Bond CBL Properties 7% ( US12511CAC47 ) in USD

CBL Properties

188 % ⇌

United States

US12511CAC47 ( in USD )

7% per year ( payment 2 times a year)

15/11/2028

Prospectus brochure of the bond CBL Properties US12511CAC47 en USD 7%, maturity 15/11/2028

12511CAC4

N/A

15/05/2024 ( In 8 days )

The Bond issued by CBL Properties ( United States ) , in USD, with the ISIN code US12511CAC47, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/11/2028

Draft 10/27/21
SUBJECT TO FURTHER REVISION
CBL & ASSOCIATES HOLDCO II, LLC
as Company,
CBL & ASSOCIATES PROPERTIES, INC.,
as REIT,
THE GUARANTORS PARTY HERETO,
as Guarantors,
AND
WILMINGTON SAVINGS FUND SOCIETY, FSB
as Trustee and Collateral Agent
INDENTURE1
DATED AS OF November 1, 2021
7.0% EXCHANGEABLE SENIOR SECURED NOTES DUE 2028
1 This indenture remains subject to negotiation, revision, and approval of the Company and the Required Consenting
Noteholders (as defined in the Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated
Debtors (with Technical Modifications), dated August 9, 2021 (Docket No. 1369).
4810-9980-1327 v49

SUBJECT TO FURTHER REVISION
CROSS-REFERENCE TABLE*
Trust Indenture Act Section
Indenture Section
310(a)(1)
7.10
(a)(2)
7.10
(a)(3)
N.A.
(a)(4)
N.A.
(a)(5)
7.10
(b)
7.10
(c)
N.A.
311(a)
7.11
(b)
7.11
(c)
N.A.
312(a)
2.05
(b)
16.03
(c)
16.03
313(a)
7.06
(b)(1)
7.06; 11.02
(b)(2)
7.06; 7.07
(c)
7.06; 16.02
(d)
7.06
314(a)
4.08; 4.11;
16.02; 16.05
(b)
11.06
(c)(1)
16.04
(c)(2)
16.04
(c)(3)
N.A.
(d)
11.02; 11.05; 11.06
(e)
16.05
(f)
N.A.
315(a)
7.01
(b)
7.05; 16.02
(c)
7.01
(d)
7.01
(e)
6.11
316(a)
16.06
(a)(1)(A)
6.05
(a)(1)(B)
6.04
(a)(2)
N.A.
(b)
6.07
(c)
2.11
317(a)(1)
6.08
(a)(2)
6.09
(b)
2.04
318(a)
16.01
(b)
N.A.
(c)
16.01
N.A. means not applicable.
* This Cross Reference Table is not part of this Indenture.
4810-9980-1327 v41
WEIL:\98211768\1\32626.0004

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
1
SECTION 1.01
Definitions
1
SECTION 1.02
Other Definitions
44
SECTION 1.03
Incorporation by Reference of Trust Indenture Act
45
SECTION 1.04
Rules of Construction
45
ARTICLE 2 THE SECURITIES
47
SECTION 2.01
Form and Dating
47
SECTION 2.02
Execution and Authentication
47
SECTION 2.03
Registrar and Paying Agent
48
SECTION 2.04
Paying Agent to Hold Money in Trust
49
SECTION 2.05
Securityholder Lists
49
SECTION 2.06
Transfer and Exchange
50
SECTION 2.07
Replacement Securities
50
SECTION 2.08
Outstanding Securities
51
SECTION 2.09
Temporary Securities
51
SECTION 2.10
Cancellation
52
SECTION 2.11
Defaulted Interest
52
SECTION 2.12
CUSIP Numbers, ISINs, etc
52
SECTION 2.13
Calculation of Specified Percentage of Securities
52
SECTION 2.14
Withholding
52
ARTICLE 3 REDEMPTION
53
SECTION 3.01
Notices to Trustee
53
SECTION 3.02
Selection of Securities To Be Redeemed
53
SECTION 3.03
Notice of Redemption
53
SECTION 3.04
Effect of Notice of Redemption
55
SECTION 3.05
Deposit of Redemption Price
55
SECTION 3.06
Securities Redeemed in Part
55
SECTION 3.07
No Mandatory Redemption; Optional Redemption
55
SECTION 3.08
Mandatory Issue Date Redemption of Other Secured Notes
56
ARTICLE 4 COVENANTS
56
SECTION 4.01
Payment of Securities
56
SECTION 4.02
Limitation on Indebtedness
57
SECTION 4.03
Limitation on Asset Sales
60
SECTION 4.04
Repurchase Upon Release Trigger Event
67
SECTION 4.05
Limitation on Affiliate Transactions
71
SECTION 4.06
Liens and Negative Pledge
73
SECTION 4.07
Future Guarantors
74
SECTION 4.08
Compliance Certificate
74
SECTION 4.09
Further Instruments and Acts
74
4810-9980-1327 v49

