’s entitlement to receive New Common Equity Interests to another holder of Notes Claims that wishes to receive such New Common Equity Interests on terms agreed between such parties.]³

•  If the Bank Claims reject the Plan:

[Subject to continuing review in respect of compliance with 11 U.S.C. § 1145 and applicable securities laws.]

In full and complete satisfaction of all Notes Claims, each holder of an allowed Notes claim shall receive its pro rata share (i) [90]% of the New Common Equity Interests, less any New Common Equity Interests issued on account of the Bank Deficiency Unsecured Claims, subject to dilution by the Management Incentive Plan 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, and (ii) New Preferred Stock (as defined in and on the terms set forth in Exhibit 3 hereto) equal in value to $[650] million, less the Bank Deficiency Unsecured Claims Equity Distribution, if any.

[The Plan shall permit a holder of Notes Claims that wishes to receive cash in lieu of New Common Equity Interests and New Preferred Stock to transfer such holder’s entitlement to receive New Common Equity Interests and New Preferred Stock to another holder of Notes Claims that wishes to receive such New Common Equity Interests on terms agreed between such parties.]⁴

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]⁵% of the New Common Equity Interests, which New Common Equity Interests shall be subject to dilution by 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, 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 $5.0 million and on terms reasonably acceptable to the Company and Required Consenting Noteholders.

[Subject to continuing review in respect of compliance with 11 U.S.C. § 1145 and applicable securities laws.]

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

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

•  If the Bank Claims accept the Plan:

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 Parties, 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 Parties, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Company Parties 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 Parties, the Notes, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Company Parties, 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.

•  If the Bank Claims reject the Plan, the above-described releases and exculpatory provisions shall include the following carve out in respect of the persons and entities to be released and exculpated:

“(other than any Person appointed by the Bank Agent and/or Bank Lenders to exercise any voting proxy or otherwise serve as a member, director, officer or in any other capacity with respect to any Company Subsidiary in connection with the Bank Lenders Enforcement Action)”.

(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 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 (the “Confirmation Order”) in form and substance consistent with this Term Sheet and the RSA, such order shall otherwise be reasonably acceptable to the Company 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 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) 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

(a)   No later than [•] days after the Petition Date, the Company Parties shall have filed the Plan and a motion seeking approval of the Disclosure Statement.

(b)   No later than 60 days after the Petition Date, the Bankruptcy Court shall have entered a final order approving use of cash collateral.

(c)   No later than [85] days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement.

(d)   No later than [165] days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order.

(e)   No later than [195] days after the Petition Date, the Plan Effective Date shall have occurred.

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

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

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

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 LP 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.