Exhibit 4.14.3

                                    

SECOND SUPPLEMENTAL INDENTURE

Dated as of December 13, 2016

to

INDENTURE

Dated as of November 26, 2013,

As supplemented by the

FIRST SUPPLEMENTAL INDENTURE

Dated as of November 26, 2013

Among

CBL & Associates Limited Partnership, as Issuer

CBL & Associates Properties, Inc., as Limited Guarantor

and

U.S. Bank National Association, as Trustee

SECOND SUPPLEMENTAL INDENTURE

This Second Supplemental Indenture, dated as of December 13, 2016 (this “ Second Supplemental Indenture ”), among CBL & Associates Limited Partnership, a Delaware limited partnership (the “ Operating Partnership ”), CBL & Associates Properties, Inc., a Delaware corporation, as limited guarantor (the “ Limited Guarantor ”), and U.S. Bank National Association, as trustee (the “ Trustee ”), supplements that certain Indenture, dated as of November 26, 2013, among the Operating Partnership, the Limited Guarantor and the Trustee (the “ Original Indenture ”), as supplemented by the First Supplemental Indenture, dated as of November 26, 2013 (the “ First Supplemental Indenture ”). The Original Indenture, as supplemented by the First Supplemental Indenture and as further supplemented by this Second Supplemental Indenture, are referred to herein, collectively, as the “ Indenture ”.

RECITALS

The Operating Partnership has duly authorized the execution and delivery of the Indenture to provide for the issuance from time to time of its unsecured and unsubordinated debentures, notes or other evidences of indebtedness (the “ Securities ”), unlimited as to principal amount and which will be guaranteed by the Limited Guarantor (to the extent and subject to the limitations set forth in the Indenture), to bear such fixed or floating rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as provided for in the Indenture;

The Indenture provides that the Securities shall be in the form as may be established by or pursuant to a Board Resolution and set forth in an Officers’ Certificate or as may be established in one or more supplemental indentures thereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture; and

The parties are entering into this Second Supplemental Indenture to establish the terms of the Securities created on or after the date of this Second Supplemental Indenture.

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises stated herein, the parties hereto hereby enter into this Second Supplemental Indenture, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Terms Defined in the Indenture

For purposes of this Second Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as amended and supplemented hereby.

ARTICLE II

MODIFICATION OF CERTAIN COVENANTS

Section 2.1 Relationship With Existing Covenants in the Indenture

In addition to the covenants set forth in Sections 1001 through 1004, inclusive, of the Original Indenture, the covenants established as set forth in Sections 2.1 through 2.4, inclusive, of the First Supplemental Indenture, as modified by Section 2.2 of this Second Supplemental Indenture, as well as the additional covenant established as set forth in Sections 2.3 of this Second Supplemental Indenture, shall be applicable for the benefit of Holders of each series of Securities issued on or subsequent to the date hereof ( “Future Securities” ). Such Future Securities shall continue to be subject to all of such covenants and Sections 402(3) and 1005 of the Original Indenture shall continue to apply to all of such covenants, as modified by this Second Supplemental Indenture. For the avoidance of doubt, Section 2.2 of the First Supplemental Indenture shall remain in effect and shall continue to be applicable to Securities issued prior to the date hereof.

Section 2.2 Secured Debt Test

In addition to the limitation set forth in Section 2.1 of the First Supplemental Indenture, neither the Limited Guarantor nor the Operating Partnership will incur, or permit any of the Subsidiaries to incur, any Debt (including, without limitation, Acquired Debt) secured by any Lien on any of their respective property or assets, whether owned on the date of the indenture or subsequently acquired, if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt on a pro forma basis, the aggregate principal amount of outstanding Debt of the Limited Guarantor, the Operating Partnership and the Subsidiaries (determined on a consolidated basis in accordance with United States generally accepted accounting principles) which is secured by a Lien on any property or assets of the Limited Guarantor, the Operating Partnership or any of the Subsidiaries is greater than 40% of the sum of (without duplication): (1) Total Assets of the Limited Guarantor, the Operating Partnership and the Subsidiaries as of the last day of the fiscal quarter covered in the Limited Guarantor’s annual or quarterly report most recently furnished to Holders of Future Securities or filed with the Commission, as the case may be, or, if the Limited Guarantor is no longer obligated to file annual and quarterly reports with the Commission, as of the last day of the then most recently ended fiscal quarter and (2) the aggregate purchase price of any real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Limited Guarantor, the Operating Partnership or any Subsidiary since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such additional Debt.

