10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________

COMMISSION FILE NO. 1-12494

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of registrant as specified in its charter)

DELAWARE 62-1545718

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes xNo o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes oNo x

As of August 2, 2007, there were 65,657,655 shares of common stock, par value $0.01 per share, outstanding.

1

CBL & Associates Properties, Inc.

Table of Contents

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Submission of Matters to a Vote of Security Holders	44
Item 5.	Other Information	45
Item 6.	Exhibits	45
	SIGNATURE	46

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PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

CBL & Associates Properties, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

	June 30, 2007			December 31, 2006
ASSETS
Real estate assets:
Land	$	808,304		$	779,727
Buildings and improvements		6,086,572			5,944,476
		6,894,876			6,724,203
Less accumulated depreciation		(999,471	)		(924,297	)
		5,895,405			5,799,906
Held for sale		28,992			—
Developments in progress		306,470			294,345
Net investment in real estate assets		6,230,867			6,094,251
Cash and cash equivalents		58,245			28,700
Receivables:
Tenant, net of allowance for doubtful accounts of $1,269 in 2007 and $1,128 in 2006		61,415			71,573
Other		16,132			9,656
Mortgage and other notes receivable		32,872			21,559
Investments in unconsolidated affiliates		98,000			78,826
Intangible lease assets and other assets		230,212			214,245
	$	6,727,743		$	6,518,810
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage and other notes payable	$	4,951,706		$	4,564,535
Accounts payable and accrued liabilities		309,195			309,969
Total liabilities		5,260,901			4,874,504
Commitments and contingencies (Notes 3 and 8)
Minority interests		516,732			559,450
Shareholders’ equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
8.75% Series B cumulative redeemable preferred stock, 2,000,000 shares outstanding in 2006		—			20
7.75% Series C cumulative redeemable preferred stock, 460,000 shares outstanding in 2007 and 2006		5			5
7.375% Series D cumulative redeemable preferred stock, 700,000 shares outstanding in 2007 and 2006		7			7
Common stock, $.01 par value, 180,000,000 shares authorized, 65,645,516 and 65,421,311 shares issued and outstanding in 2007 and 2006, respectively		656			654
Additional paid-in capital		979,611			1,074,450
Accumulated other comprehensive income (loss)		(2,453	)		19
Retained earnings (accumulated deficit)		(27,716	)		9,701
Total shareholders’ equity		950,110			1,084,856
	$	6,727,743		$	6,518,810

The accompanying notes are an integral part of these balance sheets.

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CBL & Associates Properties, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
REVENUES:
Minimum rents	$	155,046		$	148,447		$	309,409		$	299,566
Percentage rents		1,851			1,793			8,334			8,107
Other rents		3,947			3,544			8,362			7,397
Tenant reimbursements		74,992			74,292			152,715			149,934
Management, development and leasing fees		3,954			1,687			5,175			2,764
Other		6,690			5,563			11,670			11,418
Total revenues		246,480			235,326			495,665			479,186
EXPENSES:
Property operating		38,850			36,607			81,917			76,949
Depreciation and amortization		60,530			54,241			117,174			108,404
Real estate taxes		19,864			20,364			40,512			39,450
Maintenance and repairs		14,011			13,436			29,312			26,001
General and administrative		10,570			9,062			20,767			18,649
Loss on impairment of real estate assets		—			274			—			274
Other		4,802			4,520			8,441			8,688
Total expenses		148,627			138,504			298,123			278,415
Income from operations		97,853			96,822			197,542			200,771
Interest and other income		2,883			1,946			5,628			3,678
Interest expense		(68,814	)		(63,661	)		(134,941	)		(127,590	)
Loss on extinguishment of debt		—			—			(227	)		—
Gain on sales of real estate assets		2,698			2,030			6,228			2,930
Equity in earnings of unconsolidated affiliates		1,084			1,118			1,682			3,186
Income tax provision		(948	)		—			(1,751	)		—
Minority interest in earnings:
Operating partnership		(9,035	)		(17,726	)		(22,598	)		(35,855	)
Shopping center properties		(3,567	)		(673	)		(4,297	)		(1,261	)
Income from continuing operations		22,154			19,856			47,266			45,859
Operating income from discontinued operations		534			1,499			520			3,751
Gain (loss) on disposal of discontinued operations		—			7,215			(55	)		7,215
Net income		22,688			28,570			47,731			56,825
Preferred dividends		(11,223	)		(7,642	)		(18,865	)		(15,284	)
Net income available to common shareholders	$	11,465		$	20,928		$	28,866		$	41,541
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.17		$	0.19		$	0.44		$	0.48
Discontinued operations		0.01			0.14			—			0.18
Net income available to common shareholders	$	0.18		$	0.33		$	0.44		$	0.66
Weighted average common shares outstanding		65,246			64,003			65,178			63,333
Diluted per share data:
Income from continuing operations, net of preferred dividends	$	0.17		$	0.19		$	0.43		$	0.47
Discontinued operations		—			0.13			0.01			0.17
Net income available to common shareholders	$	0.17		$	0.32		$	0.44		$	0.64
Weighted average common and potential dilutive common shares outstanding		65,922			65,385			65,905			64,857
Dividends declared per common share	$	0.5050		$	0.4575		$	1.0100		$	0.9150

The accompanying notes are an integral part of these statements.

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CBL & Associates Properties, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

		Six Months Ended June 30,
		2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	47,731		$	56,825
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		76,554			70,280
Amortization		45,323			43,287
Amortization of debt premiums		(3,830	)		(3,710	)
Net amortization of above and below market leases		(5,692	)		(4,924	)
Gain on sales of real estate assets		(6,228	)		(2,930	)
(Gain) loss on disposal of discontinued operations		55			(7,215	)
Abandoned development projects		599			(65	)
Share-based compensation expense		3,210			3,654
Loss on extinguishment of debt		227			—
Income tax benefit from stock options		1,139			—
Equity in earnings of unconsolidated affiliates		(1,682	)		(3,186	)
Distributions of earnings from unconsolidated affiliates		3,019			4,409
Loss on impairment of real estate assets		—			274
Minority interest in earnings		26,895			37,116
Changes in:
Tenant and other receivables		6,842			(2,940	)
Other assets		(784	)		(2,772	)
Accounts payable and accrued liabilities		11,002			4,003
Net cash provided by operating activities		204,380			192,106
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		(259,679	)		(173,470	)
Acquisitions of real estate assets and other assets		(11,506	)		(7,019	)
Changes in other assets		(5,980	)		(6,577	)
Proceeds from sales of real estate assets		14,586			109,605
Purchases of available-for-sale securities		(24,325	)		—
Additions to mortgage notes receivable		(2,453	)		(300	)
Payments received on mortgage notes receivable		1,711			97
Additional investments in and advances to unconsolidated affiliates		(24,920	)		(7,862	)
Distributions in excess of equity in earnings of unconsoidated affiliates		4,580			7,485
Purchase of minority interest in the Operating Partnership		(17,429	)		(3,462	)
Net cash used in investing activities		(325,415	)		(81,503	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other notes payable		1,047,530			163,197
Principal payments on mortgage and other notes payable		(656,529	)		(129,723	)
Additions to deferred financing costs		(3,532	)		(2,873	)
Proceeds from issuance of common stock		163			219
Proceeds from exercises of stock options		2,957			4,969
Income tax benefit from stock options		(1,139	)		—
Redemption of preferred stock		(100,000	)		—
Prepayment fees on extinguishment of debt		(233	)		—
Distributions to minority interests		(57,231	)		(56,166	)
Dividends paid to holders of preferred stock		(15,236	)		(15,284	)
Dividends paid to common shareholders		(66,170	)		(63,712	)
Net cash provided by (used in) financing activities		150,580			(99,373	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		29,545			11,230
CASH AND CASH EQUIVALENTS, beginning of period		28,700			28,838
CASH AND CASH EQUIVALENTS, end of period	$	58,245		$	40,068
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	138,886		$	125,817

The accompanying notes are an integral part of these statements.

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CBL & Associates Properties, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share data)

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air centers and community centers. CBL’s shopping center properties are located in 27 states, but primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”). At June 30, 2007, the Operating Partnership owned controlling interests in 72 regional malls/open-air centers, 28 associated centers (each adjacent to a regional shopping mall), four community centers and CBL’s corporate office building. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a variable interest entity. The Operating Partnership owned non-controlling interests in seven regional malls, four associated centers and one community center. Because one or more of the other partners have substantive participating rights, the Operating Partnership does not control these partnerships and, accordingly, accounts for these investments using the equity method. The Operating Partnership had seven mall expansions, three associated/lifestyle centers, one mixed-use center, three community centers (one of which is owned in a joint venture) and an office building under construction at June 30, 2007. The Operating Partnership also holds options to acquire certain development properties owned by third parties.

CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At June 30, 2007, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.6% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a 54.8% limited partner interest for a combined interest held by CBL of 56.4%.

The minority interest in the Operating Partnership is held primarily by CBL & Associates, Inc. and its affiliates (collectively “CBL’s Predecessor”) and by affiliates of The Richard E. Jacobs Group, Inc. (“Jacobs”). CBL’s Predecessor contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993. Jacobs contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for limited partner interests when the Operating Partnership acquired the majority of Jacobs’ interests in 23 properties in January 2001 and the balance of such interests in February 2002. At June 30, 2007, CBL’s Predecessor owned a 15.0% limited partner interest, Jacobs owned a 19.7% limited partner interest and various third parties owned an 8.9% limited partner interest in the Operating Partnership. CBL’s Predecessor also owned 6.3 million shares of CBL’s common stock at June 30, 2007, for a total combined effective interest of 20.4% in the Operating Partnership.

The Operating Partnership conducts CBL’s property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”). The Operating Partnership owns 100% of the Management Company’s preferred stock and common stock.

CBL, the Operating Partnership and the Management Company are collectively referred to herein as “the Company”.

The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in conjunction with the rules and regulations of the Securities and

6

Exchange Commission. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. The results for the interim periods ended June 30, 2007, are not necessarily indicative of the results to be obtained for the full fiscal year.

These condensed consolidated financial statements should be read in conjunction with CBL’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2006.

Note 2 – Joint Ventures

Equity Method Investments

At June 30, 2007, the Company had investments in the following 13 partnerships and joint ventures, which are accounted for using the equity method of accounting:

Joint Venture	Property Owned	Company's Interest
Governor’s Square IB	Governor’s Plaza	50.0	%
Governor’s Square Company	Governor’s Square	47.5	%
High Pointe Commons, LP	High Pointe Commons	50.0	%
Imperial Valley Mall L.P.	Imperial Valley Mall	60.0	%
Imperial Valley Peripheral L.P.	Imperial Valley Mall (vacant land)	60.0	%
Imperial Valley Commons L.P.	Imperial Valley Commons	60.0	%
Kentucky Oaks Mall Company	Kentucky Oaks Mall	50.0	%
Mall of South Carolina L.P.	Coastal Grand—Myrtle Beach	50.0	%
Mall of South Outparcel L.P.	Coastal Grand—Myrtle Beach (vacant land)	50.0	%
Mall Shopping Center Company	Plaza del Sol	50.6	%
Parkway Place L.P.	Parkway Place	45.0	%
Triangle Town Member LLC	Triangle Town Center, Triangle Town Commons and Triangle Town Place	50.0	%
York Town Center, LP	York Town Center	50.0	%

Condensed combined financial statement information for the unconsolidated affiliates is as follows:

	Total for the Three Months Ended June 30,						Company's Share for the Three Months Ended June 30,
	2007			2006			2007			2006
Revenues	$	23,607		$	22,116		$	11,909		$	11,140
Depreciation and amortization expense		(7,136	)		(6,647	)		(3,621	)		(3,365	)
Interest expense		(8,346	)		(8,442	)		(4,206	)		(4,275	)
Other operating expenses		(7,169	)		(6,245	)		(3,652	)		(3,186	)
Gain on sales of real estate assets		1,253			1,407			654			804
Net income	$	2,209		$	2,189		$	1,084		$	1,118

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	Total for the Six Months Ended June 30,						Company's Share for the Six Months Ended June 30,
	2007			2006			2007			2006
Revenues	$	47,169		$	46,995		$	23,807		$	23,646
Depreciation and amortization expense		(14,032	)		(13,123	)		(7,125	)		(6,643	)
Interest expense		(16,663	)		(17,107	)		(8,398	)		(8,669	)
Other operating expenses		(14,825	)		(13,124	)		(7,512	)		(6,685	)
Gain on sales of real estate assets		1,791			2,813			910			1,537
Net income	$	3,440		$	6,454		$	1,682		$	3,186

Cost Method Investments

In February 2007, the Company acquired a 6.2% minority interest in subsidiaries of Jinsheng Group (“Jinsheng”), an established mall operating and real estate development company located in Nanjing, China, for $10,125. As of June 30, 2007, Jinsheng owns controlling interests in four home decor shopping malls and two general retail shopping centers.

Jinsheng also issued to the Company a secured convertible promissory note in exchange for cash of $4,875. The note is secured by 16,565,534 Series 2 Ordinary Shares of Jinsheng. The secured note is non-interest bearing and matures upon the earlier to occur of (i) January 22, 2012, (ii) the closing of the sale, transfer or other disposition of substantially all of Jinsheng’s assets, (iii) the closing of a merger or consolidation of Jinsheng or (iv) an event of default, as defined in the secured note. In lieu of the Company’s right to demand payment on the maturity date, at any time commencing upon the earlier to occur of January 22, 2010 or the occurrence of a Final Trigger Event, as defined in the secured note, the Company may, at its sole option, convert the outstanding amount of the secured note into 16,565,534 Series A-2 Preferred Shares of Jinsheng (which equates to a 2.275% ownership interest).

Jinsheng also granted the Company a warrant to acquire 5,461,165 Series A-3 Preferred Shares for $1,875. The warrant expires upon the earlier of January 22, 2010 or the date that Jinsheng distributes, as a dividend, shares of Jinsheng’s successor should Jinsheng complete an initial public offering.

The Company accounts for its minority interest in Jinsheng using the cost method because the Company does not exercise significant influence over Jinsheng and there is no readily determinable market value of Jinsheng’s shares since they are not publicly traded. The Company recorded the secured note at its estimated fair value of $4,513, which reflects a discount of $362 due to the fact that it is non-interest bearing. The discount is amortized to interest income over the term of the secured note using the effective interest method. The minority interest and the secured note are reflected as investment in unconsolidated affiliates in the accompanying consolidated balance sheet. The Company recorded the warrant at its estimated fair value of $362, which is included in other assets in the accompanying consolidated balance sheet. There were no significant changes to the fair values of the secured note and warrant during the three months ended June 30, 2007.

Variable Interest Entities

In May 2007, the Company entered into a joint venture agreement with certain third parties to develop and operate a lifestyle center in Grand Rapids Township, MI. The Company holds a 50% ownership interest in the joint venture. During the three months ended June 30, 2007, the Company determined that its investment represents a variable interest in a variable interest entity and that the Company is the primary beneficiary. As a result, the joint venture is presented in the accompanying financial statements as of June 30, 2007 on a consolidated basis, with the interests of the third party reflected as minority interest.

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In October 2006, the Company entered into a loan agreement with a third party to loan the third party up to $7,300 to fund land acquisition costs and certain predevelopment expenses for the purpose of developing a shopping center. The loan agreement provides that, in certain circumstances, the Company may convert the loan to a 25% ownership interest in the third party. As of December 31, 2006, the Company determined that its loan to the third party was a variable interest in a variable interest entity and that the Company was the primary beneficiary. As a result, the Company consolidated this entity as of December 31, 2006.

During the first quarter of 2007, the Company reconsidered its status as the primary beneficiary of this variable interest entity and determined that it no longer was the primary beneficiary. Therefore, the Company ceased consolidating this variable interest entity and has recorded the loan as a mortgage note receivable. The loan bears interest at 9.0% and matures on October 31, 2007.

Note 3 – Mortgage and Other Notes Payable

Mortgage and other notes payable consisted of the following at June 30, 2007 and December 31, 2006, respectively:

		June 30, 2007				December 31, 2006
		Amount	Weighted Average Interest Rate(1)			Amount	Weighted Average Interest Rate(1)
Fixed-rate debt:
Non-recourse loans on operating properties	$	4,066,960	5.93	%	$	3,517,710		5.99	%
Variable-rate debt:
Recourse term loans on operating properties		18,060	6.57	%		101,464		6.48	%
Construction loans		45,754	6.57	%		114,429		6.61	%
Lines of credit		820,932	6.16	%		830,932		6.19	%
Total variable-rate debt		884,746	6.19	%		1,046,825		6.26	%
Total	$	4,951,706	5.97	%	$	4,564,535		6.06	%

(1) Weighted-average interest rate including the effect of debt premiums, but excluding amortization of deferred financing costs.

During the three months ended June 30, 2007, the Company obtained two separate ten-year, non-recourse loans totaling $207,520 that bear interest at fixed rates ranging from 5.60% to 5.66%, with a weighted average of 5.61%. The loans are secured by Gulf Coast Town Center and Eastgate Crossing. The proceeds were used to retire two variable rate loans totaling $143,258 and to reduce outstanding balances on the Company’s credit facilities.

In March 2007, the Company obtained six separate ten-year, non-recourse loans totaling $417,040 that bear interest at fixed rates ranging from 5.67% to 5.68%, with a weighted average of 5.67%. The loans are secured by Mall of Acadiana, Citadel Mall, The Plaza at Fayette Mall, Layton Hills Mall and its associated center, Hamilton Corner and The Shoppes at St. Clair Square. The proceeds were used to retire $92,050 of mortgage notes payable that were scheduled to mature during the next twelve months and to reduce outstanding balances on the Company’s credit facilities. The mortgage notes payable that were retired consisted of two variable rate term loans totaling $51,825 and three fixed rate loans totaling $40,225. The Company recorded a loss on extinguishment of debt of $227 in the six months ended June 30, 2007, related to prepayment fees and the write-off of unamortized deferred financing costs associated with the loans that were retired.

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Unsecured Line of Credit

The Company has one unsecured credit facility with total availability of $560,000 that bears interest at the London Interbank Offered Rate (“LIBOR”) plus a margin of 0.75% to 1.20% based on the Company’s leverage, as defined in the agreement. The credit facility matures in August 2008 and has three one-year extension options, which are at the Company’s election. At June 30, 2007, the outstanding borrowings of $253,000 under the unsecured credit facility had a weighted average interest rate of 6.22%. Additionally, the Company pays an annual fee of 0.1% of the amount of total availability under the unsecured credit facility.

Secured Lines of Credit

The Company has four secured lines of credit that are used for construction, acquisition, and working capital purposes, as well as issuances of letters of credit. Each of these lines is secured by mortgages on certain of the Company’s operating properties. Borrowings under the secured lines of credit bear interest at a rate of LIBOR plus a margin ranging from 0.80% to 0.90% and had a weighted average interest rate of 6.13% at June 30, 2007. The Company also pays a fee based on the amount of unused availability under its largest secured credit facility at a rate of 0.125% or 0.250%, depending on the level of unused availability. The following summarizes certain information about the secured lines of credit as of June 30, 2007:

Total Available		Total Outstanding		Maturity Date
$	476,000	$	475,232	February 2009
	100,000		55,500	June 2009
	20,000		20,000	March 2010
	17,200		17,200	April 2008
$	613,200	$	567,932

In addition to the borrowings outstanding on the secured lines of credit, there were letters of credit totaling $768 that were also outstanding as of June 30, 2007.

Letters of Credit

At June 30, 2007, the Company had additional secured and unsecured lines of credit with a total commitment of $43,295 that are used only for issuing letters of credit. The letters of credit outstanding under these lines of credit totaled $18,718 at June 30, 2007.

Covenants and Restrictions

Thirty-nine malls/open-air centers, nine associated centers, three community centers and the corporate office building are owned by special purpose entities that are included in the Company’s consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these properties, each of which is encumbered by a commercial-mortgage-backed-securities loan. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

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Maturities

The weighted average remaining term of the Company’s consolidated debt was 5.2 years at June 30, 2007 and 4.8 years at December 31, 2006. The Company has one loan in the amount of $40,613 that is scheduled to mature before June 30, 2008. The Company expects to retire or refinance this loan.

Note 4 – Shareholders’ Equity and Minority Interests

During the three and six months ended June 30, 2007, holders of 24,834 and 220,670 special common units of limited partnership interest in the Operating Partnership, respectively, exercised their conversion rights. The Company elected to pay cash of $916 and $9,423, respectively, in exchange for the special common units.

On June 28, 2007, the Company redeemed its 2,000,000 outstanding shares of 8.75% Series B Cumulative Redeemable Stock (the “Series B Preferred Stock”) for $100,000, representing a liquidation preference of $50.00 per share, plus accrued and unpaid dividends of $2,139. In connection with the redemption of the Series B Preferred Stock, the Company incurred a charge of $3,630 to write off direct issuance costs that were recorded as a reduction of additional paid-in capital when the Series B Preferred Stock was issued. The charge is included in preferred dividends in the accompanying consolidated statements of operations for the three and six month periods ended June 30, 2007.

