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, 2008
OR
o	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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o(Do not check if smaller reporting company)	Smaller Reporting Company o

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

Yes o No x

As of August 4, 2008, there were 66,331,607 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	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Submission of Matters to a Vote of Security Holders	54
Item 5.	Other Information	55
Item 6.	Exhibits	56
	SIGNATURE	57

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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, 2008			December 31, 2007
ASSETS
Real estate assets:
Land	$	861,234		$	917,578
Buildings and improvements		7,229,632			7,263,907
		8,090,866			8,181,485
Accumulated depreciation		(1,213,790	)		(1,102,767	)
		6,877,076			7,078,718
Held for sale		137,936			—
Developments in progress		408,587			323,560
Net investment in real estate assets		7,423,599			7,402,278
Cash and cash equivalents		66,450			65,826
Cash held in escrow		2,650			—
Receivables:
Tenant, net of allowance for doubtful accounts of $1,250 in 2008 and $1,126 in 2007		65,738			72,570
Other		12,810			10,257
Mortgage and other notes receivable		48,883			135,137
Investments in unconsolidated affiliates		221,365			142,550
Intangible lease assets and other assets		251,406			276,429
	$	8,092,901		$	8,105,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage and other notes payable	$	5,998,158		$	5,869,318
Accounts payable and accrued liabilities		353,744			394,884
Total liabilities		6,351,902			6,264,202
Commitments and contingencies (Notes 3, 5 and 11)
Minority interests		875,211			920,297
Shareholders’ equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.75% Series C cumulative redeemable preferred stock, 460,000 shares outstanding in 2008 and 2007		5			5
7.375% Series D cumulative redeemable preferred stock, 700,000 shares outstanding in 2008 and 2007		7			7
Common stock, $.01 par value, 180,000,000 shares authorized, 66,325,420 and 66,179,747 shares issued and outstanding in 2008 and 2007, respectively		663			662
Additional paid-in capital		997,821			990,048
Accumulated other comprehensive loss		(6,192	)		(20	)
Accumulated deficit		(126,516	)		(70,154	)
Total shareholders’ equity		865,788			920,548
	$	8,092,901		$	8,105,047

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

3

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,
	2008			2007			2008			2007
REVENUES:
Minimum rents	$	175,390		$	154,871		$	347,268		$	309,120
Percentage rents		1,607			1,852			6,597			8,334
Other rents		4,204			3,947			9,215			8,362
Tenant reimbursements		79,567			74,975			165,818			152,646
Management, development and leasing fees		2,484			3,954			5,422			5,175
Other		6,275			6,690			13,304			11,670
Total revenues		269,527			246,289			547,624			495,307
EXPENSES:
Property operating		43,794			38,764			91,815			81,829
Depreciation and amortization		73,064			60,491			146,680			117,099
Real estate taxes		23,749			19,862			47,604			40,508
Maintenance and repairs		14,780			14,003			32,487			29,294
General and administrative		11,114			10,570			23,645			20,767
Other		6,541			4,802			13,540			8,441
Total expenses		173,042			148,492			355,771			297,938
Income from operations		96,485			97,797			191,853			197,369
Interest income		2,182			2,883			4,909			5,628
Interest expense		(76,455	)		(68,814	)		(156,679	)		(134,941	)
Loss on extinguishment of debt		—			—			—			(227	)
Gain on sales of real estate assets		4,273			2,698			7,349			6,228
Equity in earnings (losses) of unconsolidated affiliates		(186	)		1,084			793			1,682
Income tax provision		(3,838	)		(948	)		(4,195	)		(1,751	)
Minority interest in earnings:								—
Operating partnership		(7,385	)		(9,035	)		(12,127	)		(22,598	)
Shopping center properties		(6,402	)		(3,567	)		(12,451	)		(4,297	)
Income from continuing operations		8,674			22,098			19,452			47,093
Operating income of discontinued operations		3,335			590			4,183			693
Gain (loss) on discontinued operations		3,112			—			3,112			(55	)
Net income		15,121			22,688			26,747			47,731
Preferred dividends		(5,454	)		(11,223	)		(10,909	)		(18,865	)
Net income available to common shareholders	$	9,667		$	11,465		$	15,838		$	28,866
Basic per share data:
Income from continuing operations, net of preferred dividends	$	0.05		$	0.17		$	0.13		$	0.43
Discontinued operations		0.10			0.01			0.11			0.01
Net income available to common shareholders	$	0.15		$	0.18		$	0.24		$	0.44
Weighted average common shares outstanding		65,982			65,246			65,940			65,178
Diluted per share data:
Income from continuing operations, net of preferred dividends	$	0.05		$	0.16		$	0.13		$	0.43
Discontinued operations		0.10			0.01			0.11			0.01
Net income available to common shareholders	$	0.15		$	0.17		$	0.24		$	0.44
Weighted average common and potential dilutive common shares outstanding		66,206			65,992			66,146			65,905
Dividends declared per common share	$	0.5450		$	0.5050		$	1.0900		$	1.0100

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,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	26,747		$	47,731
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		89,193			76,554
Amortization		64,255			45,323
Net amortization of debt premiums and discounts		(3,936	)		(3,830	)
Net amortization of above- and below-market leases		(5,108	)		(5,692	)
Gain on sales of real estate assets		(7,349	)		(6,228	)
(Gain) loss on discontinued operations		(3,112	)		55
Write-off of development projects		2,911			599
Share-based compensation expense		2,727			3,210
Income tax benefit from share-based compensation		3,736			1,139
Loss on extinguishment of debt		—			227
Equity in earnings of unconsolidated affiliates		(793	)		(1,682	)
Distributions of earnings from unconsolidated affiliates		6,943			3,019
Minority interest in earnings		24,578			26,895
Changes in:
Tenant and other receivables		4,280			6,842
Other assets		(430	)		(784	)
Accounts payable and accrued liabilities		(14,149	)		11,002
Net cash provided by operating activities		190,493			204,380
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		(252,909	)		(259,679	)
Acquisitions of real estate assets and intangible lease assets		—			(11,506	)
Cash placed in escrow		(2,650	)		—
Proceeds from sales of real estate assets		42,113			14,586
Purchases of available-for-sale securities		—			(24,325	)
Additions to mortgage notes receivable		(9,741	)		(2,453	)
Payments received on mortgage notes receivable		103,964			1,711
Additional investments in and advances to unconsolidated affiliates		(71,119	)		(24,920	)
Distributions in excess of equity in earnings of unconsolidated affiliates		23,365			4,580
Purchase of minority interests in shopping center properties		—			(8,007	)
Purchase of minority interests in the Operating Partnership		—			(9,422	)
Changes in other assets		(10,389	)		(5,980	)
Net cash used in investing activities		(177,366	)		(325,415	)