Section 2.3 Provision of Financial Information

This Section 2.3 shall supplement Section 704 of the Original Indenture.

Whether or not the Operating Partnership or the Limited Guarantor is subject to Section 13 or 15(d) of the Exchange Act and for so long as any Securities are outstanding, the Operating Partnership and the Limited Guarantor will deliver to all registered holders of the Securities:

(1)      all annual and quarterly financial information that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Operating Partnership or the Limited Guarantor were required to file such reports, including a ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ such documents to be delivered on or prior to the respective dates by which the Operating Partnership or the Limited Guarantor would have been required to file such documents with the Commission if the Operating Partnership or the Limited Guarantor were subject to such filing requirements, and

(2)      all current reports that would be required to be filed with the Commission on Form 8‑K if the Operating Partnership or the Limited Guarantor were required to file such reports, such documents to be delivered on or prior to the fifteenth day following the respective dates by which the Operating Partnership or the Limited Guarantor would have been required to file such documents with the Commission if the Operating Partnership or the Limited Guarantor were subject to such filing requirements.

Reports, information and documents filed by the Operating Partnership or the Limited Guarantor with the Commission via the EDGAR system, or otherwise available on the web site of the Operating Partnership and the Limited Guarantor, shall be deemed to satisfy the foregoing delivery obligations, as well as any delivery obligation to the holders of the Securities, as of the time of such filing via EDGAR, or as of the time of the posting of such materials to the web site of the Operating Partnership and the Limited Guarantor, for purposes of this covenant. If any of the materials required to be delivered pursuant to this covenant are not available via the Commission’s EDGAR system or through the web site of the Operating Partnership and the Limited Guarantor, the Operating Partnership will supply copies of such materials to any prospective holder promptly upon such prospective holder’s written request to the Operating Partnership therefor and payment to the Operating Partnership of the reasonable cost of duplication and delivery of such materials.

If at any time Holdings is no longer the sole general partner of the Operating Partnership and a wholly-owned subsidiary of the Limited Guarantor, the reports or other documents required to be delivered pursuant to this covenant shall be those of the Operating Partnership.

The Trustee shall have no liability or responsibility for the filing, timeliness or content of any of the information, documents or reports that are the subject of this covenant or for the delivery of any of such materials to the holders of the Securities, and shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed with the Commission via EDGAR or posted to the web site of the Operating Partnership and the Limited Guarantor.

ARTICLE III

GUARANTEES

Effective as of the date hereof, the provisions of Article III of this Second Supplemental Indenture shall apply for the benefit of the Holders of all Securities issued under the Indenture.