Note 5 – Segment Information

The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. Information on the Company’s reportable segments is presented as follows:

Three Months Ended June 30, 2007	Malls			Associated Centers			Community Centers			All Other			Total
Revenues	$	224,346		$	10,056		$	2,193		$	9,885		$	246,480
Property operating expenses (1)		(77,051	)		(1,795	)		(600	)		6,721			(72,725	)
Interest expense		(58,756	)		(2,273	)		(977	)		(6,788	)		(68,814	)
Other expense		—			—			—			(4,802	)		(4,802	)
Gain (loss) on sales of real estate assets		(79	)		—			(2	)		2,779			2,698
Segment profit and loss	$	88,460		$	5,988		$	594		$	7,795			102,837
Depreciation and amortization expense														(60,530	)
General and administrative expense														(10,570	)
Interest and other income														2,883
Equity in earnings of unconsolidated affiliates														1,084
Income tax provision														(948	)
Minority interest in earnings														(12,602	)
Income from continuing operations													$	22,154
Capital expenditures (2)	$	81,154		$	5,674		$	1,770		$	73,159		$	161,757

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Three Months Ended June 30, 2006	Malls			Associated Centers			Community Centers			All Other			Total
Revenues	$	217,107		$	9,261		$	1,973		$	6,985		$	235,326
Property operating expenses (1)		(74,481	)		(2,051	)		(566	)		6,691			(70,407	)
Interest expense		(53,599	)		(1,150	)		(705	)		(8,207	)		(63,661	)
Other expense		—			—			—			(4,520	)		(4,520	)
Gain (loss) on sales of real estate assets		(5	)		1,059			(5	)		981			2,030
Segment profit and loss	$	89,022		$	7,119		$	697		$	1,930			98,768
Depreciation and amortization expense														(54,241	)
General and administrative expense														(9,062	)
Interest and other income														(274	)
Equity in earnings of unconsolidated affiliates														1,946
Income tax provision														1,118
Minority interest in earnings														(18,399	)
Income from continuing operations													$	19,856
Capital expenditures (2)	$	64,679		$	13,625		$	207		$	39,827		$	118,338

Six Months Ended June 30, 2007	Malls			Associated Centers			Community Centers			All Other			Total
Revenues	$	454,964		$	20,613		$	4,338		$	15,750		$	495,665
Property operating expenses (1)		(159,557	)		(4,401	)		(1,398	)		13,615			(151,741	))
Interest expense		(112,863	)		(4,129	)		(1,990	)		(15,959	)		(134,941	)
Other expense		—			—			—			(8,441	)		(8,441	)
Gain (loss) on sales of real estate assets		(172	)		(10	)		(11	)		6,421			6,228
Segment profit and loss	$	182,372		$	12,073		$	939		$	11,386			206,770
Depreciation and amortization expense														(117,174	)
General and administrative expense														(20,767	)
Loss on extinguishments of debt														(227	)
Interest and other income														5,628
Equity in earnings of unconsolidated affiliates														1,682
Income tax provision														(1,751	)
Minority interest in earnings														(26,895	)
Income from continuing operations													$	47,266
Total assets	$	5,858,664		$	347,185		$	85,058		$	436,836		$	6,727,743
Capital expenditures (2)	$	143,685			15,666		$	9,755		$	107,138		$	276,244

Six Months Ended June 30, 2006	Malls			Associated Centers			Community Centers			All Other			Total
Revenues	$	443,517		$	18,413		$	3,877		$	13,379		$	479,186
Property operating expenses (1)		(149,380	)		(4,275	)		(1,259	)		12,514			(142,400	)
Interest expense		(107,909	)		(2,304	)		(1,405	)		(15,972	)		(127,590	)
Other expense		—			—			—			(8,688	)		(8,688	)
Gain (loss) on sales of real estate assets		(5	)		1,059			48			1,828			2,930
Segment profit and loss	$	186,223		$	12,893		$	1,261		$	3,061			203,438
Depreciation and amortization expense														(108,404	)
General and administrative expense														(18,649	)
Loss on impairment of real estate assets														(274	)
Interest and other income														3,678
Equity in earnings of unconsolidated affiliates														3,186
Minority interest in earnings														(37,116	)
Income from continuing operations													$	45,859
Total assets	$	5,735,977		$	276,547		$	54,700		$	262,981		$	6,330,205
Capital expenditures (2)	$	97,599		$	23,847		$	522		$	52,533		$	174,501

(1) Property operating expenses include property operating expenses, real estate taxes and maintenance and repairs.

(2) Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

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Note 6 – Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders by the weighted-average number of unrestricted common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their minority interest in the Operating Partnership into shares of common stock are not dilutive. The following summarizes the impact of potential dilutive common shares on the denominator used to compute earnings per share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Weighted average shares outstanding	65,648		64,345		65,607		63,697
Weighted average in nonvested stock awards	(402	)	(342	)	(429	)	(364	)
Denominator - basic earnings per share	65,246		64,003		65,178		63,333
Dilutive effect of:
Stock options	525		1,183		553		1,300
Nonvested stock awards	113		134		136		158
Deemed shares related to deferred compensation arrangements	38		65		38		66
Denominator - diluted earnings per share	65,922		65,385		65,905		64,857

Note 7 – Comprehensive Income

Comprehensive income includes all changes in shareholders’ equity during a period, except those resulting from investments by and distributions to shareholders. Comprehensive income includes other comprehensive income (loss) of $(3,003) and $(646) in the three months ended June 30, 2007 and 2006, respectively, and $(2,472) and $161 in the six months ended June 30, 2007 and 2006, respectively. Other comprehensive income in all periods presented represents unrealized gain (loss) on marketable securities that are classified as available for sale. Comprehensive income was $19,685 and $27,924 for the three months ended June 30, 2007 and 2006, respectively, and $45,259 and $56,986 for the six months ended June 30, 2007 and 2006, respectively.

Note 8 – Contingencies

The Company is currently involved in certain litigation that arises in the ordinary course of business. It is management’s opinion that the pending litigation will not materially affect the financial position or results of operations of the Company.

The Company owns a parcel of land that it is ground leasing to a third party developer for the purpose of developing a shopping center. The Company has guaranteed 27% of the third party’s construction loan and bond line of credit (the “loans”) of which the maximum guaranteed amount is $31,554. The total amount outstanding at June 30, 2007 on the loans was $10,950 of which the Company has guaranteed $2,957. The Company has recorded an obligation of $315 in the accompanying consolidated balance sheet as of June 30, 2007 to reflect the estimated fair value of the guaranty.

The Company has guaranteed 50% of the debt of Parkway Place L.P., an unconsolidated affiliate in which the Company owns a 45% interest, which owns Parkway Place in Huntsville, AL. The total amount outstanding at June 30, 2007 was $53,200 of which the Company has guaranteed $26,600. The guaranty will expire when the related debt matures in June 2008. The Company has not recorded an obligation for this guaranty because it has determined that the fair value of the guaranty is not material.

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The Company has guaranteed the performance of York Town Center, LP (“YTC”), an unconsolidated affiliate in which the Company owns a 50% interest, under the terms of an agreement with a third party that will own property adjacent to the shopping center property YTC is currently developing. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000, which decreases by $800 annually until the guaranteed amount is reduced to $10,000. The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $21,200 as of June 30, 2007. The Company has entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts the Company is obligated to fund under the guaranty. The Company has not recorded an obligation for this guaranty because it has determined that the fair value of the guaranty is not material.

The Company has issued various bonds that it would have to satisfy in the event of non-performance. At June 30, 2007, the total amount outstanding on these bonds was $17,062.

Note 9 – Share-Based Compensation

The compensation cost that was charged against income was $935 and $1,512 for the three months ended June 30, 2007 and 2006, respectively, and $2,198 and $3,765 for the six months ended June 30, 2007 and 2006, respectively. Compensation cost capitalized as part of real estate assets was $204 and $107 for the three months ended June 30, 2007 and 2006, respectively, and $391 and $213 for the six months ended June 30, 2007 and 2006, respectively.

The Company’s stock option activity for the six months ended June 30, 2007 is summarized as follows:

	Shares		Weighted Average Exercise Price
Outstanding at January 1, 2007	1,502,720			$	14.40
Exercised	(225,254	)			13.13
Cancelled	(1,000	)			18.27
Expired	(1,000	)			12.81
Outstanding at June 30, 2007	1,275,466				14.63
Vested at June 30, 2007	1,275,466				14.63
Options exercisable at June 30, 2007	1,275,466				14.63

A summary of the status of the Company’s stock awards as of June 30, 2007, and changes during the six months ended June 30, 2007, is presented below:

	Shares		Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2007	457,344			$	34.35
Granted	30,328				43.77
Vested	(138,948	)			35.93
Forfeited	(7,024	)			35.76
Nonvested at June 30, 2007	341,700				34.71

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As of June 30, 2007, there was $9,981 of total unrecognized compensation cost related to nonvested stock options and stock awards granted under the plan, which is expected to be recognized over a weighted average period of 3.2 years.

Note 10 – Noncash Investing and Financing Activities

The Company’s noncash investing and financing activities were as follows for the six months ended June 30, 2007 and 2006:

		Six Months Ended June 30,
		2007		2006
Additions to real estate assets accrued but not yet paid	$	37,471	$	28,317
Reclassification of developments in progress to mortgage notes receivable		6,528		—
Note receivable received on sale of land		3,735		—
Minority interest issued in acquisition of real estate assets		330		—
Conversion of minority interest into common stock		—		16,486

Note 11 – Discontinued Operations

During the three months ended June 30, 2007, the Company entered into an agreement to sell Twin Peaks Mall in Longmont, CO to a third party buyer. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-lived Assets, the property has been classified as held for sale and the related results of operations for all periods presented are included in discontinued operations in the accompanying consolidated financial statements. The sale is expected to close in the third quarter ending September 30, 2007. Proceeds from the sale will be used to reduce outstanding borrowings on the Company’s lines of credit. There were no properties held for sale as of December 31, 2006.

During May 2006, the Company sold three community centers for an aggregate sales price of $42,280 and recognized a gain of $7,215. The Company also sold two community centers in May 2006 for an aggregate sales price of $63,000 and recognized a loss on impairment of real estate assets of $274.

Total revenues for the properties included in discontinued operations in the accompanying consolidated statements of operations were $1,629 and $3,001 for the three and six month periods ended June 30, 2007, respectively, and $2,997 and $8,020 for the three and six month periods ended June 30, 2006, respectively.

Note 12 – Income Taxes

The Company has elected taxable REIT subsidiary status for some of its subsidiaries. This enables the Company to receive income and provide services that would otherwise be impermissible for REITs. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance resulting from changes in circumstances that may affect the realizability of the related deferred tax asset is included in income.

The Company recorded an income tax provision of $948 and $1,751 for the three and six months ended June 30, 2007, respectively. The provision consists of a current tax benefit of $244 and a deferred tax provision of $1,192, respectively, for the three months ended June 30, 2007, and a current and deferred tax provision of $895 and $856, respectively, for the six months ended June 30, 2007. There was no income tax provision recorded in the three and six months ended June 30, 2006.

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The Company had a net deferred tax asset of $3,679 at June 30, 2007 and $4,291 at December 31, 2006. The net deferred tax asset at June 30, 2007 and December 31, 2006 primarily consisted of operating expense accruals and differences between book and tax depreciation.

The Company reports any income tax penalties attributable to its properties as property operating expenses and any corporate-related income tax penalties as general and administrative expenses in its statement of operations. In addition, any interest incurred on tax assessments are reported as interest expense. The Company reported nominal interest and penalty amounts for the three months ended June 30, 2007 and 2006, respectively, and the six months ended June 30, 2007 and 2006, respectively.

Note 13 – Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which is effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No.109, Accounting for Income Taxes, by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company adopted FIN 48 as of January 1, 2007 and has analyzed its various federal and state filing positions. Based on this evaluation, the Company believes that its accruals for income tax liabilities are adequate and, therefore, no reserves for uncertain income tax positions have been recorded pursuant to FIN 48. Additionally, the Company did not record a cumulative effect adjustment related to the adoption of FIN 48.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework that clarifies the fair value measurement objective within GAAP and its application under the various pronouncements that require or permit fair value measurements, and expands disclosures about fair value measurements. It is intended to increase consistency and comparability among fair value estimates used in financial reporting. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The transition adjustment, which is measured as the difference between the carrying amount and the fair value of those financial instruments at the date SFAS No. 157 is initially applied, should be recognized as a cumulative effect adjustment to the opening balance of retained earnings for the fiscal year in which SFAS No. 157 is initially applied. The provisions of SFAS No. 157 are effective for the Company beginning January 1, 2008. The Company is currently evaluating the impact of adopting SFAS No. 157 on its financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, although early application is allowed. The Company is currently evaluating the impact of adopting SFAS No. 159 on its financial position and results of operations.

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ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes that are included in this Form 10-Q. In this discussion, the terms “we”, “us”, “our”, and the “Company” refer to CBL & Associates Properties, Inc. and its subsidiaries.

Certain statements made in this section or elsewhere in this report may be deemed “forward looking statements” within the meaning of the federal securities laws. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. In addition to the risk factors described in Part II, Item 1A. of this report, such risks and uncertainties include, without limitation, general industry, economic and business conditions, interest rate fluctuations, costs of capital and capital requirements, availability of real estate properties, inability to consummate acquisition opportunities, competition from other companies and retail formats, changes in retail rental rates in the Company’s markets, shifts in customer demands, tenant bankruptcies or store closings, changes in vacancy rates at our properties, changes in operating expenses, changes in applicable laws, rules and regulations, the ability to obtain suitable equity and/or debt financing and the continued availability of financing in the amounts and on the terms necessary to support our future business. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

EXECUTIVE OVERVIEW

We are a self-managed, self-administered, fully integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air centers and community centers. Our shopping center properties are located in 27 states, but primarily in the southeastern and midwestern United States.

As of June 30, 2007, we owned controlling interests in 72 regional malls/open-air centers, 28 associated centers (each adjacent to a regional shopping mall), four community centers and our corporate office building. We consolidate the financial statements of all entities in which we have a controlling financial interest or where we are the primary beneficiary of a variable interest entity. As of June 30, 2007, we owned non-controlling interests in seven regional malls, four associated centers and one community center. Because one or more of the other partners have substantive participating rights we do not control these partnerships and joint ventures and, accordingly, account for these investments using the equity method. We had seven mall expansions, three associated/lifestyle centers, one mixed-use center, three community centers (one of which is owned in a joint venture) and an office building under construction at June 30, 2007. We also hold options to acquire certain development properties owned by third parties.

The majority of our revenues is derived from leases with retail tenants and generally includes base minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures, including property operating expenses, real estate taxes and maintenance and repairs, as well as certain capital expenditures. We also generate revenues from sales of outparcel land at the properties and from sales of operating real estate assets when it is determined that we can realize the maximum value of the assets. Proceeds from such sales are generally used to pay off related construction loans or reduce borrowings on our credit facilities.

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RESULTS OF OPERATIONS

The following significant transactions impact the comparison of the results of operations for the three months and six months ended June 30, 2007 to the results of operations for the comparable periods ended June 30, 2006:

• We have opened two associated centers and three community centers since January 1, 2006 (collectively referred to as the “New Properties”). We do not consider a property to be one of the Comparable Properties (defined below) until the property has been owned or open for one complete calendar year. The New Properties are as follows:

Property	Location	Date Opened
The Plaza at Fayette Mall	Lexington, KY	October 2006
High Pointe Commons (50/50 joint venture)	Harrisburg, PA	October 2006
Lakeview Pointe	Stillwater, OK	October 2006
The Shops at Pineda Ridge	Melbourne, FL	November 2006
The Shoppes at St. Clair Square	Fairview Heights, IL	March 2007

• Properties that were in operation as of January 1, 2006 and June 30, 2007 are referred to as the “Comparable Properties.”

Comparison of the Three Months Ended June 30, 2007 to the Three Months Ended June 30, 2006

Revenues

The $11.2 million increase in revenues resulted from an increase of $6.8 million attributable to the revenues from the Comparable Properties and an increase of $2.1 million in revenues from the New Properties. Management, development and leasing fees increased $2.3 million primarily attributable to fees received by, or due to, the Company for managing certain new developments and operating properties.

Our cost recovery ratio declined to 102.8% compared to 105.2% for the prior year period. As we continue to convert more and more tenants to fixed common area maintenance arrangements, fluctuations in tenant reimbursements will not correlate as closely with fluctuations in the corresponding expenses as they do with pro rata common area maintenance charges. As a result, there may be more variability in our cost recovery ratio from period to period.

Expenses

The $2.3 million increase in property operating expenses, including real estate taxes and maintenance and repairs, resulted from increases of $1.9 million from the Comparable Properties and $0.4 million attributable to the New Properties.

The $6.3 million increase in depreciation and amortization expense resulted from increases of $5.6 million from the Comparable Properties and $0.7 million from the New Properties. The increase in depreciation and amortization of the Comparable Properties is due to ongoing capital expenditures for renovations, expansions, tenant allowances and deferred maintenance and for the write-off of certain tenant allowances related to early lease terminations.

General and administrative expenses increased $1.5 million due to annual increases in salaries and benefits of existing personnel and the addition of new personnel to support our growth.

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Other Income and Expenses

Interest and other income increased by $0.9 million primarily due to a fee of $1.0 million related to the grant of an access and utilities easement at one of our properties.

Interest expense increased by $5.2 million due to additional debt associated with the New Properties as well as the refinancing of certain existing properties with increased principal amounts. In addition, we experienced an increase in the weighted average interest rate of our variable-rate debt as compared to the prior year quarter.

Gain on Sales

Gain on sales of real estate assets of $2.7 million in the three months ended June 30, 2007 relates to the recognition of gain on one property for which the gain had previously been deferred. Gain on sales of real estate assets of $2.0 million in the three months ended June 30, 2006 relates to the sale of two parcels of land.

Income Tax Provision

The income tax provision of $0.9 million for the three months ended June 30, 2007 relates to the earnings of our taxable REIT subsidiary and consists of a provision for deferred income taxes of $1.2 million, which is partially offset by a current income tax benefit of $0.3 million.

Discontinued Operations

We recognized income from discontinued operations of $0.5 million for the three months ended June 30, 2007, which represents a decline of $8.2 million from the $8.7 million of gain and income from discontinued operations that we recognized during the three months ended June 30, 2006. Discontinued operations in the three months ended June 30, 2007 and 2006 reflects the results of operations of Twin Peaks Mall, which is expected to be sold in the third quarter of 2007, plus the true up of estimated expenses to actual amounts for properties sold during previous periods. Discontinued operations for the three months ended June 30, 2006 also reflects the results of operations and gain on the disposal of five community centers that were sold in May 2006.

Comparison of the Six Months Ended June 30, 2007 to the Six Months Ended June 30, 2006

Revenues

The $16.5 million increase in revenues resulted from an increase of $10.8 million attributable to the revenues from the Comparable Properties, an increase of $3.9 million in revenues from the New Properties, and an increase in management, development and leasing fees of $2.4 million

Our cost recovery ratio declined to 100.3% compared to 104.8% for the prior year period. As we continue to convert more and more tenants to fixed common area maintenance arrangements, fluctuations in tenant reimbursements will not correlate as closely with fluctuations in the corresponding expenses as they do with pro rata common area maintenance charges. As a result, there may be more variability in our cost recovery ratio from period to period. In addition, the year-to-date decline is partially due to higher than expected snow removal costs incurred by the Company in the first quarter of 2007 and increases in bad debt expense.

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Expenses

The $9.3 million increase in property operating expenses, including real estate taxes and maintenance and repairs, resulted from increases of $8.6 million from the Comparable Properties and $0.7 million attributable to the New Properties. The increase in property operating expenses of the Comparable properties included a $2.0 million increase in bad debt expense that resulted from bad debt expense of $0.7 million in the six months ended June 30, 2007 compared to a net recovery of $1.3 million in the six months ended June 30, 2006.

The $8.8 million increase in depreciation and amortization expense resulted from increases of $7.6 million from the Comparable Properties and $1.2 million from the New Properties. The increase in depreciation and amortization of the Comparable Properties is due to ongoing capital expenditures for renovations, expansions, tenant allowances and deferred maintenance and for the write-off of certain tenant allowances related to early lease terminations.

General and administrative expenses increased $2.1 million due to annual increases in salaries and benefits of existing personnel and the addition of new personnel to support our growth.

Other Income and Expenses

Interest and other income for the six months ended June 30, 2007 increased primarily due to a fee of $1.0 million related to the grant of an access and utilities easement at one of our properties.

Interest expense increased by $7.4 million due to the additional debt associated with the New Properties as well as the refinancing of certain existing properties with increased principal amounts. In addition, we experienced an increase in the weighted average interest rate of our variable-rate debt as compared to the prior year period.

We recorded a loss on extinguishment of debt of $0.2 million as a result of prepayment fees related to a loan that we retired prior to its scheduled maturity date during the six months ended June 30, 2007.

Gain on Sales

Gain on sales of real estate assets of $6.2 million in the six months ended June 30, 2007 relates to the sale of six parcels of land. Gain on sales of real estate assets of $2.9 million in the six months ended June 30, 2006 relates to the sale of three parcels of land.

Equity in Earnings of Unconsolidated Affiliates

Equity in earnings of unconsolidated affiliates decreased $1.5 million primarily due to a lower level of outparcel sales at certain unconsolidated affiliates as compared to the prior year period.

Income Tax Provision

The income tax provision of $1.8 million for the six months ended June 30, 2007, relates to the earnings of our taxable REIT subsidiary and consists of provisions for current and deferred income taxes of $0.9 million each. We have cumulative stock-based compensation deductions that may be used to offset the current income tax payable of $0.9 million; therefore, we reduced the payable for current period income taxes to zero by recognizing a portion of the benefit of the cumulative stock-based compensation deductions.

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Discontinued Operations

We recognized income from discontinued operations of $0.5 million for the six months ended June 30, 2007, which represents a decline of $10.5 million from the $11.0 million of gain and income from discontinued operations that we recognized during the six months ended June 30, 2006. Discontinued operations in the six months ended June 30, 2007 and 2006 reflects the results of operations of Twin Peaks Mall which is expected to be sold in the third quarter of 2007, plus the true up of estimated expenses to actual amounts for properties sold during previous periods. Discontinued operations in the six months ended June 30, 2006 also reflects the results of operations and gain on disposal of five community centers that were sold in May 2006.

Operational Review

The shopping center business is, to some extent, seasonal in nature with tenants achieving the highest levels of sales during the fourth quarter because of the holiday season. Additionally, the malls earn most of their “temporary” rents (rents from short-term tenants), during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

We classify our regional malls into two categories – malls that have completed their initial lease-up are referred to as stabilized malls and malls that are in their initial lease-up phase and have not been open for three calendar years are referred to as non-stabilized malls. The non-stabilized malls currently include Coastal Grand-Myrtle Beach in Myrtle Beach, SC, which opened in March 2004; Imperial Valley Mall in El Centro, CA, which opened in March 2005; Southaven Towne Center in Southaven, MS, which opened in October 2005; and Gulf Coast Town Center in Ft. Myers, FL, which opened in November 2005.

We derive a significant amount of our revenues from the mall properties. The sources of our revenues by property type were as follows:

	Six Months Ended June 30,
	2007		2006
Malls	91.8	%	92.6	%
Associated centers	4.1	%	3.8	%
Community centers	0.9	%	0.8	%
Mortgages, office building and other	3.2	%	2.8	%

Sales and Occupancy Costs

Mall store sales (for those tenants who occupy 10,000 square feet or less and have reported sales) increased by 2.0% on a comparable per square foot basis for the six months ended June 30, 2007 compared with an increase of 3.8% for the six months ended June 30, 2006. Mall store sales for the trailing twelve months ended June 30, 2007 on a comparable per square foot basis were $344 per square foot compared with $335 per square foot for the trailing twelve months ended June 30, 2006.

Occupancy costs as a percentage of sales for the stabilized malls were 13.8% for the six months ended June 30, 2007 compared to 13.7% for the six months ended June 30, 2006.

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Occupancy

The occupancy of the portfolio was as follows:

	At June 30,
	2007		2006
Total portfolio	91.6	%	91.4	%
Total mall portfolio	91.7	%	91.4	%
Stabilized malls	92.2	%	91.4	%
Non-stabilized malls	82.1	%	89.3	%
Associated centers	92.3	%	91.8	%
Community centers	82.7	%	88.5	%

Timing delays at some of the New Properties have impacted total occupancy. At High Pointe Commons, the anchors have opened but many of the stores are still in the process of taking occupancy. While occupancy was approximately 70% as of June 30, 2007, the project is over 90% leased. At Gulf Coast Town Center, although the project is 97% leased and committed, occupancy was at 56% as of June 30, 2007. Several stores have encountered delays in receiving building permits due to the lengthy process time involved in that geographic area. In addition, the lifestyle center developments generally open in staggered phases, reflecting initial lower occupancy rates, as compared to mall properties in which a greater number of tenants are typically open as of a mall’s grand opening date.