5

CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)

	Six Months Ended June 30,
	2008			2007
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other notes payable	$	764,387		$	1,047,530
Principal payments on mortgage and other notes payable		(622,553	)		(656,529	)
Additions to deferred financing costs		(2,870	)		(3,532	)
Proceeds from issuances of common stock		171			163
Proceeds from exercises of stock options		584			2,957
Income tax benefit from share-based compensation		(3,736	)		(1,139	)
Redemption of preferred stock		—			(100,000	)
Prepayment fees to extinguish debt		—			(233	)
Contributions from minority partners		2,567			—
Distributions to minority interests		(67,938	)		(57,231	)
Dividends paid to holders of preferred stock		(10,909	)		(15,236	)
Dividends paid to common shareholders		(72,206	)		(66,170	)
Net cash provided by (used in) financing activities		(12,503	)		150,580
NET CHANGE IN CASH AND CASH EQUIVALENTS		624			29,545
CASH AND CASH EQUIVALENTS, beginning of period		65,826			28,700
CASH AND CASH EQUIVALENTS, end of period	$	66,450		$	58,245
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	162,076		$	138,886

The accompanying notes are an integral part of these statements.

6

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 shopping centers. CBL’s shopping center properties are located in 27 states, but are 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, 2008, the Operating Partnership owned controlling interests in 75 regional malls/open-air centers, 28 associated centers (each adjacent to a regional mall), eight community centers and 13 office buildings, including 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. At June 30, 2008, the Operating Partnership owned non-controlling interests in nine regional malls/open-air centers, four associated centers, three community centers and six office buildings. Because one or more of the other partners have substantive participating rights, the Operating Partnership does not control these partnerships and joint ventures and, accordingly, accounts for these investments using the equity method. The Operating Partnership had five mall expansions, two associated/lifestyle centers (one of which is owned in a joint venture), one mixed-use center and six community/open-air centers (five of which are owned in joint ventures) under construction at June 30, 2008. 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, 2008, 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 55.1% limited partner interest for a combined interest held by CBL of 56.7%.

          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, 2008, CBL’s Predecessor owned a 14.9% limited partner interest, Jacobs owned a 19.6% limited partner interest and third parties owned an 8.8% limited partner interest in the Operating Partnership. CBL’s Predecessor also owned 7.2 million shares of CBL’s common stock at June 30, 2008, for a total combined effective interest of 21.0% 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 both 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

7

(“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the disclosures required by GAAP 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. Material intercompany transactions have been eliminated. The results for the interim period ended June 30, 2008, are not necessarily indicative of the results to be obtained for the full fiscal year.

          Certain historical amounts have been reclassified to conform to the current year presentation. The financial results of certain properties are reported as discontinued operations in the condensed consolidated financial statements. Except where noted, the information presented in the Notes to Unaudited Condensed Consolidated Financial Statements excludes discontinued operations. See Note 6 for further discussion.

          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, 2007.

Note 2 – Recent Accounting Pronouncements

          In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. FSP EITF 03-6-1 requires that unvested share-based payment awards that contain nonforfeitable rights to dividends or their equivalent be treated as participating securities for purposes of inclusion in the computation of earnings per share (“EPS”) pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented shall be adjusted retrospectively. The adoption of FSP EITF 03-6-1 is not expected to have a material impact on the Company’s consolidated financial statements.

          In May 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the source of accounting principles and the order in which to select the principles to be used in the preparation of financial statements presented in accordance with GAAP in the United States. The FASB concluded that the GAAP hierarchy should reside in the accounting literature because reporting entities are responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS No. 162 is effective sixty days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board Amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The adoption of SFAS No. 162 is not expected to have an impact on the Company’s consolidated financial statements.

          In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 improves financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. SFAS No. 161 requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format and provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related. It also requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption will not have an impact on the Company’s consolidated balance sheets and statements of operations.

          In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51, which requires that a noncontrolling interest in a

8

consolidated subsidiary be displayed in the consolidated statement of financial position as a separate component of equity. After control is obtained, a change in ownership interests that does not result in a loss of control should be accounted for as an equity transaction. A change in ownership of a consolidated subsidiary that results in a loss of control and deconsolidation is a significant event that triggers gain or loss recognition, with the establishment of a new fair value basis in any remaining ownership interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company is currently evaluating the impact of adopting SFAS No. 160 on its financial position and results of operations.

          In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which changes certain aspects of current business combination accounting. SFAS No. 141(R) requires, among other things, that entities generally recognize 100 percent of the fair values of assets acquired, liabilities assumed and noncontrolling interests in acquisitions of less than a 100 percent controlling interest when the acquisition constitutes a change in control of the acquired entity. Shares issued as consideration for a business combination are to be measured at fair value on the acquisition date and contingent consideration arrangements are to be recognized at their fair values on the date of acquisition, with subsequent changes in fair value generally reflected in earnings. Pre-acquisition gain and loss contingencies generally are to be recognized at their fair values on the acquisition date and any acquisition-related transaction costs are to be expensed as incurred. SFAS No. 141(R) is effective for business combination transactions for which the acquisition date is in a fiscal year beginning on or after December 15, 2008. The adoption of SFAS No. 141(R) is not expected to have a material impact on the Company’s consolidated financial statements.

Note 3 – Fair Value Measurements

          In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2008, the FASB issued FSP 157-2 which delays the effective date of SFAS No. 157 for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in an entity’s financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008. The Company adopted the provisions of SFAS No. 157 for financial assets and financial liabilities on January 1, 2008.