Section 3.1 Subsidiary Guarantees

To the extent that, in the future, any subsidiary of the Operating Partnership executes and delivers a guarantee of, or otherwise becomes obligated in respect of, any debt of the Limited Guarantor, the Operating Partnership or any other subsidiary of the Operating Partnership issued pursuant to (i) the Term Loan Agreement, dated as of July 30, 2013, by and among the Operating Partnership, the Limited Guarantor, and each of the financial institutions party thereto (together with all subsequent amendments thereto and any refinancing thereof, the “ 2013 Term Loan ”), (ii) the Term Loan Agreement, dated as of October 16, 2015, by and among the Operating Partnership, the Limited Guarantor, and each of the financial institutions party thereto (together with all subsequent amendments thereto and any refinancing thereof, the “ 2015 Term Loan ”), (iii) the Fourth Amended and Restated Credit Agreement, dated as of October 16, 2015, by and among the Operating Partnership, the Limited Guarantor, and each of the financial institutions party thereto (together with all subsequent amendments thereto and any refinancing thereof, the “ Fourth Amended and Restated 2015 Credit Agreement” ), or (iv) the Ninth Amended and Restated Credit Agreement, dated as of October 16, 2015, by and among the Operating Partnership, the Limited Guarantor, and each of the financial institutions party thereto (together with all subsequent amendments thereto and any refinancing thereof, the “ Ninth Amended and Restated Credit Agreement ,” and, collectively, with the 2013 Term Loan, the 2015 Term Loan and the Fourth Amended and Restated 2015 Credit Agreement, the “ Term Loan and Credit Agreements ”), the Operating Partnership shall cause such subsidiary to guarantee the Operating Partnership’s obligations hereunder and under (A) those certain $450 million aggregate principal amount of the Operating Partnership’s 5.250% Senior Notes Due 2023 (the “ 2023 Notes ”), (B) those certain $300 million aggregate principal amount of the Operating Partnership’s 4.600% Senior Notes Due 2024 (the “ 2024 Notes ”) and (C) those certain $400 million aggregate principal amount of the Operating Partnership’s 5.950% Senior Notes Due 2026 (the “ 2026 Notes ” and, together with the 2023 Notes and the 2024 Notes, the “ Notes ”) on a senior basis (the “ Subsidiary Guarantee ”) and will give prompt written notice to the Trustee of the applicability of any Subsidiary Guarantee.

If a subsidiary becomes obligated pursuant to the preceding paragraph to guarantee the Notes after the initial issue date of the Notes, then the Operating Partnership shall cause such subsidiary, within 5 business days, to (A) execute and deliver to the Trustee a supplemental indenture, in form reasonably satisfactory to the Trustee, pursuant to which such subsidiary shall guarantee all of the Operating Partnership’s obligations hereunder and under the Notes on a senior basis and (B) deliver to the Trustee an opinion of counsel to the effect that such supplemental indenture and guarantee of the Notes have each been duly authorized, executed and delivered and each constitutes a valid, legally binding and enforceable obligation of such subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or

similar laws (including, without limitation, all laws related to fraudulent transfer) and except insofar as enforcement thereof is subject to general principles of equity.

Any such Subsidiary Guarantee shall rank equally and ratably with all other senior unsecured indebtedness of the applicable subsidiary guarantor from time to time outstanding, including the indebtedness that triggers such guarantee if such indebtedness is senior unsecured indebtedness, shall rank senior to any unsecured and subordinated indebtedness, and shall effectively rank junior to any secured indebtedness of such subsidiary guarantor to the extent of the value of the assets securing such indebtedness.

The Holders of the Securities shall be deemed to have consented to the release of the Subsidiary Guarantee of the Notes and the Indenture provided by a subsidiary guarantor, without any action required on the part of the Trustee or any Holder of the Securities, if such subsidiary guarantor is no longer a guarantor or obligor under any of the Term Loan and Credit Agreements. Accordingly, if the lenders under each of the Term Loan and Credit Agreements, as applicable, release a subsidiary guarantor from its guarantee thereof or obligations as a borrower thereunder, the subsidiary guarantor’s Subsidiary Guarantee of the Notes and the Indenture shall automatically terminate and the Limited Guarantor shall give prompt written notice to the Trustee of the release of any subsidiary guarantor from its Subsidiary Guarantee of the Notes. At the written instruction of the Operating Partnership, the Trustee shall execute and deliver any documents, instructions or instruments evidencing any such release.

The subsidiary guarantor’s Subsidiary Guarantee shall also be released if the Operating Partnership exercises its legal defeasance option under Section 402 of the Original Indenture or if the Operating Partnership’s obligations under the Indenture are discharged pursuant to Section 401 or Section 402 of the Original Indenture. At the Operating Partnership’s written instruction, the Trustee shall execute and deliver any documents, instructions or instruments evidencing any such release.