Leasing

During the second quarter of 2007, the Company revised its lease reporting focus to small shop spaces less than 10,000 square feet in comparison to the previous reporting on spaces less than 20,000 square feet. This change allows for greater consistency and comparability with the data reported by our peers in the retail real estate industry.

Average annual base rents per square foot for small shop spaces less than 10,000 square feet were as follows for each property type:

	At June 30,
		2007		2006
Stabilized malls	$	28.00	$	27.54
Non-stabilized malls		28.29		27.87
Associated centers		12.09		10.95
Community centers		15.09		16.70
Office		19.53		19.34

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The following table presents the results we achieved in new and renewal leasing during the three and six months ended June 30, 2007 for small shop spaces less than 10,000 square feet that were previously occupied:

	Square Feet	Gross Rent Per Square Foot Prior Lease (1)		Initial Gross Remt Per Square Foot New Lease (2)		% Change Initial		Average Gross Rent Per Square Foot New Lease (3)		% Change Average
Quarter:
All Property Types	806,345	$	33.63	$	36.13	7.4	%	$	36.67	9.0	%
Stabilized malls	746,475		34.98		37.69	7.7	%		38.19	9.2	%
New leases	251,078		36.18		44.04	21.7	%		45.10	24.7	%
Renewal leases	495,397		34.38		34.47	0.3	%		34.69	0.9	%
Year to Date:
All Property Types	1,535,929	$	33.49	$	36.28	8.3	%	$	36.95	10.3	%
Stabilized malls	1,433,899		34.60		37.58	8.6	%		38.25	10.5	%
New leases	521,949		36.25		44.70	23.3	%		45.95	26.8	%
Renewal leases	911,950		33.65		33.51	-0.4	%		33.83	0.5	%

(1) Represents the rent that was in place at the end of the lease term.

(2) Represents the rent in place at beginning of the lease term.

(3) Average gross rent over the term of the new lease. Does not incorporate future annual increases for common area maintenance expense reimbursements.

During the second quarter of 2007, on an overall leasing basis, we signed leases totaling approximately 1.2 million square feet, including approximately 0.3 million square feet of development leasing and 0.9 million square feet of leases in our operating portfolio. The 0.9 million square feet was comprised of 0.4 million square feet of new leases and 0.5 million square feet of renewal leases. This compares with a total of 1.0 million square feet of leases signed in the second quarter of 2006, including 0.4 million square feet of development leasing and 0.6 million square feet completed in the operating portfolio. Of the 0.6 million square feet in the operating portfolio, 0.3 million square feet were new leases and 0.3 million square feet were renewals.

LIQUIDITY AND CAPITAL RESOURCES

There was $58.2 million of cash and cash equivalents as of June 30, 2007, an increase of $29.5 million from December 31, 2006. Cash flows from operations are used to fund short-term liquidity and capital needs such as tenant construction allowances, capital expenditures and payments of dividends and distributions. For longer-term liquidity needs such as acquisitions, new developments, renovations and expansions, we typically rely on property specific mortgages (which are generally non-recourse), construction and term loans, revolving lines of credit, common stock, preferred stock, joint venture investments and a minority interest in the Operating Partnership.

Cash Flows

Cash provided by operating activities during the six months ended June 30, 2007, increased by $12.3 million to $204.4 million from $192.1 million during the six months ended June 30, 2006. This increase is primarily due to the timing of amounts that were retained in accounts payable at June 30, 2007, in addition to the timing of cash receipts from collections of tenant and other receivables prior to the end of the second quarter.

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Debt

During the six months ended June 30, 2007, we borrowed $1,047.5 million under mortgage and other notes payable and paid $656.5 million to reduce outstanding borrowings under our lines of credit and repay certain mortgage notes payable. We paid $3.5 million of costs directly related to borrowings and our credit facilities, as well as $0.2 million in prepayment fees related to the retirement of a loan before its scheduled maturity date.

The following tables summarize debt based on our pro rata ownership share (including our pro rata share of unconsolidated affiliates and excluding minority investors’ share of shopping center properties) because we believe this provides investors a clearer understanding of our total debt obligations (in thousands):

	Consolidated		Minority Interest			Unconsolidated Affiliates		Total		Weighted Average Interest Rate(1)
June 30, 2007
Fixed-rate debt:
Non-recourse loans on operating properties	$	4,066,960	$	(119,955	)	$	217,532	$	4,164,537	5.91	%
Variable-rate debt:
Recourse terms loans on operating properties		—		—			36,858		36,858	6.43	%
Construction loans		63,814		—			—		63,814	6.57	%
Lines of credit		820,932		—			—		820,932	6.16	%
Total variable-rate debt		884,746		—			36,858		921,604	6.20	%
Total	$	4,951,706	$	(119,955	)	$	254,390	$	5,086,141	5.96	%

	Consolidated		Minority Interest			Unconsolidated Affiliates		Total		Weighted Average Interest Rate(1)
December 31, 2006
Fixed-rate debt:
Non-recourse loans on operating properties	$	3,517,710	$	(56,612	)	$	218,203	$	3,679,301	5.97	%
Variable-rate debt:
Recourse terms loans on operating properties		101,464		—			27,816		129,280	6.46	%
Construction loans		114,429		—			—		114,429	6.61	%
Lines of credit		830,932		—			—		830,932	6.19	%
Total variable-rate debt		1,046,825		—			27,816		1,074,641	6.27	%
Total	$	4,564,535	$	(56,612	)	$	246,019	$	4,753,942	6.03	%

(1) Weighted average interest rate including the effect of debt premiums, but excluding amortization of deferred financing costs.

We have four secured credit facilities with total availability of $613.2 million, of which $567.9 million was outstanding as of June 30, 2007. The secured credit facilities bear interest at a rate of LIBOR plus a margin ranging from 0.80% to 0.90%. Borrowings under the secured lines of credit had a weighted average interest rate of 6.13% at June 30, 2007. We also pay a fee based on the amount of unused availability under our largest secured credit facility that has total availability of $476.0 million at a rate of 0.125% or 0.250%, depending on the level of unused availability.

We have an unsecured credit facility with total availability of $560.0 million, of which $253.0 million was outstanding as of June 30, 2007. The unsecured credit facility bears interest at LIBOR plus a margin of 0.75% to 1.20% based on our leverage. The credit facility matures in August 2008 and has

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three one-year extension options, which are at our election. At June 30, 2007, the outstanding borrowings under the unsecured credit facility had a weighted average interest rate of 6.22%. Additionally, the Company pays an annual fee of 0.1% of the amount of total availability under the unsecured credit facility.

We also have secured and unsecured lines of credit with total availability of $43.3 million that are used only to issue letters of credit. There was $18.7 million outstanding under these lines at June 30, 2007.

During the three months ended June 30, 2007, we obtained two separate ten-year, non-recourse loans totaling $207.5 million that bear interest at fixed rates ranging from 5.60% to 5.66%, with a weighted average of 5.61%. The loans are secured by Gulf Coast Town Center and Eastgate Crossing. The proceeds were used to retire two variable rate loans totaling $143.3 million and to reduce outstanding balances on the Company’s credit facilities.

In March 2007, we obtained six separate ten-year, non-recourse loans totaling $417.0 million that bear interest at fixed rates ranging from 5.67% to 5.68%, with a weighted average of 5.67%. The loans are secured by Mall of Acadiana, Citadel Mall, The Plaza at Fayette Mall, Layton Hills Mall and its associated center, Hamilton Corner and The Shoppes at St. Clair Square. The proceeds were used to retire $92.1 million of mortgage notes payable that were scheduled to mature during the next twelve months and to pay outstanding balances on our credit facilities. The mortgage notes payable that were retired consisted of two variable rate term loans totaling $51.8 million and three fixed rate loans totaling $40.3 million. The Company recorded a loss on extinguishment of debt of $0.2 million in the six months ended June 30, 2007, related to prepayment fees and the write-off of unamortized deferred financing costs associated with the loans that were retired.

The refinancings described in the preceding paragraph enabled us to significantly reduce our exposure to variable-rate debt. As of June 30, 2007, our share of consolidated and unconsolidated variable-rate debt represented 18.1% of our total share of debt, which was down from 22.6% as of December 31, 2006. As of June 30, 2007, our share of consolidated and unconsolidated variable-rate debt represented 9.6% of our total market capitalization (see Equity below) as compared to 10.6% as of December 31, 2006.

The secured and unsecured credit facilities contain, among other restrictions, certain financial covenants including the maintenance of certain coverage ratios, minimum net worth requirements, and limitations on cash flow distributions. We were in compliance with all financial covenants and restrictions under our credit facilities at June 30, 2007.

We expect to refinance the majority of mortgage and other notes payable maturing over the next five years with replacement loans. Based on our pro rata share of total debt, there are two loans totaling $67.2 million that are scheduled to mature before June 30, 2008. We expect to retire or refinance these loans.

Equity

On August 1, 2007, our Board of Directors authorized a $100.0 million common stock repurchase plan effective over the next twelve months. Any stock repurchases will be made from time to time through open market purchases, in accordance with Securities and Exchange Commission safe harbor provisions, and will be funded through our available cash and credit facilities. The timing and price of any stock repurchases will be determined by the market value in effect from time to time for our common stock. We are not obligated to repurchase any shares of stock under the plan, and we may terminate the stock repurchase plan at any time.

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On June 28, 2007, we redeemed the 2,000,000 outstanding shares of our 8.75% Series B Cumulative Redeemable Stock (the “Series B Preferred Stock”) for $100.0 million, representing a liquidation preference of $50.00 per share, plus accrued and unpaid dividends of $2.1 million. In connection with the redemption of the Series B Preferred Stock, we recorded a charge of $3.6 million to write off direct issuance costs that were recorded as a reduction of additional paid-in capital when the Series B Preferred Stock was issued. The charge is included in preferred dividends in the accompanying consolidated statements of operations for the three and six month periods ended June 30, 2007.

During the six months ended June 30, 2007, we received $3.1 million in proceeds from issuances of common stock related to exercises of employee stock options and from our dividend reinvestment plan.

In addition, we paid dividends of $81.4 million to holders of our common stock and our preferred stock, as well as $57.2 million in distributions to the minority interest investors in our Operating Partnership and certain shopping center properties.

During the three and six months ended June 30, 2007, holders of 24,834 and 220,670 special common units of limited partnership interest in the Operating Partnership, respectively, exercised their conversion rights. We elected to pay cash of $0.9 million and $9.4 million, respectively, in exchange for the special common units.

As a publicly traded company, we have access to capital through both the public equity and debt markets. We currently have a shelf registration statement on file with the Securities and Exchange Commission authorizing us to publicly issue shares of preferred stock, common stock and warrants to purchase shares of common stock. There is no limit to the offering price or number of shares that we may issue under this shelf registration statement.

We anticipate that the combination of equity and debt sources will, for the foreseeable future, provide adequate liquidity to continue our capital programs substantially as in the past and make distributions to our shareholders in accordance with the requirements applicable to real estate investment trusts.

Our strategy is to maintain a conservative debt-to-total-market capitalization ratio in order to enhance our access to the broadest range of capital markets, both public and private. Based on our share of total consolidated and unconsolidated debt and the market value of equity, our debt-to-total-market capitalization (debt plus market value equity) ratio was as follows at June 30, 2007 (in thousands, except stock prices):

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	116,285	$	36.05	$	4,192,074
7.75% Series C Cumulative Redeemable Preferred Stock	460		250.00		115,000
7.375% Series D Cumulative Redeemable Preferred Stock	700		250.00		175,000
Total market equity					4,482,074
Company’s share of total debt					5,086,141
Total market capitalization				$	9,568,215
Debt-to-total-market capitalization ratio					53.2	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 29, 2007. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

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Capital Expenditures

We expect to continue to have access to the capital resources necessary to expand and develop our business. Future development and acquisition activities will be undertaken as suitable opportunities arise. We do not expect to pursue these opportunities unless adequate sources of funding are available and a satisfactory budget with targeted returns on investment has been internally approved.

An annual capital expenditures budget is prepared for each property that is intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, will provide the necessary funding for these expenditures.

The following tables summarize our development projects as of June 30, 2007 (dollars in thousands):

Properties Opened Year-to-date

Property	Location	Total Project Square Feet	CBL’s Share of					Date Opened	Initial Yield (d)
				Total Cost			Cost To Date
Mall Expansions:
Brookfield Square - Mitchell’s Fish Market	Brookfield, WI	7,500	$	3,044		$	2,044	April 2007	8.4%
Southpark Mall - Regal Cinema	Colonial Heights, VA	68,242		11,322			11,322	July 2007	11.0%
Open-Air Center:
Alamance Crossing East	Burlington, NC	571,700		79,950			69,675	August 2007	8.4%
Open-Air Center Expansion:
Gulf Coast Town Center – Phase II-shops/Costco (a)	Ft. Myers, FL	595,990		83,286	(a)		83,286	Spring 2007	9.2%
Associated Center:
The Shoppes at St. Clair Square	Fairview Heights, IL	84,080		27,487			27,257	March 2007	7.0%
Associated Center Renovation:
Madison Plaza	Huntsville, AL	153,085		1,200			1,156	June 2007	N/A
Redevelopments:
Mall del Norte - Theater	Laredo, TX	81,150		14,403			10,277	Spring 2007	7.4%
		1,561,747	$	220,692		$	205,017

Announced Property Renovations and Redevelopments

Property	Location	Total Project SquareFeet	CBL’s Share of				Opening Date	Initial Yield (d)
				Total Cost		Cost To Date
Mall Renovations:
Brookfield Square	Brookfield, WI	1,132,984	$	18,100	$	1,187	Fall 2007	NA
Georgia Square	Athens, GA	674,738		16,900		1,182	Spring 2008	NA
Mall del Norte	Laredo, TX	1,207,687		20,400		10,649	Fall 2007	NA
Honey Creek Mall	Terre Haute, IN	678,763		5,600		2,357	Fall 2007	NA
Redevelopments:
Parkdale Mall - Former Dillards	Beaumont, TX	50,720		14,720		6,879	Fall 2007	4.1	%
Northpark Mall - Former Wards	Joplin, MO	90,688		9,750		4,321	Fall 2007	7.8	%
Columbia Place - Former JCPenney	Columbia, SC	124,819		12,831		9,577	August 2007/ February 2008	6.5	%
Westgate Mall - Former Proffits	Spartanburg, SC	153,000		N/A		N/A	August 2007	N/A
		4,113,399	$	98,301	$	36,152

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Properties Under Development at June 30, 2007

Property	Location	Total Project Square Feet		CBL’s Share of				Opening Date	Initial Yield (d)
					Total Costs		Cost To Date
Mall Expansions:
The District at Valley View – shops	Roanoke, VA	61,200		$	18,026	$	15,312	July/Fall 2007	7.6	%
Brookfield Square - Fresh Market	Brookfield, WI	22,400			4,960		4,587	Fall 2007	7.6	%
The District at CherryVale	Rockford, IL	84,541			21,099		10,199	Fall 2007	7.4	%
Harford Mall - lifestyle expansion	Bel Air, MD	39,222	(b)		9,654		5,580	September 2007	6.1	%
Southpark Mall - Foodcourt	Colonial Heights, VA	17,150			4,188		729	Spring 2008	11.0	%
Coastal Grand - JCPenney	Myrtle Beach, SC	103,395			N/A		N/A	Spring 2008	N/A
Coastal Grand - Ulta Cosmetics	Myrtle Beach, SC	10,000			1,449		—	Spring 2008	8.7	%
Cary Towne Center - Mimi’s Café	Cary, NC	6,674			2,243		467	Spring 2008	15.0	%
Brookfield Square - Claim Jumpers	Brookfield, WI	12,000			3,430		136	Fall 2008	11.9	%
Associated/Lifestyle Centers:
Milford Marketplace	Milford, CT	107,226			26,028		15,372	October 2007	8.3	%
Brookfield Square - Corner Development	Brookfield, WI	19,745			8,372		4,067	Fall 2008	8.0	%
Imperial Valley Commons - Phase I (e)	El Centro, CA	610,966			11,471		6,474	Fall 2008/ Summer 2009	8.7	%
Office:
CBL Center II	Chattanooga, TN	74,598			17,120		3,628	January 2008	8.6	%
Mixed-Use Center:
Pearland Town Center	Pearland, TX	719,388			154,182		52,366	Fall 2008	7.4	%
Community/Open-Air Centers:
Alamance Crossing - Theater/Shops	Burlington, NC	82,997			18,882		—	Spring 2008	8.4	%
York Town Center (c)	York, PA	274,495			21,099		13,137	September 2007	9.8	%
Summit Fair	Lee’s Summit, MO	513,000			15,654		—	Fall 2008/ Summer 2009	9.6	%
Cobblestone Village at Palm Coast	Palm Coast, FL	277,770			10,520		16,272	October 2007	7.7	%
		3,036,767		$	348,377	$	148,326

(a) Amounts shown are 100% of total cost and cost to date for all of Phase II due to the fact that we fund all costs.

(b) Total square footage includes redevelopement and expansion of 2,641 square feet.

(c) 50/50 joint venture.

(d) Initial yields include reductions for management and development fees.

(e) 60/40 Joint Venture. Amounts shown are 100% of total costs and cost to date as CBL has funded all costs to date.

As of June 30, 2007, there were construction loans in place for the development costs of Alamance Crossing, Milford Marketplace and York Town Center. Subsequent to the end of the quarter, we closed on a construction loan to fund the development costs of Pearland Town Center. The remaining development costs will be funded with operating cash flows, credit facilities or construction loans that we plan to obtain in the near term.

We have entered into a number of option agreements for the development of future regional malls, open-air centers and community centers. Except for the projects discussed under Developments and Expansions above, we do not have any other material capital commitments.

Dispositions

We received $14.6 million in net proceeds from the sales of six parcels of land during the six months ended June 30, 2007.

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Other Capital Expenditures

Including our share of unconsolidated affiliates’ capital expenditures and excluding minority investors’ share of capital expenditures, we spent $27.3 million during the six months ended June 30, 2007 for tenant allowances, which will generate increased rents from tenants over the terms of their leases. Deferred maintenance expenditures were $8.7 million for the six months ended June 30, 2007 and included $5.1 million for roof repairs and replacements, $0.3 million parking lots and parking lot lighting and $3.3 million for other capital expenditures. Renovation expenditures were $16.6 million for the six months ended June 30, 2007.

Deferred maintenance expenditures are generally billed to tenants as common area maintenance expense, and most are recovered over a 5 to 15-year period. Renovation expenditures are primarily for remodeling and upgrades of malls, of which approximately 30% is recovered from tenants over a 5 to 15-year period. We are recovering these costs through fixed amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2006. The following discussion describes our most critical accounting policies, which are those that are both important to the presentation of our financial condition and results of operations and that require significant judgment or use of complex estimates.

Revenue Recognition

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms, including rent holidays, of the related leases. Most tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

We receive reimbursements from tenants for real estate taxes, insurance, common area maintenance, utilities and other recoverable operating expenses as provided in the lease agreements. Tenant reimbursements are recognized as revenue in the period the related operating expenses are incurred. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue when billed.

We receive management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Financing fees are earned in accordance with the terms of the applicable joint venture agreement. Development, leasing and financing fees received from unconsolidated affiliates are recognized as revenue to the extent of the third-party partners’ ownership interest. Fees to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate.

Gains on sales of real estate assets are recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, our receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the asset. When we have an ownership interest in the buyer, gain is recognized to the extent of the third party partner’s ownership interest and the portion of the gain attributable to our ownership interest is deferred.

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Real Estate Assets

We capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets are accounted for using the purchase method of accounting and, accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The purchase price is allocated to (i) tangible assets, consisting of land, buildings and improvements, and tenant improvements, (ii) and identifiable intangible assets and liabilities generally consisting of above and below-market leases and in-place leases. We use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation methods to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt with a stated interest rate that is significantly different from market interest rates is recorded at its fair value based on estimated market interest rates at the date of acquisition.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are amortized over the remaining terms of the related leases. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

Carrying Value of Long-Lived Assets

We periodically evaluate long-lived assets to determine if there has been any impairment in their carrying values and record impairment losses if the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts or if there are other indicators of impairment. If it is determined that an impairment has occurred, the excess of the asset’s carrying value over its estimated

fair value will be charged to operations. We did recognize an impairment of $0.3 million during the three and six months ended June 30, 2006. No impairments have been incurred during the current year as of June 30, 2007.

RECENT ACCOUNTING PRONOUNCEMENTS

On July 13, 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which is effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB Statement No.109, Accounting for Income Taxes, by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

We adopted FIN 48 as of January 1, 2007 and have analyzed our various federal and state filing positions. Based on this evaluation, we believe that our accruals for income tax liabilities are adequate and, therefore, no reserves for uncertain income tax positions have been recorded pursuant to FIN 48. Additionally, we did not record a cumulative effect adjustment related to the adoption of FIN 48.

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In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework that clarifies the fair value measurement objective within GAAP and its application under the various pronouncements that require or permit fair value measurements, and expands disclosures about fair value measurements. It is intended to increase consistency and comparability among fair value estimates used in financial reporting. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The transition adjustment, which is measured as the difference between the carrying amount and the fair value of those financial instruments at the date SFAS No. 157 is initially applied, should be recognized as a cumulative effect adjustment to the opening balance of retained earnings for the fiscal year in which SFAS No. 157 is initially applied. The provisions of SFAS No. 157 are effective for us beginning January 1, 2008. We are currently evaluating the impact of adopting SFAS No. 157 on our financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 109 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, although early application is allowed. We are currently evaluating the impact of adopting SFAS No. 159 on our financial position and results of operations.

IMPACT OF INFLATION

In the last three years, inflation has not had a significant impact on us because of the relatively low inflation rate. Substantially all tenant leases do, however, contain provisions designed to protect us from the impact of inflation. These provisions include clauses enabling us to receive percentage rent based on tenants’ gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms in the range of five to ten years, which may enable us to replace existing leases with new leases at higher base and/or percentage rents if rents of the existing leases are below the then existing market rate. Most of the leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation.

FUNDS FROM OPERATIONS

Funds From Operations (“FFO”) is a widely used measure of the operating performance of real estate companies that supplements net income determined in accordance with generally accepted accounting principles (“GAAP”). The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (computed in accordance with GAAP) excluding gains or losses on sales of operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and minority interests. Adjustments for unconsolidated partnerships and joint ventures and minority interests are calculated on the same basis. We define FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. Our method of calculating FFO allocable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

We believe that FFO provides an additional indicator of the operating performance of our Properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have

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historically risen with market conditions, we believe that FFO enhances investors’ understanding of our operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of our Properties and interest rates, but also by our capital structure.

We present both FFO of our operating partnership and FFO allocable to common shareholders, as we believe that both are useful performance measures. We believe FFO of our operating partnership is a useful performance measure since we conduct substantially all of our business through our operating partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the minority interest in our operating partnership. We believe FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income available to common shareholders.

In our reconciliation of net income available to common shareholders to FFO allocable to common shareholders that is presented below, we make an adjustment to add back minority interest in earnings of our operating partnership in order to arrive at FFO of our operating partnership. We then apply a percentage to FFO of our operating partnership to arrive at FFO allocable to common shareholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.