Page
SECTION 4.10
Insurance
75
SECTION 4.11
Impairment of Security Interest
76
SECTION 4.12
Reports and Other Information
76
SECTION 4.13
[Reserved
78
SECTION 4.14
After-Acquired Property
78
SECTION 4.15
No Restrictive Agreements
80
SECTION 4.16
Existence
81
SECTION 4.17
Future Covenants
81
ARTICLE 5 SUCCESSOR COMPANY
83
SECTION 5.01
Company and Guarantors May Consolidate, Etc., Only on Certain Terms
83
SECTION 5.02
REIT May Consolidate, Etc., Only on Certain Terms
85
SECTION 5.03
Successor Person Substituted for Company or REIT
86
ARTICLE 6 DEFAULTS AND REMEDIES
86
SECTION 6.01
Events of Default
86
SECTION 6.02
Acceleration
89
SECTION 6.03
Other Remedies
91
SECTION 6.04
Waiver of Past Defaults
91
SECTION 6.05
Control by Majority
91
SECTION 6.06
Limitation on Suits
92
SECTION 6.07
Rights of Holders to Receive Payment
92
SECTION 6.08
Collection Suit by Trustee
92
SECTION 6.09
Trustee May File Proofs of Claim
92
SECTION 6.10
Priorities
93
SECTION 6.11
Undertaking for Costs
93
SECTION 6.12
Waiver of Stay or Extension Laws
93
ARTICLE 7 TRUSTEE
94
SECTION 7.01
Duties of Trustee
94
SECTION 7.02
Rights of Trustee
95
SECTION 7.03
Individual Rights of Trustee
97
SECTION 7.04
Trustee's Disclaimer
97
SECTION 7.05
Notice of Defaults
97
SECTION 7.06
TIA and Listings
97
SECTION 7.07
Compensation and Indemnity
97
SECTION 7.08
Replacement of Trustee
98
SECTION 7.09
Successor Trustee by Merger
99
SECTION 7.10
Eligibility; Disqualification
99
SECTION 7.11
Preferential Collection of Claims Against Company
99
ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE
100
SECTION 8.01
Discharge of Liability on Securities; Defeasance
100
SECTION 8.02
Conditions to Defeasance
101
SECTION 8.03
Application of Trust Money
102
4810-9980-1327 v49