The obligations of a subsidiary guarantor under its Subsidiary Guarantee that are released as described above shall be reinstated if such subsidiary guarantor again becomes obligated to guarantee the Notes as contemplated in the first paragraph of this section.

Section 3.2 Release of Limited Guarantees

The Holders of the Securities shall be deemed to have consented to the release of the Limited Guarantee with respect to the Securities, including the Notes, provided by the Limited Guarantor, without any action required on the part of the Trustee or any Holder of the Securities, if the Limited Guarantor is no longer a guarantor or obligor under any of the Term Loan and Credit Agreements. Accordingly, if the lenders under each of the Term Loan and Credit Agreements, as applicable, release the Limited Guarantor from its limited guarantee thereof or obligations as a borrower thereunder, the Limited Guarantor’s Limited Guarantee with respect to the Securities, including the Notes, shall automatically terminate, and the Limited Guarantor shall give prompt written notice to the Trustee of the release of the Limited Guarantor from its Limited Guarantee of the Securities. At the Operating Partnership’s written instruction, the Trustee shall execute and deliver any documents, instructions or instruments evidencing any such release.

The Limited Guarantor’s Limited Guarantee shall also be released if the Operating Partnership exercises its legal defeasance option under Section 402 of the Original Indenture or if the Operating Partnership’s obligations under the Indenture are discharged pursuant to Section 401 or Section 402 of the Original Indenture. At the written instruction of the Operating Partnership, the Trustee shall execute and deliver any documents, instructions or instruments evidencing any such release.

The obligations of the Limited Guarantor under the Limited Guarantee that are released as described above shall be reinstated if the Limited Guarantor again becomes obligated to provide a limited guarantee with respect to obligations under the Term Loan and Credit Agreements.

Section 3.3 Limitation of Guarantees

Notwithstanding any provision of the Limited Guarantee or any Subsidiary Guarantee, any such guarantee by the Limited Guarantor or any subsidiary guarantor is hereby limited to the extent, if any, required so that its obligations under such guarantee shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Relationship with Indenture

The terms and provisions contained in the Indenture will constitute, and are hereby expressly made, a part of this Second Supplemental Indenture. However, to the extent any provision of the Indenture conflicts with the express provisions of this Second Supplemental Indenture, the provisions of this Second Supplemental Indenture will govern and be controlling.

Section 4.2 Trust Indenture Act Controls

If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Second Supplemental Indenture by the Trust Indenture Act, the required provision shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Second Supplemental Indenture as so modified or excluded, as the case may be.

Section 4.3 Governing Law

This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles of such State other than New York General Obligations Law Section 5- 1401.

Section 4.4 Multiple Counterparts

The parties may sign multiple counterparts of this Second Supplemental Indenture. Each signed counterpart shall be deemed an original but all of them together represent one and the same Second Supplemental Indenture.

Section 4.5 Severability

Each provision of this Second Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and a Holder shall have no claim therefor against any party hereto.

Section 4.6 Ratification

The Original Indenture, as supplemented and amended by the First Supplemental Indenture and as further supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed. The Original Indenture, together with the First Supplemental Indenture and this Second Supplemental Indenture, inclusive, shall be read, taken and construed as one and the same instrument. All provisions included in this Second Supplemental Indenture supersede any conflicting provisions included in (i) the Original Indenture or (ii) the First Supplemental Indenture, in each case unless not permitted by law and except as otherwise stated herein. The Trustee accepts the trusts created by the Original Indenture, as supplemented by the First Supplemental Indenture and by this Second Supplemental Indenture, inclusive, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Second Supplemental Indenture. The recitals and statement contained herein shall be taken as the statements of the Operating Partnership, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture.

Section 4.7 Headings

The Section headings in this Second Supplemental Indenture are for convenience only and shall not affect the construction thereof.