FFO allocable to common shareholders decreased 1.4% for the three months ended June 30, 2007 to $48.4 million from $49.1 million for the same period in 2006. FFO allocable to common shareholders decreased 2.3% for the six months ended June 30, 2007 to $99.4 million compared to $101.7 million for the same period in 2006.

FFO of our operating partnership decreased 2.9% for the three months ended June 30, 2007 to $85.9 million from $88.5 million for the same period in 2006. FFO of our operating partnership decreased 4.5% for the six months ended June 30, 2007 to $176.7 million compared to $185.1 million for the same period in 2006.

The decline in FFO was primarily the result of the non-cash income tax provision of $0.9 million and $1.8 million for the three and six months ended June 30, 2007, respectively, and the write-off of the direct issuance costs of $3.6 million during the three and six month periods ended June 30, 2007, related to the redemption of our Series B Preferred Stock. No comparable charges were incurred in the prior year periods. In addition, there was no gain on sale related to discontinued operations for the three and six months ended June 30, 2007, compared to a gain of $7.2 million for the three and six months ended June 30, 2006.

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The reconciliation of net income available to common shareholders to FFO allocable to common shareholders is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net income available to common shareholders	$	11,465		$	20,928		$	28,866		$	41,541
Minority interest in earnings of operating partnership		9,035			17,726			22,598			35,855
Depreciation and amortization expense of:
Consolidated properties		60,530			54,241			117,174			108,404
Unconsolidated affiliates		3,621			3,365			7,125			6,643
Discontinued operations		435			230			859			1,348
Non-real estate assets		(234	)		(210	)		(462	)		(405	)
Minority investors' share of depreciation and amortization		1,096			(568	)		490			(1,107	)
(Gain) loss on:
Sales of operating real estate assets		—			38			—			38
Discontinued operations		—			(7,215	)		55			(7,215	)
Funds from operations of the operating partnership		85,948			88,535			176,705			185,102
Percentage allocable to Company shareholders (1)		56.29	%		55.45	%		56.24	%		54.93	%
Funds from operations allocable to Company shareholders	$	48,380		$	49,093		$	99,379		$	101,677

(1) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average

number of common shares and the weighted average number of operating partnership units outstanding during the period.

ITEM 3: Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate risk on our debt obligations and derivative financial instruments. We may elect to use derivative financial instruments to manage our exposure to changes in interest rates, but will not use them for speculative purposes. Our interest rate risk management policy requires that derivative instruments be used for hedging purposes only and that they be entered into only with major financial institutions based on their credit ratings and other factors.

Based on our proportionate share of consolidated and unconsolidated variable rate debt at June 30, 2007, a 0.5% increase or decrease in interest rates on this variable-rate debt would decrease or increase annual cash flows by approximately $4.6 million and, after the effect of capitalized interest, annual earnings by approximately $4.2 million.

Based on our proportionate share of total consolidated and unconsolidated debt at June 30, 2007, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $97.4 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $100.8 million.

We did not have any derivative financial instruments during the six months ended June 30, 2007.

ITEM 4: Controls and Procedures

Disclosure Controls and Procedures

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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As of the end of the period covered by this quarterly report, an evaluation was performed under the supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information that we are required to disclose in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

Material Weakness Previously Disclosed

As discussed in our Annual Report on Form 10-K for the year ended December 31, 2006, we conducted an assessment of the effectiveness of our internal control over financial reporting and concluded that we did not maintain effective internal control over financial reporting because of the effect of a material weakness in the design and operating effectiveness of our system of internal controls related to the accounting and reporting for income taxes. Specifically, we incorrectly recorded the realized tax return benefits of excess stock compensation deductions as reductions to income tax expense rather than as increases to additional paid-in capital and minority interest liability in accordance with SFAS No. 109, Accounting for Income Taxes. Additionally, we improperly recorded deferred income taxes. As a result, we adjusted our consolidated financial statements to comply with accounting principles generally accepted in the United States of America.

Changes to Remediate Material Weakness

To remediate the material weakness, during the six months ended June 30, 2007, management implemented improved procedures and controls related to the accounting for income taxes, including a more rigorous internal review process and increased guidance on accounting requirements for relevant personnel. These additional controls were tested and the material weakness was remediated as of June 30, 2007.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting, except to the extent that the changes that were implemented in connection with the remediation plan discussed above affected such controls.

PART II - OTHER INFORMATION

ITEM 1: Legal Proceedings

None

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ITEM 1A.Risk Factors

The following information updates the information disclosed in “Item 1A – Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2006, by providing information that is current as of June 30, 2007:

RISKS RELATED TO REAL ESTATE INVESTMENTS

Real property investments are subject to various risks, many of which are beyond our control, that could cause declines in the operating revenues and/or the underlying value of one or more of our Properties.

A number of factors may decrease the income generated by a retail shopping center property, including:

• National, regional and local economic climates, which may be negatively impacted by plant closings, industry slowdowns, adverse weather conditions, natural disasters, acts of terrorism and other factors which tend to reduce consumer spending on retail goods.

• Local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants.

• Increased operating costs, such as increases in real property taxes, utility rates and insurance premiums.

• Perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center.

• The willingness and ability of the shopping center’s owner to provide capable management and maintenance services.

• The convenience and quality of competing retail properties and other retailing options, such as the Internet.

In addition, other factors may adversely affect the value of our Properties without affecting their current revenues, including:

• Adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion, or renovation activities that otherwise would be beneficial to our Properties.

• Potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our Properties.

• Any inability to obtain sufficient financing (including both construction financing and permanent debt), or the inability to obtain such financing on commercially favorable terms, to fund new developments, acquisitions, and property expansions and renovations which otherwise would benefit our Properties.

• An environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.

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The loss of one or more significant tenants, due to bankruptcies or as a result of ongoing consolidations in the retail industry, could adversely affect both the operating revenues and value of our Properties.

Regional malls are typically anchored by well-known department stores and other significant tenants who generate shopping traffic at the mall. A decision by an anchor tenant or other significant tenant to cease operations at one or more Properties could have a material adverse effect on those Properties and, by extension, on our financial condition and results of operations. The closing of an anchor or other significant tenant may allow other anchors and/or tenants at an affected Property to terminate their leases, to seek rent relief and/or cease operating their stores or otherwise adversely affect occupancy at the Property. In addition, key tenants at one or more Properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies in the retail industry. The bankruptcy and/or closure of one or more significant tenants, if we are not able to successfully re-tenant the affected space, could have a material adverse effect on both the operating revenues and underlying value of the Properties involved.

We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flow and the funds available to us to pay dividends.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in that real property. These laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances. The costs of investigation, removal or remediation of hazardous or toxic substances may be substantial. In addition, the presence of hazardous or toxic substances, or the failure to remedy environmental hazards properly, may adversely affect the owner’s or operator’s ability to sell or rent affected real property or to borrow money using affected real property as collateral.

Persons or entities that arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic substances at the disposal or treatment facility, whether or not that facility is owned or operated by the person or entity arranging for the disposal or treatment of hazardous or toxic substances. Laws exist that impose liability for release of asbestos-containing materials into the air, and third parties may seek recovery from owners or operators of real property for personal injury associated with exposure to asbestos-containing materials. In connection with our ownership, operation, management, development and redevelopment of our Properties, or any other Properties we acquire in the future, we may be potentially liable under these laws and may incur costs in responding to these liabilities, which could have an adverse effect on our results of operations, cash flow and the funds available to us to pay dividends.

RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK

We may elect not to proceed with certain development projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.

We intend to pursue development and expansion activities as opportunities arise. In connection with any development or expansion, we will incur various risks including the risk that development or expansion opportunities explored by us may be abandoned and the risk that construction costs of a project may exceed original estimates, possibly making the project not

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profitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain anchor, mortgage lender and property partner approvals for certain expansion activities. In the event of an unsuccessful development project, our loss could exceed our investment in the project.

We have in the past elected not to proceed with certain development projects and anticipate that we will do so again from time to time in the future. If we elect not to proceed with a development opportunity, the development costs ordinarily will be charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.

Competition from other retail formats could adversely affect the revenues generated by our Properties, resulting in a reduction in funds available for distribution to our stockholders.

There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. In addition, retailers at our Properties face competition for customers from:

• Discount shopping centers

• Outlet malls

• Wholesale clubs

• Direct mail

• Telemarketing

• Television shopping networks

• Shopping via the Internet

Each of these competitive factors could adversely affect the amount of rents that we are able to collect from our tenants, thereby reducing our revenues and the funds available for distribution to our stockholders.

Since our Properties are located principally in the Southeastern and Midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions.

Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 50.3% of our total revenues from all Properties for the six months ended June 30, 2007 and currently include 42 malls, 19 associated centers, two community centers and our corporate office building. Our Properties located in the midwestern United States accounted for approximately 29.1% of our total revenues from all Properties for the six months ended June 30, 2007 and currently include 23 malls, three associated centers and one community center. Our results of operations and funds available for distribution to shareholders therefore will be subject generally to economic conditions in the southeastern and midwestern United States. We will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.

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Certain of our Properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these properties which otherwise would be in the best interests of the Company and our stockholders.

We own partial interests in eleven malls, eight associated centers, two community centers and one office building. We manage all of these properties except for Governor’s Square, Governor’s Plaza and Kentucky Oaks. A property manager affiliated with the managing general partner performs the property management and leasing services for these Properties and receives a fee for its services. The managing partner of each of these three Properties controls the cash flow distributions, although our approval is required for certain major decisions.

Where we serve as managing general partner of the partnerships that own our Properties, we may have certain fiduciary responsibilities to the other partners in those partnerships. In certain cases, the approval or consent of the other partners is required before we may sell, finance, expand or make other significant changes in the operations of such Properties. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans with respect to expansion, development, financing or other similar transactions with respect to such Properties.

With respect to Governor’s Square, Governor’s Plaza and Kentucky Oaks we do not have day-to-day operational control or control over certain major decisions, including leasing and the timing and amount of distributions, which could result in decisions by the managing general partner that do not fully reflect our interests. This includes decisions relating to the requirements that we must satisfy in order to maintain our status as a REIT for tax purposes. However, decisions relating to sales, expansion and disposition of all or substantially all of the assets and financings are subject to approval by the Operating Partnership.

Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders.

Certain Properties that we originally acquired from third parties had unrealized gain attributable to the difference between the fair market value of such Properties and the third parties’ adjusted tax basis in the Properties immediately prior to their contribution of such Properties to the Operating Partnership pursuant to our acquisition. For this reason, a taxable sale by us of any of such Properties, or a significant reduction in the debt encumbering such Properties, could result in adverse tax consequences to the third parties who contributed these Properties in exchange for interests in the Operating Partnership. Under the terms of these transactions, we have generally agreed that we either will not sell or refinance such an acquired Property for a number of years in any transaction that would trigger adverse tax consequences for the parties from whom we acquired such Property, or else we will reimburse such parties for all or a portion of the additional taxes they are required to pay as a result of the transaction. Accordingly, these agreements may cause us not to engage in future sale or refinancing transactions affecting such Properties which otherwise would be in the best interests of the Company and our stockholders, or may increase the costs to us of engaging in such transactions.

Our financial position, results of operations and funds available for distribution to shareholders could be adversely affected by any economic downturn affecting the operating results at our Properties in the Nashville, TN, Pittsburgh, PA, Kansas City, KS, Madison, WI and Chattanooga, TN metropolitan areas, which are our five largest markets.

Our Properties located in the Nashville, TN, Pittsburgh, PA, Kansas City (Overland Park), KS, Madison, WI and Chattanooga, TN metropolitan areas accounted for 5.5%, 4.6%, 3.8%, 3.2% and

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3.2% of our revenues for the six months ended June 30, 2007, respectively. No other market accounted for more than 3.0% of our revenues for the six months ended June 30, 2007. Our financial position and results of operations will therefore be affected by the results experienced at Properties located in these metropolitan areas.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flow and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.

An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. One of the factors that may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. Numerous other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our stock. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our stockholders.

Recent changes in the U.S. federal income tax treatment of corporate dividends may make our stock less attractive to investors, thereby lowering our stock price.

The maximum U.S. federal income tax rate for dividends received by individual taxpayers has been reduced generally from 38.6% to 15.0% (currently effective from January 1, 2003 through 2010). However, dividends payable by REITs are generally not eligible for such treatment. Although this legislation did not have a directly adverse effect on the taxation of REITs or dividends paid by REITs, the more favorable treatment for non-REIT dividends could cause individual investors to consider investments in non-REIT corporations as more attractive relative to an investment in a REIT, which could have an adverse impact on the market price of our stock.

Certain of our credit facilities, the loss of which could have a material, adverse impact on our financial condition and results of operations, are conditioned upon the Operating Partnership continuing to be managed by certain members of its current senior management and by such members of senior management continuing to own a significant direct or indirect equity interest in the Operating Partnership.

Certain of the Operating Partnership’s lines of credit are conditioned upon the Operating Partnership continuing to be managed by certain members of its current senior management and by such members of senior management continuing to own a significant direct or indirect equity interest in the Operating Partnership (including any shares of our common stock owned by such members of senior management). If the failure of one or more of these conditions resulted in the loss of these credit facilities and we were unable to obtain suitable replacement financing, such loss could have a material, adverse impact on our financial position and results of operations.

Our insurance coverage may change in the future, and may not include coverage for acts of terrorism.

The general liability and property casualty insurance policies on our Properties currently include coverage for loss resulting from acts of terrorism, whether foreign or domestic. The cost of general liability and property casualty insurance policies that include coverage for acts of terrorism has risen significantly post-September 11, 2001. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). If TRIA is not extended beyond its current expiration date of December 31, 2007, we may incur higher insurance costs and greater

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difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also experience similar difficulties.

RISKS RELATED TO FEDERAL INCOME TAX LAWS

If we fail to qualify as a REIT in any taxable year, our funds available for distribution to stockholders will be reduced.

We intend to continue to operate so as to qualify as a REIT under the Internal Revenue Code. Although we believe that we are organized and operate in such a manner, no assurance can be given that we currently qualify and in the future will continue to qualify as a REIT. Such qualification involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification or its corresponding federal income tax consequences. Any such change could have a retroactive effect.

If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designed to qualify as a REIT. However, it is possible that future economic, market, legal, tax or other considerations may cause our board of directors, with the consent of a majority of our stockholders, to revoke the REIT election.

Any issuance or transfer of our capital stock to any person in excess of the applicable limits on ownership necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to a non-affiliated charitable trust.

To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by vote, value or number of shares (other than Charles B. Lebovitz, our Chief Executive Officer, David Jacobs, the estate of Richard Jacobs and their affiliates under the Internal Revenue Code’s attribution rules). The affirmative vote of 66 ²/₃% of our outstanding voting stock is required to amend this provision.

Our board of directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would

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automatically be transferred to a trust for the exclusive benefit of a charitable beneficiary to be designated by us, with a trustee designated by us, but who would not be affiliated with us or with the prohibited owner. Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our certificate of incorporation, a continuous representation of compliance with the applicable ownership limit.

In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.

To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to the extent that we do not distribute all of our net capital gain or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at ordinary and capital gains corporate tax rates, as the case may be. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual Properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities’ contributing Properties. The relatively low tax basis of such contributed Properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

The ownership limit described above, as well as certain provisions in our amended and restated certificate of incorporation and bylaws, our stockholder rights plan, and certain provisions of Delaware law may hinder any attempt to acquire us.

There are certain provisions of Delaware law, our amended and restated certificate of incorporation, our bylaws, and other agreements to which we are a party that may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:

• The Ownership Limit – As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles B. Lebovitz, David Jacobs, the estate of Richard Jacobs and their affiliates under the Internal Revenue Code’s attribution rules). In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our board of directors.

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• Classified Board of Directors; Removal for Cause – Our certificate of incorporation provides for a board of directors divided into three classes, with one class elected each year to serve for a three-year term. As a result, at least two annual meetings of stockholders may be required for the stockholders to change a majority of our board of directors. In addition, our stockholders can only remove directors for cause and only by a vote of 75% of the outstanding voting stock. Collectively, these provisions make it more difficult to change the composition of our board of directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts.

• Advance Notice Requirements for Stockholder Proposals – Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 60 days nor more than 90 days prior to the meeting.

• Vote Required to Amend Bylaws – A vote of 66  ²/₃% of the outstanding voting stock is necessary to amend our bylaws.

• Stockholder Rights Plan – We have a stockholder rights plan, which may delay, deter or prevent a change in control unless the acquirer negotiates with our board of directors and the board of directors approves the transaction. The rights plan generally would be triggered if an entity, group or person acquires (or announces a plan to acquire) 15% or more of our common stock. If such transaction is not approved by our board of directors, the effect of the stockholder rights plan would be to allow our stockholders to purchase shares of our common stock, or the common stock or other merger consideration paid by the acquiring entity, at an effective 50% discount.

• Delaware Anti-Takeover Statute – We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of a company’s outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:

(a)before that person became an interested holder, our board of directors approved the transaction in which the interested holder became an interested stockholder or approved the business combination;

(b)upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by directors who are also officers and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

(c)following the transaction in which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.

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Under Section 203, these restrictions also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving us and a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if that extraordinary transaction is approved or not opposed by a majority of the directors who were directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such directors by a majority of directors then in office.

Certain ownership interests held by members of our senior management may tend to create conflicts of interest between such individuals and the interests of the Company and our Operating Partnership.

• Retained Property Interests – Members of our senior management own interests in certain real estate Properties that were retained by them at the time of our initial public offering. These consist primarily of outparcels at certain of our properties, which are being offered for sale through our management company. As a result, these members of our senior management have interests that could conflict with the interests of the Company, our shareholders and the Operating Partnership with respect to any transaction involving these Properties.

• Tax Consequences of the Sale or Refinancing of Certain Properties – Since certain of our Properties had unrealized gain attributable to the difference between the fair market value and adjusted tax basis in such Properties immediately prior to their contribution to the Operating Partnership, a taxable sale of any such Properties, or a significant reduction in the debt encumbering such Properties, could cause adverse tax consequences to the members of our senior management who owned interests in our predecessor entities. As a result, members of our senior management might not favor a sale of a property or a significant reduction in debt even though such a sale or reduction could be beneficial to us and the Operating Partnership. Our bylaws provide that any decision relating to the potential sale of any property that would result in a disproportionately higher taxable income for members of our senior management than for us and our stockholders, or that would result in a significant reduction in such property’s debt, must be made by a majority of the independent directors of the board of directors. The Operating Partnership is required, in the case of such a sale, to distribute to its partners, at a minimum, all of the net cash proceeds from such sale up to an amount reasonably believed necessary to enable members of our senior management to pay any income tax liability arising from such sale.

• Interests in Other Entities; Policies of the Board of Directors – Certain entities owned in whole or in part by members of our senior management, including the construction company that built or renovated most of our properties, may continue to perform services for, or transact business with, us and the Operating Partnership. Furthermore, certain property tenants are affiliated with members of our senior management. Accordingly, although our bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them, these affiliations could nevertheless create conflicts between the interests of these members of senior management and the interests of the Company, our shareholders and the Operating Partnership in relation to any transactions between us and any of these entities.

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ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table presents information with respect to repurchases of common stock made by us during the three months ended June 30, 2007:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of a Publicly Announced Plan	Maximum Number of Shares that May Yet Be Purchased Under the Plan
April 1–30, 2007	—	$	—	—	—
May 1–31, 2007	22,364	$	41.66	—	—
June 1–30, 2007	53	$	39.60	—	—
Total	22,417	$	41.66	—	—

(1) Represents shares surrendered to the Company by employees to satisfy federal and state income tax withholding requirements related to the vesting of shares of restricted stock.

(2) Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.

ITEM 3: Defaults Upon Senior Securities

None

ITEM 4: Submission of Matters to a Vote of Security Holders

We held our Annual Meeting of Shareholders on May 7, 2007. The matters that were submitted to a vote of shareholders and the related results are as follow:

1. The following directors were re-elected to three-year terms that expire in 2010:

• Stephen D. Lebovitz (57,843,843 votes for and 4,817,860 votes against or withheld), and

• Winston W. Walker (56,719,937 votes for and 5,941,766 votes against or withheld).

The following additional directors are presently serving three-year terms, which continue beyond the 2007 Annual Meeting of Shareholders:

• Charles B. Lebovitz (term expires in 2008),

• Claude M. Ballard (term expires in 2008),

• Gary L. Bryenton (term expires in 2008),

• Leo Fields (term expires in 2008),

• John N. Foy (term expires in 2009),

• Martin J. Cleary (term expires in 2009), and

• Matthew S. Dominski (term expires in 2009).

2. Deloitte & Touche was ratified as our independent public accountant for our fiscal year ending December 31, 2007 (61,983,471 votes for and 678,232 votes against or abstentions).

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ITEM 5:Other Information

None

ITEM 6: Exhibits

The Exhibit Index attached to this report is incorporated by reference into this Item 6.

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SIGNATURE

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 thereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.

/s/ John N. Foy

_____________________________________

John N. Foy

Vice Chairman of the Board, Chief Financial

Officer and Treasurer

(Authorized Officer and Principal Financial Officer)

Date: August 9, 2007

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INDEX TO EXHIBITS

Exhibit Number	Description
10.18.7	Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated May 15, 2007
12.1	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
31.1	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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EX-10

EXHIBIT 10.18.7

AMENDED AND RESTATED LOAN AGREEMENT

(This Amended and Restated Loan Agreement amends, restates, and replaces that certain Amended and Restated Loan Agreement dated as of June 6, 2006, among the undersigned Borrower, Lakeshore/Sebring Limited Partnership,

The Lakes Mall, LLC and the Bank.)

THIS AMENDED AND RESTATED LOAN AGREEMENT ("Loan Agreement") is made as of May 18, 2007, by and between CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000 ("Borrower"), and THE LAKES MALL, LLC, a Michigan limited liability company whose address is the same as the Borrower's described above ("Lakes Mall"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the statutes of the United States of America, with a principal office at 701 Market Street, Chattanooga, Tennessee 37402 (hereinafter referred to as the "Bank").

Recitals of Fact

Borrower has requested that the Bank commit to make loans and advances to it, and to Lakes Mall, for the benefit of Borrower, on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of One Hundred Million Dollars ($100,000,000.00) for the purpose of providing working capital for pre-development expenses, development costs, equity investments, repayment of existing indebtedness, certain distributions to limited partners (as allowed herein), letters of credit and construction and for general corporate purposes. The Bank has agreed to make certain portions of such loans and advances on the terms and conditions herein set forth. Manufacturers and Traders Trust Company, Compass Bank, Regions Bank, formerly AmSouth Bank of Tennessee and Branch Banking and Trust Company, all as participants in the Loan have previously agreed to make certain portions of such loan and advances on the terms and conditions previously set forth and now on the terms and conditions herein set forth.

This Loan Agreement is currently being amended to: (a) revise the Investment Concentration covenants to conform to the covenants used by Wells Fargo and (b) extend the Termination Date of the Revolving Credit Loan by an additional year to June 1, 2009.