Page
SECTION 8.04
Repayment to the Company
102
SECTION 8.05
Indemnity for Government Obligations
102
SECTION 8.06
Reinstatement
102
ARTICLE 9 AMENDMENTS
103
SECTION 9.01
Without Consent of Holders
103
SECTION 9.02
With Consent of Holders
105
SECTION 9.03
Compliance with Trust Indenture Act
107
SECTION 9.04
Revocation and Effect of Consents and Waivers
107
SECTION 9.05
Notation on or Exchange of Securities
107
SECTION 9.06
Trustee To Sign Amendments
107
SECTION 9.07
Acts of Holders
108
SECTION 9.08
Amendment Affecting Collateral Agent
109
ARTICLE 10 NOTE GUARANTEES
109
SECTION 10.01 Guarantees
109
SECTION 10.02 Limitation on Liability
110
SECTION 10.03 No Waiver
111
SECTION 10.04 Note Guarantee Evidenced by Indenture; No Notation of Note Guarantee
111
SECTION 10.05 Release of Guarantor
111
SECTION 10.06 Contribution
112
ARTICLE 11 COLLATERAL AND SECURITY
112
SECTION 11.01
Security Documents
112
SECTION 11.02
Further Assurances; Opinions; Real Property Collateral Requirements
113
SECTION 11.03
Collateral Agent
114
SECTION 11.04
Security Documents and Note Guarantees
115
SECTION 11.05
Release of Collateral Agent's Lien
117
SECTION 11.06
Collateral Agent to Sign Releases
120
SECTION 11.07
Relative Rights
120
SECTION 11.08
Junior Lien Intercreditor Agreement
120
ARTICLE 12 LIMITED GUARANTEE
121
SECTION 12.01 Limited Guarantee Agreement
121
SECTION 12.02 Release of Limited Guarantee
122
SECTION 12.03 Limitation of Limited Guarantee
122
SECTION 12.04 Limited Guarantee Evidenced by Indenture; No Notation of Limited
Guarantee
122
ARTICLE 13 EXCHANGE OF SECURITIES
123
SECTION 13.01 Exchange Privilege
123
SECTION 13.02 Increase of Exchange Rate Upon Exchange in Connection with a Make-Whole
Fundamental Change
123
SECTION 13.03 Exercise of Exchange Privilege
124
SECTION 13.04 Settlement of Exchange Obligation
126
SECTION 13.05 Fractions of Shares
128
4810-9980-1327 v49

Page
SECTION 13.06 Adjustment of Exchange Rate
129
SECTION 13.07 Adjustments of Prices
141
SECTION 13.08 Notice of Adjustments of Exchange Rate
142
SECTION 13.09 Certain Covenants
142
SECTION 13.10 Taxes on Exchanges
143
SECTION 13.11
Notice to Holders Prior to Certain Actions
143
SECTION 13.12 Provision in Case of Merger Event
144
SECTION 13.13 No Voting or Dividend Rights
146
SECTION 13.14 No Responsibility of Trustee for Exchange Provisions
147
ARTICLE 14 REPURCHASE OF SECURITIES AT OPTION OF HOLDERS
148
SECTION 14.01 Intentionally Omitted
148
SECTION 14.02 Repurchase at Option of Holders Upon a Fundamental Change
148
SECTION 14.03 Withdrawal of Fundamental Change Purchase Notice
151
SECTION 14.04 Deposit of Fundamental Change Purchase Price
151
SECTION 14.05 Covenant to Comply with Applicable Laws Upon Repurchase of Securities
152
SECTION 14.06 Repayment to the Company
152
ARTICLE 15 COMPANY OPTIONAL EXCHANGE
153
SECTION 15.01 Company Optional Exchange
153
SECTION 15.02 Notice of Optional Exchange; Selection of Securities
153
SECTION 15.03 Exchange of Securities Upon Company Optional Exchange
155
SECTION 15.04 Restrictions on Exchange
155
SECTION 15.05 Securities Exchanged in Part
155
ARTICLE 16 MISCELLANEOUS
155
SECTION 16.01 Trust Indenture Act Controls
155
SECTION 16.02 Notices
155
SECTION 16.03 Communication by Holders with Other Holders
157
SECTION 16.04 Certificate and Opinion as to Conditions Precedent
157
SECTION 16.05 Statements Required in Certificate or Opinion
157
SECTION 16.06 When Securities Disregarded
158
SECTION 16.07 Rules by Trustee, Paying Agent and Registrar
158
SECTION 16.08 Legal Holidays
158
SECTION 16.09 Governing Law
159
SECTION 16.10 Force Majeure
159
SECTION 16.11
Waiver of Jury Trial
159
SECTION 16.12 No Recourse Against Others
159
SECTION 16.13 Successors
159
SECTION 16.14 Multiple Originals
159
SECTION 16.15 Table of Contents; Headings
159
SECTION 16.16 Severability
160
SECTION 16.17 No Adverse Interpretation of Other Agreements
160
SECTION 16.18 Benefits of Indenture
160
4810-9980-1327 v49