          In accordance with SFAS No. 157, the Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy, as defined by SFAS No. 157, contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

9

          The following table sets forth information regarding the Company’s financial instruments that are measured at fair value in the Condensed Consolidated Balance Sheet as of June 30, 2008:

			Fair Value Measurements at Reporting Date Using
	Fair Value at June 30, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Available-for-sale securities	$	16,717	$	16,717	$	—	$	—
Privately held debt and equity securities		4,875		—		—		4,875
Liabilities:
Interest rate swaps	$	3,098	$	—	$	3,098	$	—

          Other assets in the condensed consolidated balance sheets include marketable securities consisting of corporate equity securities that are classified as available for sale. Net unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of accumulated other comprehensive loss in shareholders’ equity. During the three and six months ended June 30, 2008, the Company did not recognize any realized gains and losses or write-downs related to sales or disposals of marketable securities or other-than-temporary impairments. The fair value of the Company’s available-for-sale securities is based on quoted market prices and, thus, is classified under Level 1.

          The Company holds a convertible note receivable from, and a warrant to acquire shares of, Jinsheng Group, in which the Company also holds a cost-method investment. See Note 4 for additional information. The convertible note receivable is non-interest bearing and is secured by shares of the private entity. Since the convertible note receivable is non-interest bearing and there is no active market for the entity’s debt, the Company performed an analysis on the note considering credit risk and discounting factors to determine the fair value. The warrant was valued using estimated share price and volatility variables in a Black Scholes model. Due to the significant estimates and assumptions used in the valuation of the note and warrant, the Company has classified these under Level 3. During the three and six months ended June 30, 2008, there were no changes in the fair values of the note and warrant.

          The Company uses interest rate swaps to mitigate the effect of interest rate movements on its variable-rate debt. The interest rate swaps are accounted for in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and related amendments. The Company currently has two interest rate swap agreements included in Accounts Payable and Accrued Liabilities that qualify as hedging instruments and are designated as cash flow hedges. The swaps have met the effectiveness test criteria since inception and changes in the fair values of the swaps are, thus, reported in other comprehensive income (loss) and will be reclassified into earnings in the same period or periods during which the hedged item affects earnings. The Company has engaged a third party firm to calculate the valuations for its interest rate swaps. The fair values of the Company’s interest rate swaps, classified under Level 2, are determined using a proprietary model which is based on prevailing market data for contracts with matching durations, current and anticipated London Interbank Offered Rate (“LIBOR”) information, consideration of the Company’s credit standing, credit risk of the counterparties and reasonable estimates about relevant future market conditions.

          SFAS No. 157 requires separate disclosure of assets and liabilities measured at fair value on a recurring basis from those measured at fair value on a nonrecurring basis. As of June 30, 2008, no assets or liabilities were measured at fair value on a nonrecurring basis.

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          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 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS No. 159 on January 1, 2008, and has elected not to apply the fair value option.

Note 4 – Joint Ventures

Equity Method Investments

          At June 30, 2008, the Company had investments in the following 21 entities, which are accounted for using the equity method of accounting:

Joint Venture	Property Name	Company’s Interest
CBL Brazil	Plaza Macaé	60.0	%
CBL-TRS Joint Venture, LLC	Friendly Center, The Shops at Friendly Center, Renaissance Center and a
	portfolio of six office buildings	50.0	%
Governor’s Square IB	Governor’s Plaza	50.0	%
Governor’s Square Company	Governor’s Square	47.5	%
West Melbourne I, LLC	Hammock Landing Phase I
West Melbourne II, LLC	Hammock Landing Phase II	50.0	%
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	%
JG Gulf Coast Town Center	Gulf Coast Town Center	50.0	%
Kentucky Oaks Mall Company	Kentucky Oaks Mall	50.0	%
Mall of South Carolina L.P.	Coastal Grand—Myrtle Beach	50.0	%
Mall of South Carolina 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	%
Port Orange I, LLC	The Pavilion at Port Orange	50.0	%
Port Orange II, LLC	The Landing	50.0	%
TENCO-CBL Servicos Imobiliarios S.A. (1)	N/A	50.0	%
Triangle Town Member LLC	Triangle Town Center, Triangle Town Commons and Triangle Town Place	50.0	%
Village at Orchard Hills, LLC	The Village at Orchard Hills	50.0	%
York Town Center, LP	York Town Center	50.0	%

(1) Joint venture to provide property management services.

          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,
	2008			2007			2008			2007
Revenues	$	39,633		$	23,607		$	20,575		$	11,909
Depreciation and amortization of real estate assets		(13,003	)		(7,136	)		(6,694	)		(3,621	)
Interest expense		(14,273	)		(8,346	)		(7,208	)		(4,206	)
Other operating expenses		(13,223	)		(7,169	)		(6,859	)		(3,652	)
Gain (loss) on sales of real estate assets		(6	)		1,253			—			654
Net income	$	(872	)	$	2,209		$	(186	)	$	1,084

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	Total for the Six Months Ended June 30,						Company’s Share for the Six Months Ended June 30,
	2008			2007			2008			2007
Revenues	$	77,919		$	47,169		$	40,374		$	23,807
Depreciation and amortization of real estate assets		(26,003	)		(14,032	)		(13,371	)		(7,125	)
Interest expense		(27,279	)		(16,663	)		(13,834	)		(8,398	)
Other operating expenses		(24,566	)		(14,825	)		(12,805	)		(7,512	)
Gain on sales of real estate assets		466			1,791			429			910
Net income	$	537		$	3,440		$	793		$	1,682

          In May 2007, the Company entered into a joint venture agreement with certain third parties to develop and operate The Village at Orchard Hills, a lifestyle center in Grand Rapids Township, MI. The Company holds a 50% ownership interest in the joint venture. The Company determined that its investment represented a variable interest entity and that the Company was the primary beneficiary. As a result, the joint venture was accounted for on a consolidated basis, with the interests of the third parties reflected as minority interest. During the second quarter of 2008, the Company reconsidered whether this entity was a variable interest entity and determined that it was not. As a result, the Company ceased consolidating the entity and began accounting for it as an unconsolidated affliliate using the equity method of accounting during the second quarter of 2008.

          In April 2008, the Company entered into a 50/50 joint venture, TENCO-CBL Servicos Imobiliarios S.A., with TENCO Realty S.A. to form a property management services organization in Brazil. The Company obtained its 50% interest in the joint venture by contributing cash of $1,500, agreeing to contribute an additional $500 by September 30, 2008, and agreeing to contribute future dividends up to $1,000. TENCO Realty S.A. will be responsible for managing the joint venture. Net cash flow and income (loss) will be allocated 50/50 to TENCO Realty S.A. and the Company. The Company records its investment in this joint venture using the equity method of accounting.