Section 4.8 Effectiveness

The provisions of this Second Supplemental Indenture shall become effective as of the date hereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed all as of the day and year first above written.

CBL & ASSOCIATES LIMITED PARTNERSHIP ,

as Issuer

By:      /s/ Farzana Khaleel                     

Name: Farzana Khaleel

Title: Executive Vice President

Chief Financial Officer and Treasurer

CBL & ASSOCIATES PROPERTIES, INC. ,

as Limited Guarantor

By:          /s/ Farzana Khaleel                     

Name: Farzana Khaleel

Title: Executive Vice President

Chief Financial Officer and Treasurer

                    

U.S. Bank National Association,

as Trustee

By:      /s/ William G. Keenan                         

Name:    William G. Keenan

Title:    Vice President    

[Signature Page to Second Supplemental Indenture]

Exhibit 4.14.7

FORM OF NOTE

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR CEDE & CO., AS NOMINEE OF THE DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE OPERATING PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CBL & ASSOCIATES LIMITED PARTNERSHIP

5.950% Senior Note Due 2026

REGISTERED      PRINCIPAL AMOUNT : $400,000,000

No. R-1

CUSIP: 12505JAD5

ISIN: US12505JAD54

CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (the “ Operating Partnership ,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal amount of FOUR HUNDRED MILLION DOLLARS ($400,000,000) on December 15, 2026 (the “ Stated Maturity Date ”) (unless redeemed on any date fixed for redemption (the “ Redemption Date ”) prior to the Stated Maturity Date in accordance with the terms of this Note and the Indenture) (the Stated Maturity Date and the Redemption Date, respectively, are each hereinafter referred to as the “ Maturity Date ” with respect to the principal repayable on such date) and to pay interest on the outstanding principal amount of this Note from and including December 13, 2016, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as applicable, semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2017 (each, an “ Interest Payment Date ”), and, if applicable, on the Maturity Date, at the rate of 5.950% per annum, until said principal amount is paid or duly provided for. Interest on this Note will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Payment of Interest . The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the June 1 or December 1, whether or not a Business Day, as defined in the Indenture, as the case may be, immediately preceding such Interest Payment Date (the “ Regular Record Date ”). Any such interest not punctually paid or duly provided for on an Interest Payment Date (“ Defaulted Interest ”) will forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date (the “ Special Record Date ”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

If any interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, premium, if any, or interest on this Note becomes due and payable falls on a day that is not a business day, the required payment shall be made on the next business day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such interest payment date, maturity date, redemption date or other date, as the case may be.

Optional Redemption . The provisions of Article Eleven of the Indenture shall apply to this Note, as supplemented or amended by the following paragraphs.

The Notes will be redeemable, at the Operating Partnership’s sole option, in whole at any time or in part from time to time, in each case prior to September 15, 2026, for cash, at a Redemption Price equal to the greater of (1) 100% of the aggregate principal amount of the Notes to be redeemed or (2) an amount equal to the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed, not including any portion of the payments of interest accrued to, but not including, such Redemption Date, discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 0.500%, plus, in each case (1) and (2), accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but not including, such Redemption Date. In addition, at any time on or after September 15, 2026, the Notes will be redeemable, at the Operating Partnership’s sole option, in whole at any time or in part from time to time, for cash, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but not including, such Redemption Date. Notwithstanding the foregoing, interest will be payable to Holders of the Notes on the Regular Record Date applicable to an interest payment date falling on or before such Redemption Date.

The following definitions will apply with respect to the foregoing:

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“ Comparable Treasury Price ” means, with respect to any Redemption Date for the Notes, (1) the average of three Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of five Reference Treasury Dealer Quotations, or (2) if the Operating Partnership obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“ Independent Investment Banker ” means one of Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Jefferies LLC and U.S. Bancorp Investments, Inc. and their successors, appointed by the Operating Partnership or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Operating Partnership.