NOW, THEREFORE, incorporating the Recitals of Fact set forth above and in consideration of the mutual agreements herein contained, the parties agree as follows:

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AGREEMENTS

SECTION 1: DEFINITIONS AND ACCOUNTING TERMS

1.1Certain Defined Terms. For the purposes of this Loan Agreement, the following terms shall have the following meanings (such meanings to be applicable equally to both the singular and plural forms of such terms) unless the context otherwise requires:

"Adjusted Asset Value" means, as of a given date, the sum of: (a)(i) EBITDA attributable to malls, power centers and all other assets for the fiscal quarter most recently ended times (ii) 4; dividedby (iii) 7.25%. In determining Adjusted Asset Value (i) EBITDA attributable to real estate properties acquired during such fiscal quarter, and EBITDA attributable to Properties development of which was completed during such fiscal quarter, shall be disregarded, (ii) EBITDA attributable to any Property which is currently under development shall be excluded, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, only the Borrower’s Ownership Share of the EBITDA attributable to such Subsidiary shall be used when determining Adjusted Asset Value, and (iv) EBITDA shall be attributed to malls and power centers based on the ratio of (x) revenues less property operating expenses (to be determined exclusive of interest expense, depreciation and general and administrative expenses) of malls and power centers to (y) total revenues less total property operating expenses (similarly determined), such revenues and expenses to be determined on a quarterly basis in a manner consistent with the Parent’s method of reporting of segment information in the notes to its financial statements for the fiscal quarter ended March 31, 2007 as filed with the Securities and Exchange Commission, and otherwise in a manner reasonably acceptable to the Bank. In addition, in the case of any operating Property acquired in the immediately preceding period of twenty four (24) consecutive months for a purchase price indicative of a capitalization rate of less than 7.00%, EBITDA attributable to such Property shall be excluded from the determination of Adjusted Asset Value, if that particular operating Property is valued in Parent’s financial statement at its purchase price.

"Adjusted Loan Amount" means the lesser of (a) 75% of the Appraised Value the real estate and improvements described in the Mortgages (excluding the Lakes Mall Mortgage), plus 67.5% of the value of the real estate and improvements described in the Lakes Mall Mortgage; or (c) the Permanent Loan Estimate of all Collateral Properties; or (c) $100,000,000.00.

"Affiliate" means as to any Person, any other Person which, directly or indirectly, owns or controls, on an aggregate basis including all beneficial ownership and ownership or control as a trustee, guardian or other fiduciary, at least ten percent (10%) of the outstanding shares of Capital Stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other governing body (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have contingency) of such Person or at least ten percent (10%) of the partnership or other ownership interest of such Person; or which controls, is controlled by or is under common control with such Person. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, a pension fund, university or other endowment funds, mutual fund investment company or similar fund having a passive investment

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intent owning such a ten percent (10%) or greater interest in a Person shall not be deemed an Affiliate of such Person unless such pension, mutual, endowment or similar fund either (i) owns fifty percent (50%) or more of the Capital Stock or other ownership interest in such Person, or (ii) has the right or power to select one or more members of such Person's board of directors or other governing body.

"Agreement Date" means the date as of which this Loan Agreement is dated.

"Applicable Law" means, in respect of any Person, all provisions of statutes, rules, regulations and orders of any governmental authority applicable to such Person, and all orders and decrees of all courts and arbitrators in proceedings or actions in which the person in question is a party.

"Bank's Proportionate Share" means the Bank's undivided participating interest in the Loan which shall be equal to Twenty Five Million and NO/100 Dollars ($25,000,000.00).

"Base Rate" means the base commercial rate of interest established from time to time by Bank. The Base Rate existing as of the date hereof is eight and twenty five hundredths percent (8.25%) per annum.

"Borrower" has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted assigns.

"Borrowing Base" is the limitation on the aggregate Revolving Credit Loan indebtedness which may be outstanding at any time during the term of this Loan Agreement. The Borrowing Base will normally be calculated each July 1, January 1, April 1 and October 1 but shall be subject to recalculation upon the occurrence of any extraordinary event, such as the addition or release of any collateral, or an extraordinary event that materially affects the value of any collateral. The Borrowing Base will be an amount not to exceed the Adjusted Loan Amount.

"Borrowing Base Certificate" means a report certified by the controller or chief financial officer or Senior Vice President of the Borrower, setting forth the calculations required to establish the Borrowing Base as of a specified date, all in form and detail reasonably satisfactory to Bank.

"Business Day" means a banking business day of the Bank and which is also a day on which dealings are carried on in the interbank eurodollar market.

"Capital Stock" shall mean, as to any Person, any and all shares, interests, warrants, participations or other equivalents (however designated) of corporate stock of such Person.

"CBL Holdings I" means CBL Holdings I, Inc., a Delaware corporation and the sole general partner of Borrower, and shall include CBL Holdings It's successors and permitted assigns.

"CBL Holdings II" means CBL Holdings II, Inc., a Delaware corporation and a limited partner of Borrower, and shall include CBL Holdings, its successors and permitted assigns.

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"CBL & Associates Management, Inc." means CBL & Associates Management, Inc., a Delaware corporation, and shall include CBL & Associates Management, Inc.’s successors and permitted assigns.

"CBL Mortgage" means the mortgages and/or deeds of trust with security agreements and assignments of rents and leases and related amendments executed by Borrower, Walnut Square Associates Limited Partnership, The Lakes Mall, LLC, CBL Morristown, Ltd. and Towne Mall and/or any other entity related to or owned by Borrower and/or Parent and/or CBL Holdings I in favor of Bank covering their interest in the properties described in Exhibit "A," attached hereto and made a part hereof.

"Closing Date" means the date of this Loan Agreement set out in the first paragraph of this Loan Agreement.

"Collateral Document" means any Guaranty, the CBL Mortgage, any security deed, mortgage, deed of trust, assignment of leases and rents, any property management contract assignments, and any other security agreement, financing statement, or other document, instrument or agreement creating, evidencing or perfecting the Bank’s Liens in any of the Collateral.

"Collateral Property" means the property described in the CBL Mortgage.

"Credit Agreement" means the Credit Agreement dated as of July 28, 1994 and as amended by amendments dated as of May 5, 1995, July 5, 1995, and subsequent amendments among the Borrower, Wells Fargo and others.

"Debt Service" means, with respect to a Person and for a given period, the sum of the following:

(a) such Person’s Interest Expense for such period; (b) regularly scheduled principal payments on Indebtedness of such Person made during such period, other than any balloon, bullet or similar principal payment payable on any Indebtedness of such Person which repays such Indebtedness in full; and (c) such Person’s Ownership Share of the amount of any payments of the type described in the immediately preceding clause (b) of Unconsolidated Affiliates of such Person.

“Default Rate” means the rate of interest described in the Note, which shall accrue at the Bank’s option after the occurrence of an Event of Default which remains uncured after any applicable grace period.

"EBITDA" means, for any period, net income (loss) of the Parent and its Subsidiaries determined on a consolidated basis for such period excluding the following amounts (but only to the extent included in determining net income (loss) for such period and without duplication):

(a) depreciation and amortization expense and other non-cash charges for such period less depreciation and amortization expense allocable to minority interest in Subsidiaries of the Borrower for such period;

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(b)interest expense for such period less interest expense allocable to minority interest in Subsidiaries of the Borrower for such period;

(c) minority interest in earnings of the Borrower for such period;

(d) extraordinary and nonrecurring net gains or losses (other than gains or losses from the sale of outparcels of Properties) for such period and expense relating to the extinquishments of Indebtedness for such period;

(e) net gains or losses on the disposal of discontinued operations for such period;

(f) expenses incurred during such period with respect to any real estate project abandoned by the Parent or any Subsidiary in such period;

(g) income tax expense in respect of such period;

(h) the Parent’s Ownership Share of depreciation and amortization expense and other non-cash charges of Unconsolidated Affiliates of the Parent for such period; and

(i) the Parent’s Ownership Share of interest expense of Unconsolidated Affiliates of the Parent for such period; and; and

(j)non-cash impairment charges as defined by Financial Accounting Standards Board (FASB) Statement 144 Accounting for the Impairment or Disposal of Long-Lived Assets.

"Effective Date," which definition is used and only applies within Section 7.12 hereof, means the date the Credit Agreement became effective in accordance with Section 4.1 thereof.

"Environmental Laws" means all applicable local, state or federal laws, rules or regulations pertaining to environmental regulation, contamination or cleanup, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976 or any state lien or superlien or environmental cleanup statutes all as amended from time to time.

"Equity Interest" means, with respect to any Person, any share of Capital Stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of Capital Stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of Capital Stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, whether or not certificated and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

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"Equity Issuance" means any issuance or sale by a Person of any Equity Interest.

"Event of Default" has the meaning assigned to that phrase in Section 8.

"Extension of Credit" means, with respect to a Person, any of the following, whether secured or unsecured: (a) loans to such Person, including without limitation, lines of credit and mortgage loans; (b) bonds, debentures, notes and similar instruments issued by such Person; (c) reimbursement obligations of such Person under or in respect of any letter of credit; and (d) any of the foregoing of other Persons, the payment of which such Person Guaranteed or is otherwise recourse to such Person.

"Funds from Operations" means, as to any period, on a consolidated basis, an amount equal to (a) income (loss) from operations of Borrower, Parent and their respective Subsidiaries for such period, plus (b) depreciation and amortization from consolidated and unconsolidated property, plus depreciation and amortization from property included in discontinued operation, plus (c) to the extent not included in clause (a) above, gain (loss) on the sales of outparcels made in the ordinary course of business, minus (d) Minority investors share of depreciation and amortization of certain property, minus (e) Minority investors share of income from certain property, minus (f) depreciation and amortization from non-real estate property, plus (g) income from operations of Unconsolidated Affiliates and discontinued operations determined in each case in accordance with GAAP. Adjustments for Unconsolidated Affiliates will be calculated to reflect funds from operations on the same basis.

"GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity, including without limitation, the Securities and Exchange Commission, as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

"Gross Asset Value" means, at a given time, the sum (without duplication) of the following:

(a) Adjusted Asset Value at such time;

(b) all cash and cash equivalents of the Parent and its Subsidiaries determined on a consolidated basis as of the end of the fiscal quarter most recently ended (excluding tenant deposits and other cash and cash equivalents the disposition of which is restricted in any way (other than restrictions in the nature of early withdrawal penalties));

(c) with respect to any Property which is under construction or the development of which was completed during the fiscal quarter most recently ended, the book value of construction in process as determined in accordance with GAAP for all such Properties at such time (including without duplication the Parent’s Ownership Share of all construction in process of Unconsolidated Affiliates of the Parent);

(d) the book value of all unimproved real property of the Parent and its Subsidiaries

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determined on a consolidated basis;

(e) the purchase price paid by the Parent or any Subsidiary (less any amounts paid to the Parent or such Subsidiary as a purchase price adjustment, held in escrow, retained as a contingency reserve, or other similar arrangements) as required to be disclosed in a consolidated balance sheet (including the notes thereto) of the Parent for:

(i)any Property (other than a property under development) acquired by the Parent or such Subsidiary during the Parent’s fiscal quarter most recently ended; and

(ii)any operating Property acquired in the immediately preceding period of twenty four (24) consecutive months for a purchase price indicative of a capitalization rate of less than 7.00%; provided, that if the Parent or a Subsidiary acquired such Property together with other Properties or other assets and paid an aggregate purchase price for such Properties and other assets, then the Parent shall allocate the portion of the aggregate purchase price attributable to such Property in a manner consistent with reasonable accounting practices; provided further in no event shall the aggregate of value of such operating Properties included in the Gross Asset Value pursuant to this clause (e)(ii) exceed $2,000,000,000.00;

(f) with respect to any purchase obligation, repurchase obligation or forward commitment evidenced by a binding contract included when determining the Total Liabilities of the Parent and its Subsidiaries, the reasonably determined value of any amount that would be payable, or property that would be transferable, to the Parent or any Subsidiary if such contract were terminated as of such date; and

(g) to the extent not included in the immediately preceding clauses (a) through (f), the value of any real property owned by a Subsidiary (that is not a Wholly Owned Subsidiary) of the Borrower or an Unconsolidated Affiliate of the Borrower (such Subsidiary or Unconsolidated Affiliate being a "JV") and which property secures Recourse Indebtedness of such JV. For purposes of this clause (g):

(x)the value of such real property shall be the lesser of (A) the Permanent Loan Estimate which would be applicable to such real property were such property a Collateral Property and (B) the amount of Recourse Indebtedness secured by such real property;

(y)in no event shall the aggregate value of such real property included in Gross Asset Value pursuant to this clause (g) exceed $500,000,000.00; and

(z) the value of any such real property shall only be included in Gross Asset

Value if the organizational documents of such JV provide that if, and to the extent, such Indebtedness is paid by the Borrower or a Subsidiary of the Borrower or by resort to such real property, then the Borrower or a Subsidiary of the Borrower shall automatically acquire, without the necessity of any further payment or action, all Equity Interests in such JV not owned by the Borrower or any Subsidiary.

"Guaranty", "Guaranteed" or to "Guarantee" as applied to any obligation means and includes (a) a guaranty (other than by endorsement of negotiable instruments for collection in the

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ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation.

"Hazardous Substances" shall mean and include all hazardous and toxic substances, wastes or materials, any pollutants or contaminants (including, without limitation, asbestos and raw materials which include hazardous constituents), or any other similar substances or materials which are included under or regulated by any applicable Environmental Laws.

"Indebtedness" means, with respect to a Person, at the time of computation thereof, all of the following (without duplication):

(a) all obligations of such Person in respect of money borrowed;

(b) all obligations of such Person (other than trade debt incurred in the ordinary course of business), whether or not for money borrowed:

(i)represented by notes payable, or drafts accepted, in each case representing extensions of credit,

(ii) evidenced by bonds, debentures, notes or similar instruments, or

(iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property;

(c) capitalized lease obligations of such Person;

(d) all reimbursement obligations of such Person under or in respect of any letters of credit or acceptances (whether or not the same have been presented for payment); and

(e) all Indebtedness of other Persons which (i) such Person has guaranteed or is otherwise recourse to such Person or (ii) is secured by a Lien on any property of such Person.

"Interest Expense" means, with respect to a Person and for any period,

(a) the total interest expense (including, without limitation, interest expense attributable to capitalized lease obligations) of such Person and in any event shall include all letter of credit fees amortized as interest expense and all interest expense with respect to any Indebtedness in respect of which such Person is wholly or partially liable whether pursuant to any repayment, interest carry, performance Guarantee or otherwise, plus

(b) to the extent not already included in the foregoing clause (a) such Person’s Ownership Share of all paid or accrued interest expense for such period of Unconsolidated Affiliates of such Person.

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Interest Expense allocable to minority interest in Subsidiaries of the Borrower shall be excluded from Interest Expense of the Parent and its Subsidiaries when determined on a consolidated basis.

"Investment" means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, whether by means of (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any commitment or option to make an Investment in any other Person shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

"Lakes Mall Note" means the revolving credit promissory note from Lakes Mall in the original principal sum of $38,100,000.00 payable to U.S. Bank National Association later assigned on March 18, 2002 to Mortgage Holdings, LLC and later assigned to the Bank, as amended from time to time.

"Lakes Mall Mortgage" means the Michigan Mortgage from Lakes Mall in favor of U.S. Bank National Association later assigned on March 18, 2002 to Mortgage Holdings, LLC and later assigned to the Bank, as amended from time to time.

"Letter of Credit Documents" means, with respect to any letter of credit issued in connection with the Loan, collectively, any application therefor, any certificate or other document presented in connection with a drawing under such letter of credit and any other agreement, instrument or other document governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such letter of credit or (b) any collateral security for any of such obligations.

"LIBOR Rate" means the London Interbank Offered Rates as established from time to time and published in The Wall Street Journal, Money Rates Section which, unless otherwise specified herein or in the Note, is a one (1) month LIBOR Rate.

"Lien" as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge, lien, charge or lease constituting a capitalized lease obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; (c) the filing of any financing statement under the UCC or its equivalent in any

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jurisdiction; and (d) any agreement by such Person to grant, give or otherwise convey any of the foregoing.

"Loan" means the Revolving Credit Loan from the Bank to the Borrower.

"Loan Agreement" means this Loan Agreement among the Borrower, Lakes Mall and the Bank, and any modifications, amendments, or replacements thereof, in whole or in part.

"Loan Document" means this Loan Agreement, each Note, each Collateral Document,each Letter of Credit Document and each other document or instrument now or hereafter executed and delivered by a Loan Party or the Parent in connection with, pursuant to or relating to this Loan Agreement.

"Loan Party" means Borrower, Parent, and each other Person who guarantees all or a portion of the Loan and/or who pledges any Collateral to secure all or a portion of the Loan.

"Maximum Rate" means the maximum variable contract rate of interest which the Bank may lawfully charge under applicable statutes and laws from time to time in effect.

"Mortgages" or "Mortgage" means a mortgage, deed of trust, deed to secure debt or similar security instrument made or to be made by a Person owning real estate or an interest in real estate granting a Lien on such real estate or interest in real estate as security for the payment of indebtedness.

"Net Operating Income" means, for any Collateral Property and for the period of twelve (12) consecutive calendar months most recently ending, the sum of the following (without duplication):

(a) rents and all other revenues received in the ordinary course from such Property (including proceeds of rent loss insurance but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent); minus

(b) all expenses paid related to the ownership, operation or maintenance of such Property, including without limitation, taxes and assessments, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses and marketing expenses; minus

(c) an amount equal to (i) the aggregate square footage of all owned space of such Property times (ii) $0.20; minus

(d) an imputed management fee in the amount of three percent (3.0%) of the aggregate base rents and percentage rents received for such Property for such period.

"Net Proceeds" means with respect to an Equity Issuance by a Person, the aggregate amount of all cash received by such Person in respect of such Equity Issuance net of investment banking fees, legal fees, accountants fees, underwriting discounts and commissions and other customary fees and expenses actually incurred by such Person in connection with such Equity Issuance.

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“Newly Acquired Property” means Property acquired by Borrower, Parent and/or their respective Subsidiaries during any fiscal quarter for which compliance with financial covenants is being tested.

"Nonrecourse Indebtedness" means, with respect to a Person, an Extension of Credit or other Indebtedness in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to recourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Extension of Credit or other Indebtedness.

"Note" or "Notes" means (i) the revolving credit note executed by the Borrower to the Bank in the original principal sum of Sixty One Million Nine Hundred Thousand and No/100 Dollars ($61,900,000.00) (the "$61,900,000.00 Note"), and (ii) the Lakes Mall Note, as such note or notes may be modified, renewed or extended from time to time; and any other note or notes executed at any time to evidence the indebtedness under this Loan Agreement, in whole or in part, and any renewals, modifications and extensions thereof, in whole or in part.

"Off-Balance Sheet Liabilities" means liabilities and obligations of the Parent, the Borrower, any Subsidiary or any other Person in respect of "off-balance sheet arrangements" (as defined in the SEC Off-Balance Sheet Rules) which the Parent would be required to disclose in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of the Parent’s report on Form 10-Q or Form 10-K (or their equivalents) which the Parent would be required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor). As used in this definition, the term "SEC Off-Balance Sheet Rules" means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182,68 Fed. Reg. 5982 (Feb. 5, 2003) (to be codified at 17 CFR pts. 228, 229 and 249).

"Ownership Share" means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) subject to compliance with Section 9.4 of the Credit Agreement, such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.

"Parent" means CBL & Associates Properties, Inc., a Delaware corporation and a qualified public REIT and formerly until March 31, 1997, the sole general partner of Borrower and shall include the Parent’s successors and permitted assigns.

"Participant" means each of the following to the extent each of the following owns an interest in the Loan pursuant to the Participation Agreement: Compass Bank, Regions Bank, Branch Banking and Trust Company and Manufacturers and Traders Trust Company, their respective successors and assigns, and any other participants in the Loan.

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"Participant's Proportionate Share (BB&T)" means Branch Banking and Trust Company's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which, as of the date of this Loan Agreement, shall be equal to Fifteen Million Dollars ($15,000,000.00) divided by One Hundred Million Dollars ($100,000,000.00).

"Participant's Proportionate Share (Compass)" means Compass Bank's, (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which, as of the date of this Loan Agreement, shall be equal to Fifteen Million and NO/100 Dollars ($15,000,000.00) divided by One Hundred Million Dollars ($100,000,000.00).

"Participant's Proportionate Share (M&T)" means Manufacturers and Traders Trust Company (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which, as of the date of this Loan Agreement, shall be equal to Twenty Million and NO/100 Dollars ($20,000,000.00) divided by One Hundred Million Dollars ($100,000,000.00).

"Participant's Proportionate Share (Regions)" means Regions Bank's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which, as of the date of this Loan Agreement, shall be equal to Twenty Five Million and NO/100 Dollars ($25,000,000.00) divided by One Hundred Million Dollars ($100,000,000.00).

"Participants' Proportionate Share" means Participant's Proportionate Share (M&T), Participant's Proportionate Share (Compass), Participant's Proportionate Share (Regions) and Participant's Proportionate Share (BB&T), as such proportionate shares may change from time to time pursuant to the Participation Agreement.

"Participation Agreement" means that certain Participation Agreement entered into on or about June 6, 2006, among Bank, M&T, Compass Bank, AmSouth Bank of Tennessee (now Regions Bank) and Branch Banking and Trust Company and/or any other participants in the Loan, as amended from time to time.

"Permanent Loan Estimate" means, as of any date of determination and with respect to any Collateral Property, an amount equal to (a) the Net Operating Income of such Collateral Property dividedby (b) the product of (i) 1.25 and (ii) the mortgage constant for a 25-year loan bearing interest at a per annum rate equal to the average rate published in the United States Federal Reserve Statistical Release (1-1.15) for 10-year Treasury Constant Maturities during the previous four fiscal quarters plus 1.5%.

"Permitted Encumbrances" shall mean and include:

(a)liens for taxes, assessments or similar governmental charges not in default or being contested in good faith by appropriate proceedings;

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(a)workmen's, vendors', mechanics' and materialmen's liens and other liens imposed by law incurred in the ordinary course of business, and easements and encumbrances which are not substantial in character or amount and do not materially detract from the value or interfere with the intended use of the properties subject thereto and affected thereby;

(b)liens in respect of pledges or deposits under social security laws, worker's compensation laws, unemployment insurance or similar legislation and in respect of pledges or deposits to secure bids, tenders, contracts (other than contracts for the payment of money), leases or statutory obligations;

(c)any liens and security interests specifically listed and described in Exhibit "B" hereto attached or in any exhibit describing permitted exceptions and attached to any CBL Mortgage;

(d)such other liens and encumbrances to which Bank shall consent in writing; and

(e)leases, licenses, rental agreements or other agreements for use and occupancy of the subject property.