          Effective January 30, 2008, the Company entered into two 50/50 joint ventures, West Melbourne I, LLC and West Melbourne II, LLC, with certain affiliates of Benchmark Development (“Benchmark”) to develop Hammock Landing, an open-air shopping center in West Melbourne, Florida that will be developed in two phases. The Company obtained its 50% interests in the joint ventures by contributing cash of $9,685. The Company will develop and manage Hammock Landing. Under the terms of the joint venture agreement, any additional capital contributions are to be funded according to ownership interest. Likewise, the joint venture’s net cash flows and income (loss) will be allocated 50/50 to Benchmark and the Company. The Company records its investments in these joint ventures using the equity method of accounting.

          Effective January 30, 2008, the Company entered into two 50/50 joint ventures, Port Orange I, LLC and Port Orange II, LLC, with Benchmark to develop the Pavilion at Port Orange (the “Pavilion”), an open-air shopping center in Port Orange, Florida that will be developed in two phases. The Company obtained its 50% interests in the joint ventures by contributing cash of $13,812. The Company will develop and manage the Pavilion. Under the terms of the joint venture agreement, any additional capital contributions are to be funded according to ownership interest. Likewise, the joint ventures’ net cash flows and income (loss) will be allocated 50/50 to Benchmark and the Company. The Company records its investments in these joint ventures using the equity method of accounting.

          During the first quarter of 2008, CBL-TRS Joint Venture, a joint venture that the Company accounts for using the equity method of accounting, completed its acquisition of properties from the Starmount Company when it acquired Renaissance Center, located in Durham, NC, for $89,639 and an anchor parcel at Friendly Center, located in Greensboro, NC, for $5,000. The aggregate purchase price consisted of $58,121 in cash and the assumption of $36,518 of non-recourse debt that bears interest at a

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fixed rate of 5.61% and matures in July 2016.

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, 2008, Jinsheng owns controlling interests in four home decoration shopping centers, two general retail shopping centers and four development sites.

          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 and recognized as 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 condensed consolidated balance sheets. The Company recorded the warrant at its estimated fair value of $362, which is included in other assets in the accompanying condensed consolidated balance sheets. There have been no significant changes to the fair values of the secured note and warrant.

          During the first quarter of 2008, the Company became aware that a lender to Jinsheng had declared an event of default under its loan, claiming that the loan proceeds had been improperly advanced to a related party entity owned by Jinsheng’s founder. As a result, the lender sought to exercise its rights to register ownership of 100% of the shares of Jinsheng that were pledged as collateral for the loan. The loan was repaid in full, including interest, penalty and other charges, during the second quarter of 2008 and the pledged shares were released by the lender. The Company and its fellow investor are currently working with Jinsheng’s founder to develop a restructuring plan that includes, among other things, provisions for the future settlement of the related party receivable. Based on information to date, the Company believes the goals of the restructuring plan will be fully achieved.

Variable Interest Entities

          In October 2006, the Company entered into a loan agreement with a third party under which the Company would loan the third party up to $18,000 to fund land acquisition costs and certain predevelopment expenses for the purpose of developing a shopping center. The Company determined that its loan to the third party represented a variable interest in a variable interest entity and that the Company was the primary beneficiary. As a result, the Company consolidated this entity.

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          During the first quarter of 2008, the Company agreed to receive title to the underlying land as full payment of the $18,000 loan. The transaction had no impact on the Company’s condensed consolidated financial statements.

Note 5 – Mortgage and Other Notes Payable

          Mortgage and other notes payable consisted of the following at June 30, 2008 and December 31, 2007, respectively:

	June 30, 2008					December 31, 2007
	Amount		Weighted Average Interest Rate (1)			Amount		Weighted Average Interest Rate (1)
Fixed-rate debt:
Non-recourse loans on operating properties	$	4,253,373		5.93	%	$	4,293,515		5.93	%
Credit facility (2)		400,000		4.45	%		250,000		4.51	%
Total fixed-rate debt		4,653,373		5.80	%		4,543,515		5.85	%
Variable-rate debt:
Recourse term loans on operating properties		123,099		3.65	%		81,767		6.15	%
Credit facilities		1,104,646		3.56	%		1,165,032		6.28	%
Construction loans		117,040		3.60	%		79,004		6.20	%
Total variable-rate debt		1,344,785		3.57	%		1,325,803		6.13	%
Total	$	5,998,158		5.30	%	$	5,869,318		5.92	%

(1)	Weighted-average interest rate including the effect of debt premiums (discounts), but excluding amortization of deferred financing costs.
(2)	The Company has entered into interest rate swaps on notional amounts totaling $400,000 related to its largest secured credit facility to effectively fix the interest rate on that portion of the credit facility. Therefore, this amount is currently reflected in fixed-rate debt.

Unsecured Line of Credit

          The Company has an unsecured credit facility with total availability of $560,000 that bears interest at LIBOR plus a margin of 0.75% to 1.20% based on the Company’s leverage ratio, as defined in the agreement to the facility. Additionally, the Company pays an annual fee of 0.1% of the amount of total availability under the unsecured credit facility. The credit facility matures in August 2008 and has three one-year extension options, which are at the Company’s election. At June 30, 2008, the outstanding borrowings of $407,000 under the unsecured credit facility had a weighted average interest rate of 3.38%.

Unsecured Term Facilities

          In April 2008, the Company entered into a new unsecured term facility with total availability of $228,000 that bears interest at LIBOR plus a margin of 1.50% to 1.80% based on the Company’s leverage ratio, as defined in the agreement to the facility.  The agreement to the facility contains default provisions customary for transactions of this nature and also contains cross-default provisions for defaults of the Company’s $560,000 unsecured credit facility, $525,000 secured credit facility and the unsecured term facility used for the acquisition of certain properties from the Starmount Company or its affiliates. The facility matures in April 2011 and has two one-year extension options, which are at the Company’s election. The facility was used to pay down outstanding balances on the Company’s largest unsecured line of credit. At June 30, 2008, the outstanding borrowings of $228,000 under the unsecured term facility had a weighted average interest rate of 4.09%.