“ Reference Treasury Dealer ” means: each of (i) Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Jefferies LLC and their respective successors; provided that if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”), the Operating Partnership will substitute therefor another Primary Treasury Dealer, and (ii) a Primary Treasury Dealer selected by each of U.S. Bancorp Investments, Inc. and the Operating Partnership.

“ Reference Treasury Dealer Quotations ” means, with respect to the Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“ Treasury Rate ” means (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or any successor

publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining life of the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

In order to exercise the Operating Partnership’s right of optional redemption, the Operating Partnership (or, at the Operating Partnership’s request, the Trustee on its behalf) shall deliver a written notice of redemption to each Holder of the Notes to be redeemed at least 30 days but not more than 60 days prior to the Redemption Date. Such notice of redemption shall specify the principal amount of the Notes to be redeemed, the CUSIP and ISIN numbers of the Notes to be redeemed, the Redemption Date, the Redemption Price, the place or places of payment and that payment will be made upon presentation and surrender of such Notes. Once notice of redemption is delivered to Holders, the Notes called for redemption will become due and payable on the Redemption Date at the Redemption Price. On or before 10:00 a.m., New York City time, on the Redemption Date, the Operating Partnership shall deposit with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the Redemption Date all the Notes so called for redemption at the Redemption Price.

Unless the Operating Partnership defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Notes or any portion of the Notes called for redemption.

If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed, which in the case of Notes in book-entry form, shall be in accordance with the procedures of The Depository Trust Company. The Trustee shall select Notes and portions of Notes in amounts of $2,000 and whole multiples of $1,000 in excess of $2,000.

Place of Payment . The Operating Partnership will make payment of principal of, and premium, if any, and interest on, this Note in immediately available funds at the Corporate Trust Office of the Trustee or such other Office or Agency as may be designated by the Operating Partnership for such purpose in The City of New York, in Dollars.

Time of Payment . If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the Maturity Date, as the case may be, and no additional interest shall accrue on such payment as a result of payment on such next succeeding Business Day.

General . This Note is one of a duly authorized issue of Securities of the Operating Partnership, issued and to be issued in one or more series under an indenture (the “ Base Indenture ”), dated as of November 26, 2013, among the Operating Partnership, CBL & Associates Properties, Inc., as limited guarantor (the “ Limited Guarantor ”), and U.S. Bank National Association, as trustee (the “ Trustee ,” which term includes any successor trustee under the Indenture with respect to the series of Securities of which this Note is a part), as supplemented to the date hereof by the First Supplemental Indenture thereto, dated November 26, 2013 (the “ First Supplemental Indenture ”) among the Operating Partnership, the Limited Guarantor and the Trustee, and as further supplemented to the date hereof by the Second Supplemental Indenture thereto, dated December 13, 2016 (the “ Second Supplemental Indenture ” and, together with the Base Indenture and the First Supplemental Indenture, the “ Indenture ”), among the Operating Partnership, the Limited Guarantor and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Operating Partnership, the Limited Guarantor, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of a duly authorized series of Securities designated as “5.950 % Senior Notes Due 2026” (collectively, the “ Notes ”), limited,

except as specified below, in aggregate principal amount to FOUR HUNDRED MILLION DOLLARS ($400,000,000). To the extent the terms of this Note conflict with the terms of the Indenture, the terms of this Note shall govern.

Further Issuance . The Operating Partnership may, from time to time, without notice to, or the consent of, the Holders of the Notes, increase the principal amount of the series of Notes and issue and sell additional Securities (“ Additional Securities ”) ranking equally and ratably with, and having the same interest rate, maturity and other terms as, the originally issued Notes (other than the issue date and, to the extent applicable, issue price, initial Interest Payment Date and initial date of interest accrual). Any such Additional Securities will be consolidated, and constitute a single series of Securities, with the originally issued Notes for all purposes; provided, however, that any such Additional Securities that have the same CUSIP, ISIN or other identifying number of any Outstanding Notes must be fungible with such Outstanding Notes for U.S. federal income tax purposes.