Annex I
Collateral and Credit Support for Securities
Annex II
Release Prices Schedule
Appendix
Provisions Relating to Securities
Exhibit A
Form of Security
Exhibit B
Form of Guaranty Supplemental Indenture
Exhibit C
Form of Mortgage
Exhibit D
Form of Notice of Exchange
Exhibit E
Revised Covenants and Related Revised Definitions
Exhibit F
Schedule of Initial Joint Ventures
Exhibit G
Schedule of Inactive Subsidiaries
Schedule A Schedule of Additional Shares
4810-9980-1327 v49

INDENTURE, dated as of November 1, 2021, between CBL & ASSOCIATES HOLDCO II,
LLC, a Delaware limited liability company (together with its successors and assigns under this Indenture,
the "Company"), having its principal office at 2030 Hamilton Place Blvd., Suite 500, Chattanooga,
Tennessee 37421-6000, the GUARANTORS party hereto from time to time, CBL & ASSOCIATES
PROPERTIES, INC., a Delaware corporation (together with its successors and assigns under this
Indenture, the "REIT"), having its principal executive office located at 2030 Hamilton Place Blvd., Suite
500, Chattanooga, Tennessee 37421-6000, and WILMINGTON SAVINGS FUND SOCIETY, FSB
(together with its successors and assigns under this Indenture, the "Trustee"), as Trustee, and
WILMINGTON SAVINGS FUND SOCIETY, FSB (together with its successors and assigns under this
Indenture, the "Collateral Agent"), as Collateral Agent.
RECITALS
WHEREAS, pursuant to the terms and conditions of the Third Amended Joint Chapter 11 Plan,
dated May 26, 2021, as the same may be amended, modified or restated from time to time (the "Plan of
Reorganization") relating to the reorganization under Chapter 11 of Title 11 of the United States Code of
the REIT and certain of its direct and indirect Subsidiaries, which Plan of Reorganization was confirmed
by order, dated August 11, 2021, of the Bankruptcy Court (the "Bankruptcy Order"), the holders of
Consenting Crossholder Claims (as defined in the Plan of Reorganization) and Unsecured Claims (as
defined in the Plan of Reorganization) are to be issued the Securities (as hereinafter defined) in an
aggregate principal amount of $150,000,000;
WHEREAS, the REIT has duly authorized the execution and delivery of this Indenture to provide
its limited guarantee in respect of the Securities issued hereunder; and
WHEREAS, (a) all acts and things necessary to make (i) the Securities, when executed by the
Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in
this Indenture provided, the valid, binding and legal obligations of the Company; (ii) the Guarantees of the
Guarantors hereunder the valid, binding and legal obligations of the Guarantors; (iii) the Limited
Guarantee of the REIT hereunder the valid, binding and legal obligation of the REIT; and (iv) this
Indenture a valid agreement of the Company, the Guarantors and the REIT, according to its terms, have
been done and performed, and (b) the execution of this Indenture and the issuance hereunder of the
Securities have in all respects been duly authorized.
NOW, THEREFORE, in order to declare the terms and conditions upon which the Securities are,
and are to be, authenticated, issued and delivered, and in consideration of the premises set forth herein, the
Company, the Guarantors and the REIT covenant and agree with the Trustee and Collateral Agent for the
equal and proportionate benefit of the respective Holders from time to time of the Securities (except as
otherwise provided below), as follows:
ARTICLE 1
Definitions and Incorporation by Reference
SECTION 1.01
Definitions.
"Acceleration Premium" means, with respect to any Securities on any applicable acceleration
date, the present value at such acceleration date of all required and unpaid interest payments due on such
Security through the Stated Maturity of the Securities (excluding accrued
-1-
4810-9980-1327 v49