          The Company has an unsecured term facility that was obtained for the exclusive purpose of acquiring certain properties from the Starmount Company or its affiliates. The Company completed its acquisition of these properties in February 2008 and, as a result, no further draws can be made against the facility. The unsecured term facility bears interest at LIBOR plus a margin of 0.95% to 1.40% based on the Company’s leverage ratio, as defined in the agreement to the facility. Net proceeds from a sale, or the Company’s share of excess proceeds from any refinancings, of any of the properties originally purchased with borrowings from this unsecured term facility must be used to pay down any remaining outstanding balance. The agreement to the facility contains default provisions customary for transactions of this

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nature and also contains cross-default provisions for defaults of the Company’s $560,000 unsecured credit facility,  $525,000 secured credit facility and $228,000 unsecured term facility. The facility matures in November 2010 and has two one-year extension options, which are at the Company’s election. At June 30, 2008, the outstanding borrowings of $239,946 under this facility had a weighted average interest rate of 3.59%.

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 LIBOR plus a margin ranging from 0.80% to 0.90% and had a weighted average interest rate of 3.32% at June 30, 2008. 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% of unused availability. The following summarizes certain information about the secured lines of credit as of June 30, 2008:

Total Available		Total Outstanding		Maturity Date
$	525,000	$	525,000		February 2009
	105,000		67,500		June 2010
	20,000		20,000		March 2010
	17,200		17,200		April 2010
$	667,200	$	629,700

Interest Rate Swaps

          On January 2, 2008, the Company entered into a $150,000 pay fixed/receive variable interest rate swap agreement to hedge the interest rate risk exposure on an amount of borrowings on the Company’s largest secured credit facility equal to the swap notional amount. This interest rate swap hedges the risk of changes in cash flows on the Company’s designated forecasted interest payments attributable to changes in 1-month LIBOR, the designated benchmark interest rate being hedged, thereby reducing exposure to variability in cash flows relating to interest payments on the variable-rate debt. The interest rate swap effectively fixes the interest payments on the portion of debt principal corresponding to the swap notional amount at 4.353%. The swap was valued at $(979) as of June 30, 2008 and matures on December 30, 2009.

          On December 31, 2007, the Company entered into a $250,000 pay fixed/receive variable interest rate swap agreement to hedge the interest rate risk exposure on an amount of borrowings on the Company’s largest secured credit facility equal to the swap notional amount. The interest rate swap effectively fixes the interest payments on the portion of debt principal corresponding to the swap notional amount at 4.505%. The swap was valued at $(2,119) as of June 30, 2008 and matures on December 30, 2009.

          The above swaps have met the effectiveness test criteria since inception and changes in the fair values of the swaps are, thus, reported in other comprehensive income (loss) and will be reclassified into earnings in the same period or periods during which the hedged item affects earnings. The swaps’ total fair value of $(3,098) as of June 30, 2008 is included in Accounts Payable and Accrued Liabilities in the accompanying condensed consolidated balance sheet.

Letters of Credit

          At June 30, 2008, the Company had additional secured and unsecured lines of credit with a total commitment of $38,515 that can only be used for issuing letters of credit. The letters of credit outstanding under these lines of credit totaled $20,129 at June 30, 2008.

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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.

Maturities

          The weighted average remaining term of the Company’s total consolidated debt was 3.9 years at June 30, 2008 and 4.4 years at December 31, 2007. The weighted average remaining term of the Company’s consolidated fixed-rate debt was 4.5 years and 5.1 years at June 30, 2008 and December 31, 2007, respectively. The Company has thirteen loans and two lines of credit totaling $1,571,622 that are scheduled to mature before June 30, 2009. Of the total amount scheduled to mature within the next twelve months, the two lines of credit account for $932,000. The lines of credit represent the Company’s largest secured and unsecured facilities, as discussed above. The secured facility has a one-year extension option and the unsecured facility has three one-year extension options. Of the thirteen loans scheduled to mature within the next twelve months, three loans totaling $76,739 have extension options. The Company expects to extend, retire or refinance the loans.

Note 6 – Discontinued Operations

          In June 2008, the Company sold Chicopee Marketplace III in Chicopee, MA to a third party for a sales price of $7,523 and recognized a gain on the sale of $1,560. The results of operations of this property have been reclassified to discontinued operations for the three and six months ended June 30, 2008 and 2007.

          As of March 31, 2008, the Company determined that 19 of the community center and office properties originally acquired during the fourth quarter of 2007 from the Starmount Company met the criteria to be classified as held-for-sale. In conjunction with their classification as held-for-sale, the results of operations from the properties have been reclassified to discontinued operations for the three and six months ended June 30, 2008.

          In April 2008, the Company completed the sale of five of the community centers located in Greensboro, NC to three separate buyers for an aggregate sales price of $24,325. In June 2008, the Company completed the sale of one of the office properties for $1,200. The Company recorded a net gain of $1,566 during the three and six months ended June 30, 2008, attributable to these sales. The proceeds were used to retire a portion of the outstanding balance on the unsecured term facility that was originally used to purchase the properties.

          In August 2007, the Company sold Twin Peaks Mall in Longmont, CO. During December 2007, the Company sold The Shops at Pineda Ridge in Melbourne, FL. The results of operations of these properties are included in discontinued operations for the three and six months ended June 30, 2007.

          Total revenues for the properties included in discontinued operations in the accompanying condensed consolidated statements of operations were $4,490 and $9,228 for the three and six months ended June 30, 2008, respectively, and $1,821 and $3,359 for the three and six months ended June 30, 2007, respectively.