Events of Default . If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared, and in certain cases shall automatically become, due and payable in the manner and with the effect provided in the Indenture.

Sinking Fund . The Notes are not subject to, or entitled to the benefits of, any sinking fund.

Satisfaction and Discharge . The Indenture contains provisions where, upon the Operating Partnership’s direction and satisfaction of certain conditions, the Indenture shall cease to be of further effect with respect to the Notes, subject to the survival of specified provisions of the Indenture.

Legal Defeasance and Covenant Defeasance . The Indenture contains provisions for legal defeasance of certain obligations of the Operating Partnership under this Note and the Indenture and covenant defeasance of certain obligations of the Operating Partnership under the Indenture.

Modification and Waivers; Obligations of the Operating Partnership Absolute . The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Operating Partnership and the Limited Guarantor and the rights of the Holders of the Securities. Such amendment and modification may be effected under the Indenture at any time by the Operating Partnership, the Limited Guarantor and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected thereby (voting as separate classes). The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Outstanding Securities of such series, to waive compliance by the Operating Partnership with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series to waive, on behalf of the Holders of all Outstanding Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver in respect of the Notes shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Operating Partnership, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed.

Limitation on Suits . As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note will have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, except in the case of failure of the Trustee, for 60 days, to act after it has received a written request to institute proceedings in respect of an Event of Default from the Holders of at least 25% in aggregate principal amount of the Outstanding Notes, as well as an offer of indemnity or security reasonably satisfactory to it, and no inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes. Notwithstanding any other provision of the Indenture, each Holder of a Note will have the right, which is absolute and unconditional, to receive payment of the principal of, and premium, if any, and interest on, such Note on the respective due dates

therefor and to institute suit for the enforcement therefor, and this right shall not be impaired without the consent of such Holder.

Authorized Denominations . The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 or any integral multiple of $1,000 in excess thereof.

Registration of Transfer or Exchange . As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the register of the Notes maintained by the Security Registrar upon surrender of this Note for registration of transfer, at the Office or Agency in any Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Operating Partnership and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Operating Partnership may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Operating Partnership, the Limited Guarantor, the Trustee and any agent of the Operating Partnership, the Limited Guarantor or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Operating Partnership, the Limited Guarantor, the Trustee or any such agent shall be affected by notice to the contrary.

Limited Guarantee . Subject to the limitations set forth in the Indenture, the Limited Guarantor guarantees to the Holders (a) the aggregate principal balance of, and all accrued and unpaid interest on, this Note and (b) all other indebtedness, liabilities, obligations, covenants and duties of the Operating Partnership owing to the Holders of every kind, nature and description, under or in respect of the Indenture or this Note, for losses suffered by reason of fraud or willful misrepresentation by the Operating Partnership, CBL Holdings I, Inc., its or their affiliates or the Limited Guarantor (and for no other reason) pursuant to the Limited Guarantee issued pursuant to the Base Indenture.

Exculpation . CBL Holdings I, Inc., the Operating Partnership’s sole general partner, shall not have any liability with respect to this Note. The Limited Guarantor shall not have any liability with respect to this Note other than pursuant to the Limited Guarantee.

Defined Terms . All terms used but not defined in this Note shall have the meanings assigned to them in the Indenture.

Governing Law . The Indenture and this Note shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401. EACH OF THE OPERATING PARTNERSHIP, THE LIMITED GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES, THE LIMITED GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture (including the Limited Guarantee) or be valid or obligatory for any purpose.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Operating Partnership has caused “CUSIP” numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness or accuracy of such CUSIP number, or the ISIN number, printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon.

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IN WITNESS WHEREOF, the Operating Partnership has caused this Note to be duly executed by duly authorized signatories.

Dated: December 13, 2016

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated: December 13, 2016

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address,

including postal zip code, of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

to transfer said Note on the books of the Trustee, with full power of substitution in the premises.