but unpaid interest to the acceleration date), computed using a discount rate equal to the relevant
Acceleration Premium Treasury Rate as of such acceleration date plus 50 basis points, as calculated by the
Company or its agent; the Trustee shall have no responsibility to calculate or verify the calculation of the
Acceleration Premium.
"Acceleration Premium Treasury Rate" means, as of the applicable acceleration date, the yield to
maturity as of such acceleration date of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available two Business Days prior to such acceleration date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the period
from such acceleration date to the Stated Maturity, provided, however, that if the period from such
acceleration date to the Stated Maturity is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year will be used.
"Acquired Debt" means Indebtedness of a Person:
(1)
existing at the time such Person is merged or consolidated with or into the
Company or any Subsidiary or becomes a Subsidiary of the Company but only to the extent not
paid in connection with such merger or consolidation; or
(2)
assumed by the Company or any Subsidiary in connection with the acquisition
of assets from such Person.
Acquired Debt shall be deemed to be Incurred on the date the acquired Person is merged or
consolidated with or into the Company or any Subsidiary or becomes a Subsidiary of the Company or the
date of the related acquisition, as the case may be, determined on a consolidated basis in accordance with
accounting principles generally accepted in the United States.
"Additional Assets" means:
(1)
any property, plant, equipment or other tangible assets used or useful in a
Related Business;
(2)
the Capital Stock of a Person that becomes a Subsidiary as a result of the
acquisition of such Capital Stock by the Company or another Subsidiary; or
(3)
Capital Stock in any existing or future Subsidiary or Joint Venture that owns
any Property so long as such acquired Capital Stock is Collateral to the extent required by the
terms of this Indenture;
provided, however, that any such Subsidiary or Person described in clause (2) or (3) above is primarily
engaged in a Related Business.
"Additional Shares" has the meaning specified in Section 13.02(a).
"Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or
controlled by or under direct or indirect common control with such specified Person.
-2-
4810-9980-1327 v49

For the purposes of this definition, "control" when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"After-Acquired Property" means any property (other than Collateral or Excluded Property) that is
acquired or otherwise owned by the Company or any Subsidiary after the Issue Date of a type that secures
the Secured Obligations.
"Applicable Procedures" means, with respect to any matter at any time, the policies and
procedures of the Depository, if any, that are applicable to such matter at such time.
"Asset Sale" means any sale, lease, transfer or other disposition (or series of related sales, leases,
transfers or dispositions) by the Company or any Subsidiary, including (x) any disposition by means of a
merger, consolidation or similar transaction, (y) any Event of Loss, loss, destruction, damage,
condemnation, confiscation, requisition, seizure, forfeiture or taking of title or use and (z) a disposition in
connection with a Sale and Leaseback Transaction (each referred to for the purposes of this definition as a
"disposition"), of:
(1)
any assets or other rights or property that constitute Property Collateral;
(2)
any shares of Capital Stock of a Subsidiary (other than directors' qualifying
shares or shares required by applicable law to be held by a Person other than the Company or a
Subsidiary);
(3)
the ownership interest of the Company or any Subsidiary in a Joint Venture; or
(4)
any other assets (other than Capital Stock) of the Company or any Subsidiary
outside of the ordinary course of business of the Company or such Subsidiary.
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(A)
a disposition by a Subsidiary to the Company or by the Company or a
Subsidiary to a Subsidiary so long as (a) the covenants in Section 5.01, Section 5.02 and
Section 5.03, to the extent applicable, are satisfied or do not expressly prohibit such
transfer, (b) if a disposition is by a Subsidiary Guarantor, such disposition must be to a
Subsidiary Guarantor or a Subsidiary that becomes a Subsidiary Guarantor pursuant to
Section 4.07 unless such Subsidiary will become an Excluded Non-Guarantor Subsidiary
pursuant to clause (3) of the definition of Excluded Non-Guarantor Subsidiary
substantially concurrently with such disposition and (c) if such transfer includes
Collateral (unless such transfer is to a Subsidiary that will become an Excluded Non-
Guarantor Subsidiary pursuant to clause (3) of the definition of Excluded Non-Guarantor
Subsidiary substantially concurrently with such transfer), such transfer does not occur
until and unless the transferee has caused a valid, enforceable, perfected first priority Lien
in or on such Collateral (subject only to Permitted Collateral Liens) to vest in the
Collateral
-3-
4810-9980-1327 v49