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Note 7 – 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, 2008	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	245,836		$	10,775		$	3,373		$	9,543		$	269,527
Property operating expenses (1)		(86,228	)		(2,845	)		(1,190	)		7,940			(82,323	)
Interest expense		(62,768	)		(2,301	)		(1,040	)		(10,346	)		(76,455	)
Other expense		—			—			—			(6,541	)		(6,541	)
Gain (loss) on sales of real estate assets		2,250			29			(46	)		2,040			4,273
Segment profit	$	99,090		$	5,658		$	1,097		$	2,636			108,481
Depreciation and amortization expense														(73,064	)
General and administrative expense														(11,114	)
Interest and other income														2,182
Equity in losses of unconsolidated affiliates														(186	)
Income tax provision														(3,838	)
Minority interest in earnings														(13,787	)
Income from continuning operations													$	8,674
Capital expenditures (3)	$	58,867		$	1,645		$	311		$	52,185		$	113,008

Three Months Ended June 30, 2007	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	224,346		$	10,056		$	2,002		$	9,885		$	246,289
Property operating expenses (1)		(77,051	)		(1,795	)		(504	)		6,721			(72,629	)
Interest expense		(58,756	)		(2,273	)		(997	)		(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		$	499		$	7,795			102,742
Depreciation and amortization expense														(60,491	)
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													$	22,098
Capital expenditures (3)	$	81,154		$	5,674		$	1,770		$	73,159		$	161,757

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Six Months Ended June 30, 2008	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	499,488		$	21,725		$	6,529		$	19,882		$	547,624
Property operating expenses (1)		(178,484	)		(5,490	)		(2,382	)		14,450			(171,906	)
Interest expense		(125,837	)		(4,607	)		(2,175	)		(24,060	)		(156,679	)
Other expense		—			—			—			(13,540	)		(13,540	)
Gain (loss) on sales of real estate assets		3,648			29			(44	)		3,716			7,349
Segment profit	$	198,815		$	11,657		$	1,928		$	448			212,848
Depreciation and amortization expense														(146,680	)
General and administrative expense														(23,645	)
Interest and other income														4,909
Equity in earnings of unconsolidated affiliates														793
Income tax provision														(4,195	)
Minority interest in earnings														(24,578	)
Income from continuing operations													$	19,452
Total assets	$	6,857,666		$	346,367		$	209,214		$	679,654		$	8,092,901
Capital expenditures (3)	$	111,348		$	1,912		$	22,744		$	153,368		$	289,372

Six Months Ended June 30, 2007	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	454,964		$	20,613		$	3,980		$	15,750		$	495,307
Property operating expenses (1)		(159,557	)		(4,401	)		(1,288	)		13,615			(151,631	)
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	$	182,372		$	12,073		$	691		$	11,386			206,522
Depreciation and amortization expense														(117,099	)
General and administrative expense														(20,767	)
Loss on extinguishment 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													$	47,093
Total assets	$	5,858,664		$	347,185		$	85,058		$	436,836		$	6,727,743
Capital expenditures (3)	$	143,685		$	15,666		$	9,755		$	107,138		$	276,244

(1)	Property operating expenses include property operating expenses, real estate taxes and maintenance and repairs.
(2)	The All Other category includes mortgage and other notes receivable, office buildings, the Management Company and the Company’s subsidiary that provides security and maintenance services.
(3)	Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

Note 8 – Postretirement Benefits

          Effective March 1, 2008, the Company adopted an unfunded plan to provide medical insurance coverage for up to two years to any retirees with thirty or more years of service and no eligibility for any other group health plan coverage or Medicare. The Company accounts for the plan pursuant to SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. The Company elected to account for the obligation using the transition methodology. During the six months ended June 30, 2008, the Company incurred a total charge of $172 related to the plan. There was no expense related to the plan during the three months ended June 30, 2008. Election of the transition methodology resulted in an unrecognized transition cost of $416 as of June 30, 2008.

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          On March 3, 2008, the Company’s Senior Vice President and Director of Corporate Leasing announced his retirement effective March 31, 2008. In conjunction with his retirement, the Company agreed to the payment of certain compensation and to the acceleration of the vesting of any outstanding restricted stock awards, among other items. The Company incurred a total charge of $1,216 during the six months ended June 30, 2008 related to the officer’s retirement benefits, consisting of $1,000 of base compensation, $75 of pro rata bonus compensation, $31 of health benefits and $110 of restricted stock accelerated vesting.

Note 9 – 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,
	2008			2007			2008			2007
Weighted average shares outstanding		66,326			65,648			66,214			65,607
Effect of nonvested stock awards		(344	)		(402	)		(274	)		(429	)
Denominator – basic earnings per share		65,982			65,246			65,940			65,178
Dilutive effect of:
Stock options		145			525			140			553
Nonvested stock awards		48			113			36			136
Deemed shares related to deferred compensation arrangements		31			38			30			38
Denominator – diluted earnings per share		66,206			65,922			66,146			65,905

Note 10 – Comprehensive Income

          The computation of comprehensive income for the three and six months ended June 30, 2008 and 2007 is as follows:

	Total for the Three Months Ended June 30,						Total for the Six Months Ended June 30,
	2008			2007			2008			2007
Net Income	$	15,121		$	22,688		$	26,747		$	47,731
Change in unrealized loss on interest rate hedge agreements		5,925			—			(3,098	)		—
Change in unrealized loss on available-for-sale securities		(1,165	)		(3,003	)		(4,651	)		(2,472	)
Change in foreign currency translation adjustments		1,377			—			1,577			—
Total other comprehensive income (loss)		6,137			(3,003	)		(6,172	)		(2,472	)
Comprehensive income	$	21,258		$	19,685		$	20,575		$	45,259

Note 11 – 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 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, 2008, was $53,200 of which the Company has guaranteed $26,600. The guaranty will expire when the related debt matures in June 2009. The Company has not recorded an

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obligation for this guaranty because it has determined that the fair value of the guaranty is not material.

          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  owns property adjacent to the shopping center property YTC is currently operating. 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 maximum guaranteed obligation was $20,400 as of June 30, 2008. 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 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, 2008 on the loans was $27,827 of which the Company has guaranteed $7,513. The Company has recorded an obligation of $315 in the accompanying condensed consolidated balance sheets as of June 30, 2008 and December 31, 2007 to reflect the estimated fair value of the guaranty.

          The Company has issued various bonds that it would have to satisfy in the event of non-performance. At June 30, 2008, the total amount outstanding on these bonds was $44,708.

Note 12 – Share-Based Compensation

          The compensation cost that was charged against income was $871 and $935 for the three months ended June 30, 2008 and 2007, respectively, and $2,171 and $2,198 for the six months ended June 30, 2008 and 2007, respectively. Compensation cost capitalized as part of real estate assets was $245 and $204 for the three months ended June 30, 2008 and 2007, respectively, and $522 and $391 for the six months ended June 30, 2008 and 2007, respectively.