"Person" means an individual, corporation, partnership, limited liability company, association, trust or unincorporated organization, or a government or any agency or political subdivision thereof

"Project" or "Projects," which definition is used and only applies within Section 7.12 hereof, means the real estate projects owned by Borrower, a Wholly Owned Subsidiary or, to the extent approved by the Bank, any other Person. "Project" shall also mean any one of the Projects.

"Property" or "Properties" means a parcel (or group of related parcels) of real property developed (or to be developed) for use as regional mall or retail strip shopping center and any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible..

"Recourse Indebtedness" means any Indebtedness other than Nonrecourse Indebtedness.

"Related Entities" or "Related Entity" means any entity which executed a promissory note, guaranty or mortgage, deed of trust, deed to secure debt or any other collateral or security documents in connection with or as a part of the Loan.

"Revolving Credit Advances" means advances of principal on the Revolving Credit Loan by the Bank under the terms of this Loan Agreement to the Borrower during the term of the Revolving Credit Loan pursuant to Section 3.1.

"Revolving Credit Loan" means the aggregate of the Borrower's and Lakes Mall's indebtedness to the Bank pursuant to Section 2 of this Loan Agreement.

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“Senior Officer” means the Chairman, Vice Chairman, President, an Executive Vice President, Senior Vice President-Finance, Senior Vice President–Accounting, Controller or Chief Financial Officer of the Borrower or the Parent.

"Subsidiary" or "Subsidiaries" means, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

"Tangible Net Worth" means, as of a given date, the stockholders’ equity of the Parent and its Subsidiaries determined on a consolidated basis plus (x) increases in accumulated depreciation accrued after September 30, 2004 and (y) minority interests in the Borrower minus (to the extent reflected in determining stockholders’ equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets contained in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) all amounts appearing on the assets side of any such balance sheet for assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis.

"Termination Date of Revolving Credit Loan" shall mean the earlier of (a) June 1, 2009, or in the event that the Bank and Borrower shall hereafter mutually agree in writing that the Revolving Credit Loan and the Bank's commitment hereunder shall be extended to another date, such other date mutually agreed upon between Bank and Borrower to which the Bank's commitment shall have been extended, or (b) the date as of which Borrower shall have terminated the Bank's commitment under the provisions of Section 2.5 hereof.

"Total Liabilities" means, as to any Person as of a given date, all liabilities which would, in conformity with GAAP, be properly classified as a liability on a consolidated balance sheet of such Person as of such date, and in any event shall include (without duplication and whether or not a liability under GAAP) all of the following:

(a) all letter of credits of such Person;

(b) all purchase and repurchase obligations and forward commitments evidenced by binding contracts, including forward equity commitments and contracts to purchase real property, reasonably determined to be owing under any such contract assuming such contract were terminated as of such date;

(c) all quantifiable contingent obligations of such Person including, without limitation, all Guarantees of Indebtedness by such Person and exposure under swap agreements;

(d) all Off-Balance Sheet Liabilities of such Person and the Ownership Share of the Off-Balance Sheet Liabilities of Unconsolidated Affiliates of such Person;

(e) all Indebtedness of Subsidiaries of such Person, provided that Indebtedness of a

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Subsidiary that is not a Wholly Owned Subsidiary shall be included in Total Liabilities only to the extent of the Borrower’s Ownership Share of such Subsidiary (unless the Borrower or a Wholly Owned Subsidiary of the Borrower is otherwise obligated in respect of such Indebtedness); and

(f) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person.

For purposes of this definition:

(1) Total Liabilities shall not include Indebtedness with respect to letters of credit if, and to the extent, such letters of credit are issued

(i)to secure obligations to municipalities to perform work in connection with construction of projects, such exclusion under this clause (i) to be to the extent there are reserves for such obligations under the construction loan for the applicable project;

(ii) in support of permanent loan commitments, in lieu of a deposit;

(iii) as a credit enhancement for Indebtedness incurred by an Subsidiary of Borrower, but only to the extent such Indebtedness is already included in Total Liabilities; or

(iv) as a credit enhancement for Indebtedness incurred by a Person which is not an Affiliate of Borrower, such exclusion under this clause (iv) to be to the extent of the value of any collateral provided by such Person to secure such letter of credit.

(2) obligations under short-term repurchase agreements entered into as part of a cash management program shall not be included as Total Liabilities;

(3) all items included in line item "Accounts Payable and Accrued Liabilities" under the category of "Liabilities and Shareholder's Equity" in the Consolidated Balance Sheets included in the Parent's Form 10-Q or Form 10-K (or their equivalent) filed with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) shall not be included as Total Liabilities.

"Towne Mall Mortgage" means the Ohio Mortgage from Towne Mall in favor of the Bank, as amended from time to time.

"UCC" means the Uniform Commercial Code as in effect in any applicable jurisdiction.

"Unconsolidated Affiliate" means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

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"Wells Fargo" means Wells Fargo Realty Advisors Funding, Incorporated, a Colorado corporation.

"Wholly Owned Subsidiary" means any Subsidiary of a Person in respect of which all of the equity securities or other ownership interests (other than, in the case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

1.2Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements required to be delivered from time to time pursuant to Section 6.5 hereof.

SECTION 2: COMMITMENT; FUNDING AND TERMS OF REVOLVING CREDIT LOAN

2.1The Commitment. Subject to the terms and conditions herein set out, Bank agrees and commits to make loan advances to and issue letters of credit for the account of the Borrower and Lakes Mall from time to time, from the Closing Date until the Termination Date of Revolving Credit Loan, in an aggregate principal amount of the loan advances and the face amount of any letters of credit not to exceed, at any one time outstanding, the lesser of (a) One Hundred Million Dollars ($100,000,000.00); or (b) the Borrower's Borrowing Base, as defined in Section 1.

2.2Funding the Loan. Each loan advance hereunder shall be made upon the written request of the Borrower to the Bank, specifying the date and amount and intended use thereof. All advances hereunder, whether under any of the Notes, shall be made by depositing the same to the checking account of Borrower at the Bank or other methods acceptable to Borrower and Bank. LAKES MALL ACKNOWLEDGES AND AGREES THAT NO ADVANCES SHALL BE MADE DIRECTLY TO LAKES MALL EXCEPT UPON THE EXPRESS WRITTEN CONSENT OF THE BORROWER RECEIVED BY THE BANK PRIOR TO THE ADVANCE BEING MADE.

2.3The Note and Interest. The Revolving Credit Loan shall be evidenced by one (1) promissory note of the Borrower and one (1) promissory note of Lakes Mall, each payable to the order of the Bank in the aggregate principal amount of One Hundred Million Dollars ($100,000,000.00), in form substantially the same as the copy of the Notes, attached hereto as Exhibit "C." The entire principal amount of the Loan shall be due and payable on the Termination Date of Revolving Credit Loan. The unpaid principal balances of the Revolving Credit Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances (calculated on the basis of a year of 365 or 366 days as is appropriate) at a rate per annum as specified in the Note. Said interest shall be payable monthly on the first day of each month after the Closing Date, commencing June 1, 2007. The Bank shall mail to the Borrower a billing notice at least ten (10) days prior thereto setting forth the payment amount next due, but any failure to send such notice shall not relieve the Borrower or Lakes Mall of the obligation to pay

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accrued interest. The final installment of interest, together with the entire outstanding principal balance of the Revolving Credit Loan, shall be due and payable on the Termination Date of Revolving Credit Loan. The first selection of the one (1) month, three (3) months, six (6) months or, if funds are available in the interbank eurodollar market, twelve (12) months LIBOR Rate shall be made by the Borrower and Lakes Mall (but the rate selected by Lakes Mall must always be the same as the rate selected by the Borrower) on or prior to the date of the Note and each selection thereafter shall be made at least twenty four (24) hours prior to the end of the then applicable interest rate period. Neither the Borrower nor Lakes Mall may ever select a rate period which exceeds the Termination Date of the Revolving Credit Loan. In the event funding at the LIBOR Rate is not available as a matter of law, funding to the extent allowed hereunder shall be at the Base Rate minus one and one half percent (1 ½%).

2.4Commitment Fee/Servicing Fee. On the Closing Date, the Borrower and Lakes Mall shall pay to the Bank (in addition to the commitment fees it has previously paid) an additional commitment/extension fee of Two Hundred Thousand and No/100 Dollars ($200,000.00). In addition to the commitment/extension fee, on each June 1 hereafter, the Borrower shall pay to the Bank a servicing fee in the amount of Thirty Six Thousand and NO/100 Dollars ($36,000.00) for the Bank's services in connection with administering the Loan participation with the Participants. The servicing fee shall belong solely to the Bank and the Participants shall have no interest therein. Borrower and Lakes Mall agree that the commitment fees and servicing fee are fair and reasonable considering the condition of the money market, the creditworthiness of Borrower, the interest rate to be paid, and the nature of the security for the Loan.

2.5Borrowings under, Prepayments or Termination of the Revolving Credit Loan. The Borrower may, at its option, from time to time, subject to the terms and conditions of this Loan Agreement, without penalty, borrow, repay and reborrow amounts under the Notes, and principal payments received shall be applied by the Bank to the Notes all in such order and amounts as the Bank deems appropriate in its sole discretion. Neither the Borrower nor Lakes Mall shall be permitted to borrow, repay and reborrow up to the principal amounts of the Lakes Mall Note unless documentary stamps tax and intangibles tax, required by law to be paid, has been paid on the amounts readvanced and unless the Bank has a first in priority mortgage on the Michigan property owned by Lakes Mall securing the Lakes Mall Note.

By notice to the Bank in writing, Borrower shall be entitled to terminate the Bank's commitment to make further advances on the Revolving Credit Loan; and provided that the Revolving Credit Loan and all interest and all other obligations of Borrower to Bank arising hereunder shall have been paid in full, Bank shall thereupon at Borrower's request release its security interest in all of Borrower's Property securing the Revolving Credit Loan.

2.6Substitution of Collateral. Upon the Bank's prior written approval, the Borrower may substitute collateral originally provided for the Revolving Credit Loan for collateral of equal value but such substituted collateral must be acceptable to the Bank and the acceptance thereof is solely within the discretion of the Bank.

2.7 Intentionally Deleted.

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2.8Secondary Financing by Parent Parent was formerly the general partner of the Borrower. It is also a real estate investment trust. In the event Parent does any additional offering of its securities, if required by the Bank, it will apply no less than 75% net of expenses of the monies received from such offering for the benefit of the Borrower and will not use that percentage of funds so received to capitalize or otherwise fund any other new partnerships or entities that are not affiliates of the Borrower or Lakes Mall.

2.9Issuance of Letters of Credit. To the extent that letters of credit are requested by the Borrower to be issued in connection with the Loan, the Borrower agrees to execute and deliver to the Bank any documents reasonably requested by the Bank related to the issuance of the letters of credit, including but not limited to the Bank’s standard form of reimbursement agreement. The letters of credit shall not have an expiry date beyond the maturity date of the Notes. Subject to compliance with the other terms and provisions of this Loan Agreement, up to Twenty Million Dollars ($20,000,000.00) of the Loan may be used for issuance of letters of credit for any purpose acceptable to the Bank. While the face amount of the letters of credit shall be counted against availability under the Loan as described in Section 2.1, such amounts shall only be deemed actual Loan advances when the letter of credit is drawn upon.

SECTION 3: REQUIRED PAYMENTS, PLACE OF PAYMENT, ETC.

3.1Required Repayments. In the event that the outstanding aggregate principal balance of the Revolving Credit Loan including outstanding letters of credit, shall at any time exceed the Borrowing Base, upon discovery of the existence of such excess borrowings, the Borrower shall, within one hundred twenty (120) days from the date of such discovery, make a principal payment which will reduce the outstanding principal balance of the Revolving Credit Loan to an amount which does not exceed the Borrowing Base and/or at Borrower's option provide the Bank with additional collateral for the Revolving Credit Loan of a value and type reasonably satisfactory to the Bank which additional collateral shall be at a minimum sufficient to secure the then outstanding balance of the Loan (after credit for any principal reduction payment received from Borrower, if any), and if Borrower intends to request additional advances under the Loan, the additional collateral shall include collateral, deemed sufficient in the Bank's discretion, to secure the One Hundred Million Dollars ($100,000,000.00) credit line limitation, thereafter permitting Borrower to obtain additional advances in the manner and to the extent provided under the terms of this Loan Agreement.

In addition and during such one hundred twenty (120) day period or until the principal payment or satisfactory collateral is received, whichever is less, the Borrower will not make any additional requests for advances under the Revolving Credit Loan. Once calculated, the Borrowing Base shall remain effective until the next Borrowing Base calculation date as provided in Section 1 of this Loan Agreement.

3.2Place of Payments. All payments of principal and interest on the Revolving Credit Loan and all payments of fees required hereunder shall be made to the Bank, at its address listed in Section 9.2 of this Loan Agreement in immediately available funds.

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3.3Payment on Non-Business Days. Whenever any payment of principal, interest or fees to be made on the indebtednesses evidenced by the Note shall fall due on a Saturday, Sunday or public holiday under the laws of the State of Tennessee, such payment shall be made on the next succeeding Business Day.

SECTION 4: CONDITIONS OF LENDING

4.1Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance after the date of this Loan Agreement is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank:

(a) This Loan Agreement.

(b) The Notes.

(c)The CBL Mortgage, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may require.

(d) Current financial statements of the Borrower in form satisfactory to the Bank.

(e)Copies of the limited partnership agreements, certificates of limited partnership, charters, bylaws, articles of organization and operating agreements for all Loan Parties and Related Entities (which the Bank acknowledges it has previously received), and all amendments thereto, and current certificates of existence and certificates of authority for all Loan Parties and Related Entities.

(f)Copies of corporate resolutions of Borrower's general partner, and all Loan Parties and Related Entities.

(g)The opinion of counsel for all Loan Parties and Related Entities, that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability company authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require.

(h)A certificate from an insurance company, satisfactory to Bank, setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received.

(i) Environmental audits of the properties described in the CBL Mortgage.

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(j)Surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which surveys shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate.

(k)Copies of the appraisals of the real estate described in Exhibit "A" attached hereto.

(l)The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakes Mall Note and of Parent guarantying the Loan (the "Guaranty Agreements").

(m)All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".

4.2Conditions Precedent to All Revolving Credit Loan Advances. The obligation of the Bank to make Revolving Credit Advances pursuant hereto (including the initial advance at the Closing Date) shall be subject to the following additional conditions precedent:

(a)The Borrower shall have furnished to the Bank, a written request stating the amount of Revolving Credit Advance requested together with the intended use of the advance.

(b)The Borrower and all Related Entities shall not be in default of any of the terms and provisions hereof or of any instrument or document now or at any time hereafter evidencing or securing all or any part of the Revolving Credit Loan indebtednesses.

(c)Each of the Warranties and Representations of the Borrower and Lakes Mall, as set out in Section 5 hereof shall remain true and correct in all material respects as of the date of such Loan advance.

(d) Each Guaranty Agreement shall be and remain in full force and effect.

(e)Within forty-five (45) days after each July 1, January 1, April 1 and October 1, Borrower shall furnish to the Bank a Non-Default Certificate executed by a duly authorized officer of Borrower, in the form of Exhibit "E" attached hereto.

(f)If required by the Bank, the Borrower shall have furnished to the Bank an updated and current title report with respect to the property or properties covered by any CBL Mortgage held by the Bank. If any lien shall have been placed on the property subsequent to the date of this Loan Agreement or the applicable CBL Mortgage, other than liens in favor of the Bank, no additional advances shall be made.

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SECTION 5: REPRESENTATIONS AND WARRANTIES

Borrower and Lakes Mall represent and warrant that:

5.1Partnership/Limited Liability Company Status. The Borrower is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; it has the power and authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. Lakes Mall is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan; it has the authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. CBL Morristown, Ltd. is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Tennessee; it has the authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. Lakes Mall is a ninety percent (90%) owned subsidiary of the Borrower. Walnut Square Associate Limited Partnership is a wholly owned subsidiary of the Borrower. Towne Mall is a wholly owned subsidiary of the Borrower. CBL Morristown, Ltd. is a wholly owned subsidiary of the Borrower.

5.2Power and Authority. The execution, delivery and performance of the Loan Agreement, the Notes, the CBL Mortgage and the other loan and collateral documents executed pursuant hereto by the Borrower and all Related Entities have been duly authorized by all requisite action and, to the best of Borrower's and Lakes Mall's knowledge, will not violate any provision of law, any order of any court or other agency of government, the limited partnership agreements, charter, bylaws or limited liability company agreements of the Borrower, Lakes Mall, or any Related Entity, any provision of any indenture, agreement or other instrument to which Borrower, Lakes Mall, or any Related Entity is a party, or by which Borrower's, Lakes Mall's and all Related Entities' respective properties or assets are bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Borrower, Lakes Mall, or any Related Entities, except for liens and other encumbrances provided for and securing the indebtedness covered by this Loan Agreement.

5.3 Financial Condition.

(a)(i) Parent and Borrower's consolidated balance sheets (which includes Lakes Mall) for the fiscal year ended as of December 31, 2006, and the related consolidated statements of operations and Consolidated statements of cash flows for the year then ended filed with the SEC in the Forms 10-Q and 10-K, and (ii) the unaudited interim consolidated balance sheet of Borrower and Lakes Mall for March 31, 2007, and the related consolidated statements of operations and consolidated statements of cash flows for the period then ended, a copy of each of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Parent, Borrower and Lakes Mall as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related

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transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(b)Since March 31, 2007, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Borrower and/or Lakes Mall.

(c)(i) The audited balance sheet of Parent for the fiscal year ended on December 31, 2006, the unaudited balance sheet of Parent for the period ended March 31, 2007, and the related statements of operations and of cash flows for the year ended 2006 and the period ended March 31, 2007, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Parent as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(d)Since March 31, 2007, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Parent.

(e)The warranties and representations made in this Section 5.3 are and were made as of the date of this Loan Agreement and any violation thereof shall be determined as of that date.

5.4Title to Assets. Borrower and all Related Entities have good and marketable title to all its properties and assets reflected on the most recent balance sheet furnished to Bank subject to the Permitted Encumbrances with respect to the properties described in the CBL Mortgages and subject to all encumbrances, whether of record or not, with respect to all other properties.

5.5Litigation. There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of the Borrower and Lakes Mall threatened against or affecting Borrower or any Related Entity, or any properties or rights of Borrower or any Related Entities, which, if adversely determined, would materially adversely affect the financial or any other condition of Borrower or any Related Entity except as set forth in Exhibit "F" attached hereto.

5.6Taxes. Borrower and Lakes Mall have filed or caused to be filed all federal, state or local tax returns which are required to be filed, and has paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, except as otherwise permitted by the provisions hereof.

5.7Contracts or Restrictions. In Borrower's and Lakes Mall's opinions, Borrower, Lakes Mall and the Related Entities are not a party to any agreement or instrument or subject to any partnership agreement or limited liability company or corporate restrictions adversely affecting its business, properties or assets, operations or condition (financial or otherwise) other

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than this Loan Agreement, other bank loan or property partnership agreements that contain certain restrictive covenants or other agreements entered into in the ordinary course of business.

5.8No Default. No Event of Default (as defined herein) has occurred and not been waived under any agreement or instrument to which it is a party beyond the expiration of any applicable notice and cure period, which default if not cured would materially and substantially affect the financial condition, property or operations of the Borrower or any Related Entity. For the purposes of this Paragraph 5.8, monetary defaults specifically excepted under the provisions of Paragraph 8.2 (which excludes non-recourse debt) below shall not be deemed material defaults.

5.9Patents and Trademarks. Borrower and all Related Entities possess all necessary patents, trademarks, trade names, copyrights, and licenses necessary to the conduct of its businesses.

5.10ERISA. To the best of Borrower's and Lakes Mall's knowledge and belief, Borrower, Lakes Mall and all Related Entities are in compliance with all applicable provisions of the Employees Retirement Income Security Act of 1974 ("ERISA") and all other laws, state or federal, applicable to any employees' retirement plan maintained or established by it.

5.11Hazardous Substances. To the best knowledge of Borrower and Lakes Mall, no Hazardous Substances are unlawfully located on or have been unlawfully stored, processed or disposed of on or unlawfully released or discharged (including ground water contamination) from any property owned by Borrower, Lakes Mall and/or any Related Entity which is encumbered by the CBL Mortgage and no above or underground storage tanks exist unlawfully on such property. No private or governmental lien or judicial or administrative notice or action related to Hazardous Substances or other environmental matters has been filed against any property which, if adversely determined, would materially adversely affect the business, operations or the financial condition of Borrower, Lakes Mall and/or any Related Entity except as set forth in Exhibit "F" attached hereto.

5.12Ownership of Borrower. As of the date hereof, CBL Holdings I owns an approximate 1.615% general partner interest in the Borrower and CBL Holdings II owns a 54.81% limited partner interest in the Borrower. As of the date hereof, Parent does not own a direct interest in Borrower; however, it owns 100% of the stock of CBL Holdings I and CBL Holdings II. As of the date hereof, CBL & Associates, Inc., its officers and key employees own an approximate 15.05% limited partner interest in the Borrower. As of the date hereof, CBL & Associates Management, Inc. owns no interest in the Borrower. As of the date hereof, Richard E. Jacobs Group, Inc. owns an approximate 19.75% limited partner interest in the Borrower and other investors own an approximate 8.78% limited partner interest in the Borrower. The Borrower has no other general partners. As of the date hereof the Borrower and its Affiliates own 100% of the partnership interests in Walnut Square Associates Limited Partnership, Towne Mall and CBL Morristown, Ltd. and 90% of the limited liability company interests of Lakes Mall.

5.13 Intentionally Deleted.

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5.14Outstanding Balance on Lakes Mall Note. As of the date hereof, the outstanding unpaid principal balance of the Lakes Mall Note is $26,600,000.00and the undisbursed amount of the Lakes Mall Note is $11,500,000.00 and no defenses or offsets exist against the holder of the Lakes Mall Note or otherwise.

5.15Outstanding Balance on $61,900,000 Note. As of the date hereof, the outstanding unpaid principal balance of the notes replaced by the $61,900,000.00 Note is $38,702,600.00 and the undisbursed amount of the $61,900,000.00 Note is $23,197,400.00and no defenses or offsets exist against the holder of the $61,900,000.00 Note or otherwise.

5.16 Intentionally Deleted.

5.17Anti-Terrorism. Neither Parent, Borrower nor any of their Subsidiaries nor any Related Entity is or has been designated, or is owned or controlled by, a “suspected terrorist” as defined in Executive Order 13224, which prohibits transactions with terrorists and terrorist organizations.

SECTION 6: AFFIRMATIVE COVENANTS OF BORROWER AND LAKES MALL

Borrower and Lakes Mall covenant and agree that from the date hereof and until payment in full of the principal of and interest on indebtednesses evidenced by the Notes, unless the Bank shall otherwise consent in writing, such consent to be at the discretion of the Bank, Borrower and Lakes Mall will and will cause all Related Entities to:

6.1Business and Existence. Perform all things necessary to preserve and keep in full force and effect its existence, rights and franchises, comply with all laws applicable to it and continue to conduct and operate its business in a sound and prudent manner.

6.2Maintain Property. Maintain, preserve, and protect all leases, franchises, and trade names and preserve all of its properties used or useful in the conduct of its business in a sound and prudent manner, keep the same in good repair, working order and condition, ordinary wear and tear excepted, and from time to time make, or cause to be made, all needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly conducted at all times.

6.3 Insurance.

(a)With respect to all of the Property which serves as collateral for the Loan, at all times maintain in some company or companies (having a Best's rating of A-:XI or better) approved by Bank:

(i)Comprehensive public liability insurance covering claims for bodily injury, death, and property damage, with minimum limits satisfactory to the Bank, but in any event not less than those amounts customarily maintained by companies in the same or substantially similar business;

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(ii)Business interruption insurance and/or loss of rents insurance in a minimum amount specified by Bank, with loss payable clause in favor of Bank;

(iii)Hazard insurance insuring all the Property which serves as collateral for the Loan against loss by fire (with extended coverage) and against such other hazards and perils (including but not limited to loss by windstorm, hail, explosion, riot, aircraft, smoke, vandalism, malicious mischief and vehicle damage) as Bank, in its sole discretion, shall from time to time require, all such insurance to be issued in such form, with such deductible provision, and for such amount as shall be satisfactory to Bank, with loss payable clause in favor of Bank. The Bank is hereby authorized and empowered, at its option, to adjust or compromise any loss under any such insurance policies and to collect and receive the proceeds from any such policy or policies as provided in the CBL Mortgage; and

(iv)Such other insurance as the Bank may, from time to time, reasonably require by notice in writing to the Borrower and/or Lakes Mall.

(b)All required insurance policies shall provide for not less than thirty (30) days' prior written notice to the Bank of any cancellation, termination, or material amendment thereto; and in all such liability insurance policies, Bank shall be named as an additional insured. Each such policy shall, in addition, provide that there shall be no recourse against the Bank for payment of premiums or other amounts with respect thereto. Hazard insurance policies shall contain the agreement of the insurer that any loss thereunder shall be payable to the Bank notwithstanding any action, inaction or breach of representation or warranty by the Borrower or any Related Entity. The Borrower and Lakes Mall will deliver to Bank original or duplicate policies of such insurance, or satisfactory certificates of insurance, and, as often as Bank may reasonably request, a report of a reputable insurance broker with respect to such insurance. Any insurance proceeds received by Bank shall be applied upon the indebtednesses, liabilities, and obligations of the Borrower or Lakes Mall to the Bank (whether matured or unmatured) or, at Bank's option, released to the Borrower or Lakes Mall, as the case might be.

6.4Obligations, Taxes and Liens. Pay all of its indebtednesses and obligations in accordance with normal terms and practices of its business and pay and discharge or cause to be paid and discharged all taxes, assessments, and governmental charges or levies imposed upon it or upon any of its income and profits, or upon any of its properties, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials, and supplies which otherwise, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that the Borrower and Related Entities shall not be required to pay and discharge or to cause to be paid and discharged any such indebtedness, obligation, tax, assessment, trade payable, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings satisfactory to Bank, and Bank shall be furnished, if Bank shall so request, bond or other security protecting it against loss in the event that such contest should be adversely determined. In addition, Borrower and Lakes Mall shall immediately pay, upon the request of the Bank, all mortgage and/or intangible taxes and/or penalties payable to government officials with respect to any CBL Mortgage and/or the Notes or, if Bank has elected to pay same, Borrower and Lakes Mall shall immediately

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reimburse Bank therefor upon the request of the Bank; provided, however Borrower and Lakes Mall shall not be required to pay so long as Borrower, Lakes Mall or any Related Entity is contesting the tax and/or penalties in good faith and through continuous and appropriate proceedings but Borrower and Lakes Mall shall be required to reimburse to the extent Bank has made any payment.

6.5Financial Reports and Other Data. Furnish to the Bank as soon as available: (a) and in any event within ninety (90) days after the end of each fiscal year of Borrower, an unqualified audit as of the close of such fiscal year of Borrower, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with the unqualified audit report and opinion of Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Bank, showing the financial condition of Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, (i) consolidated financial statements similar to those described above for Borrower and for Parent, not audited but certified by the Chief Executive Officer or the Chief Financial Officer or Controller or a Senior Vice President of Borrower and Parent, as the case may be, such balance sheets to be as of the end of such quarter and such consolidated statements of operations and consolidated statements of cash flows to be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and year-end adjustment and the preparation of required footnotes; (ii) a Non-Default Certificate in the form prescribed on Exhibit "E" attached hereto and made a part hereof; and (iii) a Borrowing Base Certificate; and, (c) within forty-five (45) days after the end of each fiscal quarter, rent rolls and operating statements related to the properties described in the CBL Mortgage; and, (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial calculation provided for in this Loan Agreement, certification, in a form acceptable to Bank, of the purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and Parent, as the case may be, such rent roll and statement of income and expense to be for the twelve (12) month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of such quarter, as the case may be.

6.6Additional Information. Furnish such other information regarding the operations, business affairs and financial condition of the Borrower and all Related Entities as Bank may reasonably request, including but not limited to written confirmation of requests for loan advances, true and exact copies of its books of account and tax returns, and all information furnished to the owners of its partnership interests, or any governmental authority, and permit the copying of the same, and Bank agrees that such information shall be maintained in strict confidence unless it is publicly available and except that it may be disclosed to any participants in the Loan and their counsel and Bank's counsel. Provided, however, the Borrower and Lakes Mall shall not be required to divulge the terms of other financing arrangements with other lending institutions if and to the extent Borrower and/or Lakes Mall is prohibited by contractual agreement with such lending institutions from disclosing such information with the exception that Borrower and Lakes Mall shall promptly notify Bank in writing of all defaults, if any, which exist beyond any applicable cure periods and the nature thereof, which occur in connection with

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such financing arrangements and which defaults or defaults would constitute an Event of Default hereunder. Borrower and Lakes Mall shall not enter into any such contractual arrangement whereby the Borrower or Lakes Mall is prohibited from disclosing such financial arrangements, without providing Bank with written notice of the nature of such prohibitions. In addition, Borrower and Lakes Mall shall not enter into any such arrangement while any Event of Default hereunder exists beyond any applicable cure periods.

6.7Right of Inspection. Permit any person designated by the Bank, at the Bank's expense, to visit and inspect any of the properties, books and financial reports of the Borrower and all Related Entities and to discuss its affairs, finances and accounts with its principal officers, at all such reasonable times and as often as a Bank may reasonably request provided that such inspection shall not unreasonably interfere with the operation and conduct of Borrower's or any Related Entity's properties and business affairs and provided further that such person shall disclose such information only to the Bank, the Bank's appraisers and examiners as required by banking laws, rules and regulations.

6.8Environmental Laws. Maintain at all times all property described in the CBL Mortgage in compliance with all applicable Environmental Laws, and immediately notify the Bank of any notice, action, lien or other similar action alleging either the location of any Hazardous Substances or the violation of any Environmental Laws with respect to any of such properties.

6.9Notice of Adverse Change in Assets. At the time of Borrower's and/or Lake Mall's first knowledge or notice, immediately notify the Bank of any information that may adversely affect in any material manner the properties of the Borrower and/or any Related Entity which are subject to any CBL Mortgage.

6.10Appraisals. Upon the Bank's request, but no more frequently than once per every eighteen (18) month period, allow appraisers employed by the Bank to make updated reappraisals of the property or properties described in the CBL Mortgage, at the Borrower's expense.

6.11 Intentionally Deleted.

6.12Agreements regarding Lakes Mall Note and Lakes Mall Mortgage. So long as no Event of Default then exists or with notice or lapse of time would exist, upon the request of the Borrower, but in the Bank's discretion, the Bank shall sell to the Borrower and/or the Borrower's designated subsidiary, the Lakes Mall Note and/or the Lakes Mall Mortgage for the balance due under the Lakes Mall Note plus accrued interest. Any such sale would be without recourse, representation and warranty.

6.13Notice of Event of Default. As soon as practicable, and in any event within two (2) Business Days after a Senior Officer of Borrower or any Subsidiary becomes aware of the existence of any condition or event which constitutes a default or Event of Default, the Borrower shall provide telephonic notice to the Bank specifying the nature and period of existence thereof, and, no more than two (2) Business Days after such telephonic notice, written notice again

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specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto.

6.14REIT. Parent shall at all times maintain its status as a "real estate investment trust" under the Internal Revenue Code.

SECTION 7: NEGATIVE COVENANTS OF BORROWER AND LAKES MALL

Borrower and Lakes Mall covenant and agree that at all times from and after the Closing Date, unless the Bank shall otherwise consent in writing, such consent to be at the discretion of the Bank, Borrower and Lakes Mall will not, and will not allow any Related Entity, to either directly or indirectly:

7.1Minimum Tangible Net Worth. Permit Tangible Net Worth at any time to be less than (i) $1,370,000,000.00 plus (ii) 50% of the Net Proceeds of all Equity Issuances effected at any time after the Agreement Date by the Parent, Borrower or any Subsidiaries to any Person other than the Parent or any of its Subsidiaries.

7.2Ratio of Total Liabilities to Gross Asset Value. Permit the ratio of (i) Total Liabilities of the Parent, Borrower and its Subsidiaries determined on a consolidated basis to (ii) Gross Asset Value of the Parent, Borrower and any Subsidiaries determined on a consolidated basis, to exceed 0.650 to 1.00 at any time.

7.3Ratio of EBITDA to Interest Expense. Permit the ratio of (i) EBITDA of the Parent, Borrower and the Subsidiaries determined on a consolidated basis for the fiscal quarter most recently ending to (ii) Interest Expense of the Parent and its Subsidiaries determined on a consolidated basis for such period, to be less than 1.750 to 1.00.

7.4Ratio of EBITDA to Debt Service. Permit the ratio of (i) EBITDA of the Parent, Borrower and the Subsidiaries determined on a consolidated basis for the fiscal quarter most recently ending to (ii) Debt Service of the Parent, Borrower and the Subsidiaries determined on a consolidated basis for such period, to be less than 1.550 to 1.00.

7.5Indebtedness. Incur, create, assume or permit to exist any indebtedness or liability, secured by any of the properties described in the CBL Mortgage, except, with respect to the Borrower only, for indebtedness, which is subordinate in all respects to the indebtedness evidenced by the Notes which indebtedness does not exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate per property and is used for renovation, repair or improvement of the property or properties described in the CBL Mortgage.

7.6Mortgages, Liens, Etc. Create, assume or suffer to exist any mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of the properties subject to the CBL Mortgage except:

(a) Liens in favor of the Bank securing payment of the Notes;

(b) Existing liens securing indebtednesses permitted under Section 7.5 above;

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(c) Permitted Encumbrances (as defined at Section 1); and

(d) Liens securing indebtedness permitted under Section 7.5 above.

7.7Sale of Assets. Sell, lease, convert, transfer or dispose of all or a substantial part of its assets for less than book value or for less than fair market value, or, sell, lease, convert, transfer or dispose of all or a substantial part of its assets, without the Bank's prior written consent, if GAAP book value or fair market value exceeds 20% of the GAAP book value of all of its assets at that time. In other words, the Borrower may sell its assets without the Bank's consent so long as such sale is not more than 20% of the book value of all of its assets and only so long as such sale does not cause the Borrower to be in violation of any covenant in this Loan Agreement.

7.8Consolidation or Merger; Acquisition of Assets. Enter into any transaction of merger or consolidation, acquire any other business or corporation, or acquire all or substantially all of the property or assets of any other Person unless the Borrower and/or its general partner shall be the surviving entities or the transaction or acquisition is permitted by and effected in accordance with the provisions of Section 7.12(b).

7.9Partnership Distributions and Other Payments. Except as hereinafter provided, declare or pay, or set apart any funds for the payment of, any distributions on any partnership, limited liability or corporate interest in Borrower or any Related Entity or apply any of its funds, properties, or assets to or set apart any funds, properties or assets for, the purchase or other retirement of or make any other distribution (whether by reduction of capital or otherwise) in respect of, any partnership, limited liability or corporate interest in Borrower or any Related Entity; or without the consent of Bank, pay any fee or other compensation of any nature to or for the benefit of CBL Holdings, and/or Parent and/or their affiliates, officers or key employees (the "Distributees"). Notwithstanding anything stated in the foregoing to the contrary, as long as no Event of Default then exists or would exist as a result of the following, (a) Borrower may pay to such Distributees and its other partners quarterly distributions so long as such distributions do not exceed in the aggregate 95% of Funds from Operations and (b) Borrower may pay any fee or other reasonable compensation of any nature to or for the benefit of (i) CBL & Associates Management, Inc., or (ii) any other Distributee, which payment has been made in the ordinary course of business and approved by the independent directors of CBL Holdings. Borrower may make a distribution from Loan proceeds but only once during any rolling twelve (12) month period and provided Borrower is not in default hereunder and such distribution will not create a default hereunder. Notwithstanding anything contained in the foregoing to the contrary, the restriction on distributions shall not preclude the Parent from making the minimum distributions (as that term is used in the Internal Revenue Code) required to maintain REIT status under the Internal Revenue Code.

7.10Loans to Officers and Employees. Permit or allow loans to officers and employees of Borrower or any Related Entity or holders of partnership interests in Borrower to exceed $500,000.00 in any one instance or $2,000,000.00 in the aggregate, provided that nothing in the foregoing shall be deemed to limit loans made in the ordinary course of business to CBL & Associates Management, Inc..

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7.11Limitations on Actions Against Bank and Participants. Take any action against:

(a)Bank, if any Participant fails or refuses to fund pursuant to the terms of the Participation Agreement to Bank for the benefit of Borrower and/or Lakes Mall, such Participant's Proportionate Share of the amount the Bank is obligated to advance hereunder and such failure or refusal has not been caused by Bank's breach of this Loan Agreement or the Participation Agreement; or

(b)any Participant, if Bank fails or refuses to fund for the account of Borrower and/or Lakes Mall any Participant's Proportionate Share of the amount the Bank is obligated to advance hereunder, to the extent such Participant's Proportionate Share has been received by Bank; or

(c)any Participant, if such Participant fails or refuses to fund to Bank for the benefit of Borrower and/or Lakes Mall, such Participant’s Proportionate Share of the amount the Bank is obligated to advance hereunder and such failure or refusal is not a breach of the Participation Agreement; or

(d)any Participant, if Bank fails or refuses to fund for the account of Borrower and/or Lakes Mall Bank's Proportionate Share. Borrower's and Lake Mall's cause of action under this Loan Agreement, if any, for failure to fund being directly against the lender which fails or refuses to fund, and then only if such failure or refusal to fund would constitute a breach of this Loan Agreement or, with respect to the Participants, the Participation Agreement.

7.12Investment Concentration. Borrower shall not make, and shall not permit the Parent or any of its Subsidiaries to make, any Investment in the following items which would cause the aggregate value of such holdings of Borrower and/or Subsidiaries and/o the Parent to exceed at any time thirty five percent (35%) of Gross Asset Values:

(a)unimproved real estate (for purposes of this clause (a) unimproved real estate shall not include (i) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (ii) Properties under development; (iii) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (iv) out-parcels held for lease or sale at Properties which are either completed or where development has commenced);

(b)developed real estate used primarily for non-retail purposes (other than the real estate located at CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee) and the office building adjacent thereto;

(c) Investments in Unconsolidated Affiliates of the Borrower or the Parent;

(d)Investments in Persons that are neither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent; and

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(e)Mortgages in favor of the Borrower, Lakes Mall or the Parent (other than (i) Mortgages securing Indebtedness owed to the Borrower or any Subsidiary on September 30, 2002; and (ii) Mortgages on assets owned by the Parent, the Borrower or any Subsidiary).

SECTION 8: EVENTS OF DEFAULT

An "Event of Default" shall exist if any of the following shall occur:

8.1Payment of Principal, Interest to Bank. The Borrower and/or Lakes Mall defaults in the payment as and when due of principal or interest on any Note or any fees due under this Loan Agreement which default shall continue for more than ten (10) days following mailing of notice from Bank to Borrower and/or Lakes Mall thereof; or the Borrower and/or Lakes Mall defaults in the payment when due of any other Recourse Indebtednesses, liabilities, or obligations to the Bank beyond the expiration of any applicable notice and cure period, whether now existing or hereafter created or arising; direct or indirect, absolute or contingent provided however, there shall be no notice requirement or cure periods if this Note has matured; or

8.2Payment of Obligations to Others. The Borrower, Lakes Mall or any Related Entity defaults in the payment as and when due of any other Recourse Indebtedness or obligation for borrowed money owed to a lender other than Bank or to Bank unrelated to the Loan, but only if the effect of such default causes the holder of any other Recourse Indebtedness or obligation (after expiration of any applicable cure period) to accelerate the maturity of such indebtedness or obligation prior to the stated maturity date of such indebtedness or obligation; provided however, the Borrower, Lakes Mall and the Related Entity will not be considered in default hereunder if: (a) the monetary payment default is less than One Million Dollars ($1,000,000.00) and is not a failure to pay a regular monthly, quarterly or other periodic installment payment of principal and/or interest or interest only, as the case may be, on the due date [subject to any applicable grace or cure period and specifically excluding any regularly scheduled balloon payment not paid in full within sixty (60) days of the actual due date of the balloon payment unless the lender has issued a notice of default with respect to such balloon payment] or (b) such default is being contested by the Borrower, Lakes Mall or the Related Entity in good faith through appropriate proceedings reasonably acceptable to Bank; or

8.3Performance of Obligations Bank. (a) The Borrower, Lakes Mall or any Related Entity defaults with respect to the performance of any non-monetary obligation incurred in connection with the Loan and such default continues for more than thirty (30) days following mailing of notice thereof from Bank to Borrower, Lakes Mall and/or the Related Entity, as the case may be, or, and such default shall continue for a period of thirty (30) calendar days after the earlier of (i) the date any Senior Officer of the Borrower has actual knowledge of such failure or (ii) the date notice of such failure has been given to the Borrower, Lakes Mall and/or the Related Entity, as the case may be, by the Bank; provided, however, that if such default is curable but requires work to be performance, acts to be done or conditions to be remedied which, by their nature, cannot be performed, done or remedied, as the case may be, within such thirty (30) day period, no Event of Default shall be deemed to have occurred if such Borrower, Lakes Mall and/or the Related Entity, as the case may be, commences the same within such thirty (30) day

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period and thereafter diligently and continuously prosecutes the same to completion, and the same is in fact completed, no later than the date ninety (90) calendar days following the earlier of the date such Senior Officer has actual knowledge of such failure or the date the Bank gave notice of such failure to the Borrower, Lakes Mall and/or the Related Entity, as the case may be; or (b) the Borrower, Lakes Mall and/or the Related Entity, as the case may be, defaults with respect to the performance of any other non-monetary obligation incurred in connection with any Recourse Indebtedness for borrowed money owed to the Bank in connection with the Loan and such default continues for more than thirty (30) days following mailing of notice thereof from Bank to Borrower, Lakes Mall and/or the Related Entity, as the case may be, or, and such default shall continue for a period of thirty (30) calendar days after the earlier of (i) the date any Senior Officer of the Borrower has actual knowledge of such failure or (ii) the date notice of such failure has been given to the Borrower, Lakes Mall and/or the Related Entity, as the case may be, by the Bank; provided, however, that if such default is curable but requires work to be performance, acts to be done or conditions to be remedied which, by their nature, cannot be performed, done or remedied, as the case may be, within such thirty (30) day period, no Event of Default shall be deemed to have occurred if such Borrower, Lakes Mall and/or the Related Entity, as the case may be, commences the same within such thirty (30) day period and thereafter diligently and continuously prosecutes the same to completion, and the same is in fact completed, no later than the date ninety (90) calendar days following the earlier of the date such Senior Officer has actual knowledge of such failure or the date the Bank gave notice of such failure to the Borrower, Lakes Mall and/or the Related Entity, as the case may be; or (c) any the Borrower, Lakes Mall or any Related Entity shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other Loan Document to which it is a party and not otherwise mentioned in this Section; or

8.4Performance of Obligations to Others. An event of default occurs with respect to the performance of non-monetary obligations incurred in connection with any Recourse Indebtedness for borrowed money owed to a lender other than Bank, provided the default has not been waived by such lender or the default has not been cured within the applicable cure period; provided further however, if such lender's declaration of default is being continuously and diligently contested by the Borrower, Lakes Mall and/or the Related Entity, as the case may be, in good faith through appropriate proceedings reasonably acceptable to Bank, such default shall not constitute a default hereunder; or

8.5Representation or Warranty. Any representation or warranty made by the Borrower and/or Lakes Mall herein, or in any report, certificate, financial statement or other writing furnished in connection with or pursuant to this Loan Agreement shall prove to be false, misleading or incomplete in any substantial material respect on the date as of which made; or

8.6Bankruptcy, Etc. The Borrower or Lakes Mall or CBL Holdings or Parent or any Related Entity shall make a general assignment of assets for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or any trustee for it or a substantial part of its assets, or shall commence on its or their behalf any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or if there shall have been filed any such petition or application, or any such proceeding shall have

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been commenced against Borrower or Lakes Mall or CBL Holdings or Parent or any Related Entity, in which an order for relief is entered against Borrower or Lakes Mall or CBL Holdings or Parent which remains undismissed for a period of ninety (90) days or more; or Borrower or Lakes Mall or CBL Holdings or Parent or any Related Entity by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or

8.7Concealment of Property, Etc. The Borrower, Lakes Mall, any Related Entity, or CBL Holdings or Parent shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its or his creditors or any of them, or made or suffered a transfer of any of its property which shall constitute a fraudulent act under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof; or

8.8Management Change. Management of the Borrower shall, for a period of one hundred eighty (180) consecutive days, cease to be in at least two of the following persons: (a) Charles B. Lebovitz, (b) John N. Foy, (c) Michael Lebovitz, (d) Stephen D. Lebovitz or (e) Ron Fullam, who shall be in an executive management position with Borrower or who shall be a senior vice president, executive vice president, senior executive vice president or president with Borrower's general partner; or

8.9Change in Ownership. Parent, its affiliates, officers and key employees, and CBL Holdings shall have through any means reduced their aggregate partnership interest in Borrower to less than fifteen percent (15%) of the aggregate of such partnership interests; or

8.10Loan Documents Terminated or Void. This Loan Agreement, any Note, the Guaranty, or any instrument securing any Note shall, at any time after their respective execution and delivery and for any reason, cease to be in full force and effect or shall be declared to be null and void; or the Borrower, Lakes Mall and/or any Related Entity shall deny it has any or further liability under this Loan Agreement, any Note, , the Guaranty, or under the CBL Mortgage; or

8.11Covenants. The Borrower or any Related Entity defaults in the performance or observance of any other covenant, agreement or undertaking on its part to be performed or observed, contained herein, in the CBL Mortgage or in any other instrument or document which now or hereafter evidences or secures all or any part of the loan indebtedness which default shall continue for more than thirty (30) days following the mailing of notice from Bank to Borrower, Lakes Mall and/or such Related Entity, as the case may be; provided however, and notwithstanding anything contained in this Loan Agreement, in the CBL Mortgage or in any other instrument or document which now or hereafter evidences or secures all or any part of the loan indebtedness, failure to comply with a financial covenant shall not be an Event of Default unless such failure continues for ninety (90) days after the earlier of (i) the date any Senior

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Officer of the Borrower or any Related Entity has actual knowledge of such failure; or (ii) the date notice of such failure has been given to the Borrower by the Bank; or

8.12Breach of Section 7 of this Loan Agreement. The Borrower and/or Lakes Mall shall fail to observe or perform its obligations to the Bank, and/or any Participant under Section 7 of this Loan Agreement and such failure continues for ninety (90) calendar days after the earlier of (i) the date any Senior Officer of the Borrower and/or Lakes Mall has actual knowledge of such failure or (ii) the date notice of such failure has been given to the Borrower and/or Lakes Mall by the Bank; or

8.13Placement of Liens on Property. The Borrower or any Related Entity shall, without the prior written consent of the Bank and except as permitted by Section 7.5 and 7.6 hereof, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, deed of trust, pledge, lien (statutory, constitutional or contractual), or security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the CBL Mortgage, with respect to the property described in any CBL Mortgage.

8.14Remedy. Upon the occurrence of any Event of Default, as specified herein, the Bank shall, at its option, be relieved of any obligation to make further Revolving Credit Advances under this Loan Agreement; and the Bank may at its option charge interest on the outstanding indebtedness at the Default Rate; and the Bank may, at its option, thereupon declare the entire unpaid principal balances of the Notes, all interest accrued and unpaid thereon and all other amounts payable under this Loan Agreement to be immediately due and payable for all purposes, and may exercise all rights and remedies available to it under the CBL Mortgage, any other instrument or document which secures any Note, or available at law or in equity. All such rights and remedies are cumulative and nonexclusive, and may be exercised by the Bank concurrently or sequentially, in such order as the Bank may choose.

SECTION 9: MISCELLANEOUS

9.1Amendments. The provisions of this Loan Agreement, any Note, the CBL Mortgage or any instrument or document executed pursuant hereto or securing the indebtednesses may be amended or modified only by an instrument in writing signed by the parties hereto and thereto.

9.2Notices. All notices and other communications provided for hereunder shall be in writing and shall be mailed, certified mail, return receipt requested, or delivered, if to the Borrower and/or Lakes Mall, to it at c/o CBL & Associates Properties, Inc., CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000, Attention: President, with a copy to Charles Willett, Jr.; if to the Bank, to it at 701 Market Street, Chattanooga, Tennessee 37402, Attention: Gregory L. Cullum; or as to any such person at such other address as shall be designated by such person in a written notice to the other parties hereto complying as to delivery with the terms of this Section 9.2. All such notices and other communications shall be effective (i) if mailed, when received or three (3) Business Days after

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mailing, whichever is earlier; or (ii) if delivered, upon delivery and receipt of an executed acknowledgment of receipt by the party to whom delivery is made. Notwithstanding the foregoing, the Bank shall not be required to send a copy of any notice or communication to Charles Willett, Jr. but the Bank will use good faith efforts to copy Charles Willett, Jr. on any such notices or communications via regular mail, fax or email.

9.3No Waiver, Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Bank, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Waiver of any right, power, or privilege hereunder or under any instrument or document now or hereafter securing the indebtedness evidenced hereby or under any guaranty at any time given with respect thereto is a waiver only as to the specified item. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

9.4Indemnification. Borrower and Lakes Mall agree to indemnify Bank from and against any and all claims, losses and liabilities, including, without limitation, reasonable attorneys' fees, growing out of or resulting from this Loan Agreement (including, without limitation, enforcement of this Loan Agreement), except claims, losses or liabilities resulting solely and directly from Bank's gross negligence or willful misconduct or from Bank's violation of applicable banking rules and regulations. The indemnification provided for in this Section shall survive the payment in full of the loan. The Borrower agrees to indemnify the Bank and the Participants and to hold the Bank and the Participants harmless from any loss or expense that such Bank or the Participants may sustain or incur as a consequence of a default by the Borrower in making any prepayment of or conversion from an advance bearing interest at the LIBOR Rate after the Borrower has given a notice thereof in accordance with the provisions of this Loan Agreement.

9.5Survival of Agreements. All agreements, representations and warranties made herein shall survive the delivery of the Note. This Loan Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, except that the Borrower and the Lakes Mall shall not have the right to assign its rights hereunder or any interest therein.

9.6Governing Law. This Loan Agreement shall be governed and construed in accordance with the laws of the State of Tennessee; except (a) that the provisions hereof which relate to the payment of interest shall be governed by (i) the laws of the United States or, (ii) the laws of the State of Tennessee, whichever permits the Bank to charge the higher rate, as more particularly set out in the Note, and (b) to the extent that the Liens in favor of the Bank, the perfection thereof, and the rights and remedies of the Bank with respect thereto, shall, under mandatory provisions of law, be governed by the laws of a state other than Tennessee.

9.7Execution in Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

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9.8Terminology; Section Headings. All personal pronouns used in this Loan Agreement whether used in the masculine, feminine, or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. Section headings are for convenience only and neither limit nor amplify the provisions of this Loan Agreement.

9.9Enforceability of Agreement. Should any one or more of the provisions of this Loan Agreement be determined to be illegal or unenforceable, all other provisions, nevertheless, shall remain effective and binding on the parties hereto.

9.10 Interest Limitations.

(a)The Loan and the Notes evidencing the Loan, including any renewals or extensions thereof, may provide for the payment of any interest rate (i) permissible at the time the contract to make the Loan is executed, (ii) permissible at the time the Loan is made or any advance thereunder is made, or (iii) permissible at the time of any renewal or extension of the loan or any Note.

(b)It is the intention of the Bank, the Borrower and the Lakes Mall to comply strictly with applicable usury laws; and, accordingly, in no event and upon no contingency shall the Bank ever be entitled to receive, collect, or apply as interest any interest, fees, charges or other payments equivalent to interest, in excess of the maximum rate which the Bank may lawfully charge under applicable statutes and laws from time to time in effect; and in the event that the holder of the Note ever receives, collects, or applies as interest any such excess, such amount which, but for this provision, would be excessive interest, shall be applied to the reduction of the principal amount of the indebtedness thereby evidenced; and if the principal amount of the indebtedness evidenced thereby, and all lawful interest thereon, is paid in full, any remaining excess shall forthwith be paid to the Borrower and/or Lakes Mall or other party lawfully entitled thereto. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest rate which Bank may lawfully charge under applicable law from time to time in effect, the Borrower and/or Lakes Mall and the Bank shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as a reasonable loan charge, rather than as interest. Any provision hereof, or of any other agreement between the Bank and the Borrower and/or Lakes Mall, that operates to bind, obligate, or compel the Borrower to pay interest in excess of such maximum rate shall be construed to require the payment of the maximum rate only. The provisions of this paragraph shall be given precedence over any other provision contained herein or in any other agreement between the Bank and the Borrower and/or Lakes Mall that is in conflict with the provisions of this paragraph.

The Notes shall be governed and construed according to the statutes and laws of the State of Tennessee from time to time in effect, except to the extent that Section 85 of Title 12 of the United States Code (or other applicable federal statue) may permit the charging of a higher rate of interest than applicable state law, in which event such applicable federal statute, as amended and supplemented from time to time shall govern and control the maximum rate of interest permitted to be charged hereunder; it being intended that, as to the maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether state or federal, from time to time in effect, which permit the charging of a higher rate of

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interest, shall govern and control; provided, always, however, that in no event and under no circumstances shall the Borrower and/or Lakes Mall be liable for the payment of interest in excess of the maximum rate permitted by such applicable law, from time to time in effect.

9.11Non-Control. In no event shall the Bank's rights hereunder be deemed to indicate that the Bank is in control of the business, management or properties of the Borrower, Lakes Mall and/or any Related Entity or has power over the daily management functions and operating decisions made by the Borrower, Lakes Mall and/or any Related Entity.

9.12Loan Review; Extensions of Termination Date; Continuing Security.

(a)The specific Termination Date of Revolving Credit Loan mentioned in Article One may be extended for additional periods of one (1) year. On each June 1 hereafter, so long as the Loan remains unpaid, Bank shall review the performance of the Loan. If the Bank deems performance of the Loan acceptable, it will renew the Loan for one (1) year from the then existing Termination Date of Revolving Credit Loan. If the Bank renews the Loan at anytime or from time to time prior to June 1, 2009, the Bank and the Borrower and Lakes Mall agree the Loan shall be renewed with covenants as contained in Sections 7.2, 7.3 and 7.4 of this Loan Agreement or such other covenants, terms and conditions as may be mutually agreed upon by Borrower and Lakes Mall and Bank. If Bank deems performance of the Loan not acceptable, Bank shall not be obligated to extend the Termination Date of Revolving Credit Loan; however, the Borrower and Lakes Mall shall then have the right to repay the Loan pursuant to the repayment provisions contained in the Notes. Assessment of performance and the decision whether to extend the Termination Date of Revolving Credit Loan shall be solely within Bank's discretion. The Bank will not deem the performance of the Loan acceptable unless and until the Borrower provides to the Bank, among other things, updated title commitments with respect to all properties covered by any CBL Mortgage, which title commitments must be in form and substance acceptable to the Bank and must contain no exceptions unacceptable to the Bank. Bank shall notify Borrower of the results of its review of the Loan no later than eleven (11) months prior to the then effective Termination Date of the Revolving Credit Loan. If Bank elects not to renew the Loan, Bank shall not perform or cause to be performed, except at Bank's expense unless an Event of Default has occurred, any inspections, appraisals, surveys or similar items between: (a) the date notice thereof is given Borrower or the Termination Date, whichever first occurs, and (b) the date the Notes are repaid as provided herein. Anything contained in the foregoing to the contrary notwithstanding, upon any such extension, the Borrower and Lakes Mall agree to pay to the Bank (in addition to the commitment fees it has previously paid under this Loan Agreement) an extension fee of Two Hundred Thousand and NO/100 Dollars ($200,000.00).

(b)Upon the specific Termination Date of Revolving Credit Loan so fixed in Article One, or in the event of the extension of this Loan Agreement to a subsequent Termination Date (when no effective extension is in force), the Revolving Credit Loan and all other extensions of credit (unless sooner declared to be due and payable by the Bank pursuant to the provisions hereof), and subject to Borrower's election as set forth in subparagraph (a) above, shall become due and payable for all purposes. Until all such indebtednesses, liabilities and obligations secured by the CBL Mortgage are satisfied in full, such termination shall not affect the security

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interest granted to Bank pursuant to the CBL Mortgage, nor the duties, covenants, and obligations of the Borrower therein and in this Loan Agreement; and all of such duties, covenants and obligations shall remain in full force and effect until the Revolving Credit Loan and all obligations under this Loan Agreement have been fully paid and satisfied in all respects.

9.13Fees and Expenses. The Borrower and Lakes Mall agree to pay, or reimburse the Bank for, the reasonable actual third party out-of-pocket expenses, including counsel fees and fees of any accountants, inspectors or other similar experts, as deemed necessary by the Bank, incurred by the Bank in connection with the development, preparation, execution, amendment, recording, (excluding the salary and expenses of Bank's employees and Bank's normal and usual overhead expenses) or enforcement of, or the preservation of any rights under this Loan Agreement, the Notes and any instrument or document now or hereafter securing the and Revolving Credit Loan indebtednesses.

9.14Time of Essence. Time is of the essence of this Loan Agreement, the Notes and the other instruments and documents executed and delivered in connection herewith.

9.15Compromises, Releases, Etc. Bank is hereby authorized from time to time, without notice to anyone, to make any sales, pledges, surrenders, compromises, settlements, releases, indulgences, alterations, substitutions, exchanges, changes in, modifications, or other dispositions including, without limitation, cancellations, of all or any part of the Loan indebtedness, or of any contract or instrument evidencing any thereof, or of any security or collateral therefor, and/or to take any security for or guaranties upon any of said indebtedness; and the liability of any guarantor, if any, shall not be in any manner affected, diminished, or impaired thereby, or by any lack of diligence, failure, neglect, or omission on the part of Bank to make any demand or protest, or give any notice of dishonor or default, or to realize upon or protect any of said indebtedness or any collateral or security therefor. Bank shall have the right to apply such payments and credits first to the payment of all its expenses, including costs and reasonable attorneys' fees, then to interest due under the Note and then to principal due under the Note. Bank shall be under no obligation, at any time, to first resort to, make demand on, file a claim against, or exhaust its remedies against the Borrower and/or Lakes Mall, or its property or estate, or to resort to or exhaust its remedies against any collateral, security, property, liens, or other rights whatsoever. Upon the occurrence of an Event of Default, it is expressly agreed that Bank may at any time make demand for payment on, or bring suit against, the Borrower and/or Lakes Mall and any guarantor, jointly or severally and may compromise with any of them for such sums or on such terms as it may see fit, and without notice or consent, the same being hereby expressly waived.

9.16Joinder of Parent. Parent joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof.

9.17Bank's Consent. Except as otherwise expressly provided herein, in any instance hereunder where Bank's approval or consent is required or the exercise of its judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole but reasonable discretion of Bank, and Bank shall not, for any reason or

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to any extent, be required to grant such approval or consent or exercise such judgment provided that the Bank shall proceed at all times in good faith and in a commercially reasonable manner.

9.18Venue of Actions. As an integral part of the consideration for the making of the loan, it is expressly understood and agreed that no suit or action shall be commenced by the Borrower, Lakes Mall, Related Entities, CBL Holdings, Parent, by any guarantor, or by any successor, personal representative or assignee of any of them, with respect to the loan contemplated hereby, or with respect to this Loan Agreement or any other document or instrument which now or hereafter evidences or secures all or any part of the loan indebtedness, other than in a state court of competent jurisdiction in and for the County of the State in which the principal place of business of the Bank is situated, or in the United States District Court for the District in which the principal place of business of the Bank is situated, and not elsewhere. Nothing in this paragraph contained shall prohibit Bank from instituting suit in any court of competent jurisdiction for the enforcement of its rights hereunder or in any other document or instrument which evidences or secures the loan indebtedness.

9.19Waiver of Right to Trial By Jury. EACH PARTY TO THIS LOAN AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LOAN AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

9.20Conflict. In the event of any conflict between the provisions hereof and any other loan document during the continuance of this Loan Agreement (including but not limited to any other documents received by the Bank via assignment in connection with the Lakes Mall), the provisions of this Loan Agreement shall control.

9.21Participation Agreement. The Borrower and Lakes Mall acknowledge that the Participation Agreement exists and that the Bank is obligated, subject to the terms and conditions hereof, to fund One Hundred Million Dollars ($100,000,000.00) to the Borrower but that of that amount, Compass Bank, Regions Bank, Branch Banking and Trust Company and Manufacturers and Traders Trust Company are obligated, subject to the terms and conditions of the Participation Agreement, to fund as follows: Compass is to fund Fifteen Million and NO/100 Dollars ($15,000,000.00), Regions Bank is to fund Twenty Five Million and NO/100 Dollars ($25,000,000.00), Branch Banking and Trust Company is to fund Fifteen Million and NO/100

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Dollars ($15,000,000.00) and Manufacturers and Traders Trust Company to fund Twenty Million and NO/100 Dollars ($20,000,000.00)

9.22USA Patriot Act Notice and Compliance. The USA Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, the Bank may from time to time request, and Borrower shall provide to the Bank, Borrower’s, Parent’s, each Guarantor’s and each other Loan party’s name, address, tax identification number and/or such other identification information as shall be necessary for the Bank to comply with federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

9.23Non-Recourse. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LOAN AGREEMENT TO THE CONTRARY, THE BANK EXPRESSLY AGREES THAT PAYMENT OF ALL PRINCIPAL, INTEREST AND OTHER AMOUNTS (INCLUDING COSTS AND EXPENSES) DUE AND PERFORMANCE OF ALL OTHER OBLIGATIONS AND LIABILITIES UNDER THIS LOAN AGREEMENT BY CBL HOLDINGS I, INC., IN ITS CAPACITY AS THE GENERAL PARTNER OF THE BORROWER, SHALL BE NON-RECOURSE AS TO SUCH GENERAL PARTNER.

(Signatures on Next Page)

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IN WITNESS WHEREOF, the Borrower, Lakes Mall, the Bank, CBL Holdings and Parent have caused this Loan Agreement to be executed by their duly authorized officers, managers and/or partners, all as of the day and year first above written.

CBL & ASSOCIATES LIMITED PARTNERSHIP

BY: CBL HOLDINGS I, INC.,

Its Sole General Partner

By: /s/ Charles W.A. Willett, Jr.

Title: Sr. Vice President

BORROWER

THE LAKES MALL, LLC

By: CBL & Associates Limited Partnership,

Its Managing Member

By: CBL Holdings I, Inc., its General Partner

By: /s/ Charles W.A. Willett, Jr.

Title: Sr. Vice President

LAKES MALL

CBL & ASSOCIATES PROPERTIES, INC.

By: /s/ Charles W.A. Willett, Jr.

Title: Sr. Vice President

PARENT/GUARANTOR

FIRST TENNESSEE BANK NATIONAL

ASSOCIATION

By: /s/ Gregory L. Cullum

Title: Gregory L. Cullum, Senior Vice President

BANK

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EXHIBIT "A"

Real property known as:

Walnut Square Mall, Dalton, Georgia

The Lakes Mall, Fruitport, Michigan

Towne Mall, Middleton, Ohio

College Square, Morristown, Tennessee

all as more particularly described in the individual deeds of trust, deeds to secure debt and/or mortgages applicable to the above described properties.

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EXHIBIT "B"

PERMITTED ENCUMBRANCES

1. As described in the Mortgages.

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EXHIBIT "C"

NOTES

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EXHIBIT "D"

CHECKLIST FOR CLOSING

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EXHIBIT "E"

NON-DEFAULT CERTIFICATE

For Fiscal Year Ended _______________, 20__.

For Fiscal Quarter Ended _______________, 20__.

The undersigned, a duly authorized officer of CBL & Associates Limited Partnership, a Delaware limited partnership [referred to as "Borrower" in that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated as of May ____, 2007, between Borrower, Lakes Mall and First Tennessee Bank National Association ("Bank")], certifies to said Bank, in accordance with the terms and provisions of said Loan Agreement, as follows:

1.All of the representations and warranties set forth in the Loan Agreement are and remain true and correct on and as of the date of this Certificate with the same effect as though such representations and warranties had been made on and as of this date except as otherwise previously disclosed to the Bank in writing.

2.As of the date hereof, neither Borrower nor Lakes Mall has knowledge of any Event of Default, as specified in Section 8 of the Loan Agreement, nor any event which, upon notice, lapse of time or both, would constitute an Event of Default, has occurred or is continuing.

3.As of the date hereof, Borrower is in full compliance with all financial covenants contained in the Loan Agreement, and the following are true, accurate and complete:

(a) The Tangible Net Worth (as defined in the Loan Agreement) is $__________________________ as of ________________, 20___.

(b) The Total Liabilities to Gross Asset Value is _____ to _____ as of _____________________, 20__.

(c) The ratio of EBITDA to Debt Service Debt is ____ to ____ as of ______________, 20__.

(d) The ratio of EBITDA to Interest Expense is ____ to ____ as of _____________________, 20_____.

DATED this ______ day of ______________________, 20____.

CBL & ASSOCIATES LIMITED PARTNERSHIP

BY: CBL HOLDINGS I, INC.,

Its Sole General Partner

By:

Title:

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EXHIBIT "F"

LITIGATION

Disclosure Pursuant to Paragraph 5.5

See Exhibit "F-1" attached for description of all litigation.

ENVIRONMENTAL MATTERS

Disclosure pursuant to Paragraph 5.11

None.

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JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

COMPASS BANK as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of May ____, 2007, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of May _____, 2007.

COMPASS BANK

By:

C. Douglas Vibert, Senior Vice President

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JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

REGIONS BANK as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of May ____, 2007, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of May ____, 2007.

REGIONS BANK

By:

Russell Campbell, Senior Vice President

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JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

BRANCH BANKING AND TRUST COMPANY as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of May ____, 2007, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of May ____, 2007.

BRANCH BANKING AND TRUST COMPANY

By:

Robert M. Searson

Title:Senior Vice President

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JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

MANUFACTURERS AND TRADERS TRUST COMPANY as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of May ____, 2007, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of May ____, 2007.

MANUFACTURERS AND TRADERS TRUST COMPANY

By:

Steven P. Deck, Vice President

1

C SGE 396806 v3

0-0 8/9/2007

EX-12

Exhibit 12.1

CBL & Associates Properties, Inc.

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

(in thousands, except ratios)

	Six Months Ended June 30,						Year Ended December 31,
	2007			2006			2006			2005			2004			2003			2002
Earnings:
Income before discontinued operations, equity in earnings and minority interest in earnings	$	74,230		$	79,789		$	179,640		$	267,160		$	196,074		$	239,980		$	140,666
Fixed charges less capitalized interest and preferred dividends		135,866			128,380			257,067			210,914			177,219			154,116			143,125
Distributed income of equity investees		3,019			4,409			12,372			7,492			8,801			4,150			5,599
Equity in losses of equity investees for which charges arise from guarantees		(311	)		(79	)		(461	)		(1,020	)		—			(39	)		(12	)
Minority interest in earnings of subsidiaries that have not incurred fixed charges		(2,178	)		(1,949	)		(4,205	)		(3,700	)		(3,554	)		(2,254	)		(1,782	)
Total earnings	$	210,626		$	210,550		$	444,413		$	480,846		$	378,540		$	395,953		$	287,596
Combined fixed charges (1):
Interest expense (2)	$	135,866		$	128,380		$	257,067		$	210,914		$	177,219		$	154,116		$	143,125
Capitalized interest		9,611			6,108			15,992			10,184			4,719			6,231			5,734
Preferred dividends		18,865			15,284			30,568			30,568			18,309			19,633			10,919
Total combined fixed charges	$	164,342		$	149,772		$	303,627		$	251,666		$	200,247		$	179,980		$	159,778
Ratio of earnings to combined fixed charges		1.28			1.41			1.46			1.91			1.89			2.20			1.80

⁽¹⁾ The interest portion of rental expense is not calculated because the rental expense of the company is not significant.

⁽²⁾ Interest expense includes amortization of capitalized debt expenses and amortization of premiums and discounts.

1

EX-31

Exhibit 31.1

CERTIFICATION

I, Charles B. Lebovitz, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007

/s/ Charles B. Lebovitz

____________________________________

Charles B. Lebovitz, Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, John N. Foy, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007

/s/ John N. Foy

___________________________________

John N. Foy, Chief Financial Officer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-Q for the six months ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles B. Lebovitz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Charles B. Lebovitz

____________________________________

Charles B. Lebovitz, Chief Executive Officer

August 9, 2007

____________________________________

Date

EX-32

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-Q for the six months ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John N. Foy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John N. Foy

____________________________________

John N. Foy, Vice Chairman of the Board,

Chief Financial Officer and Treasurer

August 9, 2007

____________________________________

Date