          The Company’s stock option activity for the six months ended June 30, 2008 is summarized as follows:

	Shares			Weighted Average Exercise Price
Outstanding at January 1, 2008		652,030		$	15.71
Exercised		(44,015	)		13.26
Outstanding at June 30, 2008		608,015			15.89
Vested and exercisable at June 30, 2008		608,015			15.89

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          A summary of the status of the Company’s stock awards as of June 30, 2008, and changes during the six months ended June 30, 2008, is presented below:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2008		298,330		$	36.73
Granted		120,691			24.24
Vested		(126,671	)		32.12
Forfeited		(8,250	)		33.85
Nonvested at June 30, 2008		284,100			33.58

          As of June 30, 2008, there was $8,321 of total unrecognized compensation cost related to the nonvested stock awards granted under the plan, which is expected to be recognized over a weighted average period of 2.8 years.

Note 13 – Noncash Investing and Financing Activities

          The Company’s noncash investing and financing activities were as follows for the six months ended June 30, 2008 and 2007:

	Six Months Ended June 30,
	2008		2007
Accrued dividends and distributions	$	64,379	$	59,305
Additions to real estate assets accrued but not yet paid		33,182		37,471
Reclassification of developments in progress to mortgage and other  notes receivable		6,596		6,528
Note receivable received for real estate assets		2,924		3,735
Minority interest issued in acquisition of real estate assets		—		330

Note 14 – 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 $3,838 and $948 for the three months ended June 30, 2008 and 2007, respectively. The income tax provision in 2008 consisted of a current and deferred income tax provision of $2,235 and $1,603, respectively. The income tax provision in 2007 consisted of a current income tax benefit of $244 and a deferred income tax provision of $1,192.

          The Company recorded an income tax provision of $4,195 and $1,751 for the six months ended June 30, 2008 and 2007, respectively. The income tax provision in 2008 consisted of a current and deferred income tax provision of $3,736 and $459, respectively. The income tax provision in 2007 consisted of a current and deferred income tax provision of $895 and $856, respectively.

          The Company had a net deferred tax asset of $3,873 at June 30, 2008 and $4,332 at December 31, 2007. The net deferred tax asset at June 30, 2008 and December 31, 2007 consisted primarily of operating expense accruals and differences between book and tax depreciation.

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          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 consolidated statement of operations. In addition, any interest incurred on tax assessments is reported as interest expense. The Company reported nominal interest and penalty amounts for the three and six months ended June 30, 2008 and 2007, respectively.

Note 15 – Subsequent Events

          Subsequent to June 30, 2008, the Company entered into a contract for the sale of New Garden Center, a community center located in Greensboro, NC for $19.5 million. This center is reported in the real estate held for sale classification on the Company’s consolidated balance sheet as of June 30, 2008 and is included in discontinued operations in the Company’s consolidated statements of operations for the three and six months ended June 30, 2008. The sale is expected to close during August 2008.

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 malls and open-air and community shopping centers. Our shopping center properties are located in 27 states, but primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

          As of June 30, 2008, we owned controlling interests in 75 regional malls/open-air centers, 28 associated centers (each adjacent to a regional shopping mall), eight community centers and 13 office buildings, including 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, 2008, we owned noncontrolling interests in nine regional malls/open-air centers, four associated centers, three community centers and six office buildings. 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 five mall

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expansions, two associated/lifestyle centers (one of which is owned in a joint venture), one mixed-use center and six community/open-air centers (five of which are owned in joint ventures) under construction at June 30, 2008.

          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.

          We were pleased with the positive growth in Funds From Operations (“FFO”) for the three and six months ended June 30, 2008 compared with the respective prior year periods, especially in light of the current retail climate. FFO was positively impacted by the properties acquired in 2007, decreased interest expense on our variable rate debt and higher lease termination fees and outparcel sales. Partially offsetting these increases were higher income tax expense, bad debt expense and abandoned project costs. FFO is a key performance measure for real estate companies. Please see the more detailed discussion of this measure on page 41.

          Despite the tight credit markets, in April 2008, we successfully closed on a new, unsecured term facility of $228.0 million. In addition, we have several new developments, redevelopments and expansions in process for which the equity has been funded and construction financing for the balance of each project’s cost is already in place.

          Store closures and bankruptcies have significantly increased in 2008. During July 2008, Steve & Barry’s announced that it had filed for bankruptcy. This tenant represents our largest outstanding bankruptcy exposure. However, overall store closures and tenant bankruptcies through June 30, 2008 have represented less than one percent of total revenues. We have a group dedicated to exploring strategies designed to limit the  impact from store closures, including temporary tenants, options for space redevelopment, signing junior anchor replacements, and other alternative uses.

          Aside from concerns surrounding the economy and credit markets, our 2008 results are beginning to reflect the benefits from the expansions and enhancements that we made to our existing portfolio in 2007, as well as the properties that we acquired in the latter part of that year. Our new development projects that are scheduled to open in 2008 should serve to maintain the positive momentum. We saw this first-hand at the grand opening of Pearland Town Center in July 2008. This project represents our first mixed-use development combining retail, hotel, office and residential components. The center opened 85% leased and committed and 70% occupied.

RESULTS OF OPERATIONS

          We have acquired or opened five malls/open-air centers, one associated center, 13 community centers and 19 office buildings since January 1, 2007 (collectively referred to as the “New Properties”). These transactions impact the comparison of the results of operations for the three and six months ended June 30, 2008 to the results of operations for the comparable periods ended June 30, 2007. Properties that were in operation as of January 1, 2007 and June 30, 2008 are referred to as the “Comparable Properties.” We do not consider a property to be one of the Comparable Properties until it has been owned or open for one complete calendar year. Any reference to the New Properties in this section excludes those properties that are accounted for using the equity method of accounting or that are included in Discontinued Operations. The New Properties are as follows:

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		Date Acquired /
Property	Location	Opened
Acquisitions:
Chesterfield Mall	St. Louis, MO	Oct-07
Mid Rivers Mall	St. Peters, MO	Oct-07
South County Center	St. Louis, MO	Oct-07
West County Center	St. Louis, MO	Oct-07
Friendly Center and The Shops at Friendly (50/50 joint venture) (1)	Greensboro, NC	Nov-07
Brassfield Square (2) (3)	Greensboro, NC	Nov-07
Caldwell Court (2) (3)	Greensboro, NC	Nov-07
Garden Square (2) (3)	Greensboro, NC	Nov-07
Hunt Village (2) (3)	Greensboro, NC	Nov-07
New Garden Center (2)	Greensboro, NC	Nov-07
Northwest Centre (2) (3)	Greensboro, NC	Nov-07
Oak Hollow Square (2)	High Point, NC	Nov-07
Westridge Square (2)	Greensboro, NC	Nov-07
1500 Sunday Drive Office Building (2)	Raleigh, NC	Nov-07
Portfolio of Five Office Buildings (2) (4)	Greensboro, NC	Nov-07
Portfolio of Two Office Buildings (2)	Chesapeake, VA	Nov-07
Portfolio of Four Office Buildings (2)	Newport News, VA	Nov-07
Portfolio of Six Office Buildings (50/50 joint venture) (1)	Greensboro, NC	Nov-07
CBL Center II	Chattanooga, TN	Jan-08
Renaissance Center (50/50 joint venture) (1)	Durham, NC	Feb-08
New Developments:
The Shoppes at St. Clair Square	Fairview Heights, IL	Mar-07
Alamance Crossing East	Burlington, NC	Aug-07
York Town Center (50/50 joint venture) (1)	York, PA	Sep-07
Cobblestone Village at Palm Coast	Palm Coast, FL	Oct-07
Milford Marketplace	Milford, CT	Oct-07

(1)	These properties are held in entities that are accounted for using the equity method of accounting. Therefore, the results of operations for these properties are included in Equity in Earnings of Unconsolidated Affiliates in the accompanying condense consolidated statements of operations.
(2)	These properties are included in Discontinued Operations for the three and six months ended June 30, 2008.
(3)	These properties were sold in April 2008.
(4)	One office building was sold in June 2008.

Comparison of the Three Months Ended June 30, 2008 to the Three Months Ended June 30, 2007

Revenues

          The $23.2 million increase in rental revenues and tenant reimbursements was attributable to an increase of $23.0 million from the New Properties and an increase of $0.2 million from the Comparable Properties. The increase in revenues of the Comparable Properties was driven by higher lease termination fees of $1.4 million and base rents of $1.0 million, partially offset by decreases in percentage rents and tenant reimbursements of $0.5 million and $0.5 million, respectively, and a decrease in below-market lease amortization of $1.1 million. The lease termination fees were primarily attributable to a tenant who recently closed their remaining nine locations with us. We have already executed leases on six of these nine locations. Base rents have increased for new and renewal leases. As of June 30, 2008 base rents increased to $29.17 per square foot for stabilized malls, compared to $28.00 per square foot as of June 30, 2007. Percentage rents decreased during the current quarter due to lower sales.  Below-market lease amortization decreased due to a higher amount of write-offs in the prior year quarter combined with an increasing number of tenant leases becoming fully amortized in the piror year.

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          Our cost recovery ratio declined to 96.7% for the three months ended June 30, 2008 from 102.8% for the prior year quarter.  We are in the process of converting tenants to a fixed common area maintenance ("CAM") charge as compared to a pro rata charge that was applicable to more tenants in the prior year quarter. Approximately 75% of our leases have been converted to fixed CAM. Due to the conversion, the recovery ratio will fluctuate during the year as seasonal items impact the ratio. The decline in the current quarter is primarily the result of increased bad debt expense.

          The decrease in management, development and leasing fees of $1.5 million was mainly attributable to a decrease of $0.5 million in each of development fees, leasing fees and financing fees primarily related to our joint ventures. We received one-time fees during the prior year quarter from Triangle Town Center and Gulf Coast Town Center.

Operating Expenses

          Property operating expenses, including real estate taxes and maintenance and repairs, increased $9.7 million as a result of $8.1 million of expenses attributable to the New Properties and $1.6 million related to the Comparable Properties. The increase in property operating expenses of the Comparable Properties is primarily attributable to increases in bad debt expense and real estate tax expense.

          The increase in depreciation and amortization expense of $12.6 million resulted from an increase of $13.3 million from the New Properties and a decrease of $0.7 million from the Comparable Properties. The decrease attributable to the Comparable Properties is due to a reduction in amortization expense related to tenant allowances.

          General and administrative expenses increased $0.5 million primarily as a result of increases in state taxes. As a percentage of revenues, general and administrative expenses decreased to 4.1% for the second quarter of 2008 compared with 4.3% for the prior year quarter.

          Other expenses increased $1.7 million primarily due to increased expenses of $1.1 million related to our subsidiary that provides security and maintenance services to third parties and due to an increase of $0.6 million in abandoned projects expense.

Other Income and Expenses

          Interest expense increased $7.6 million primarily due to the debt on the New Properties, the refinancings that were completed in the prior year on the Comparable Properties and borrowings outstanding that were used to redeem our 8.75% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) in June 2007. While we experienced a decrease in the weighted average fixed and variable interest rates as compared to the second quarter of 2007, the total outstanding principal amounts have increased.

          During the second quarter of 2008, we recognized gain on sales of real estate assets of $4.3 million related to the sale of five parcels of land during the quarter and one parcel of land for which the gain had previously been deferred. The gain of $2.7 million in the second quarter of 2007 related to the recognition of gain on one parcel of land for which the gain had previously been deferred.

          Equity in earnings of unconsolidated affiliates decreased by $1.3 million during the second quarter of 2008 compared to the prior year quarter, primarily due to higher interest expense on debt, the write-off of an above-market lease intangible and higher depreciation expense from the acquisition of new properties by CBL-TRS Joint Venture, LLC.

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          The income tax provision of $3.8 million for the three months ended June 30, 2008 relates to the earnings of our taxable REIT subsidiary. The income tax provision increased by $2.9 million primarily due to the significantly larger amount of gains in the current year period related to sales of outparcels and discontinued operations. The provision consists of current and deferred income taxes of $2.2 million and $1.6 million, respectively. During the three months ended June 30, 2007, we recorded an income tax provision of $1.0 million, consisting of a provision for deferred income taxes of $1.2 million, partially offset by a current tax benefit of $0.2 million. We have cumulative share-based compensation deductions that can be used to offset the current income tax payable; therefore, the payable for current income taxes has been reduced to zero by recognizing a portion of the benefit of the cumulative share-based compensation deductions.

          We recognized income from discontinued operations of $3.3 million during the second quarter of 2008, compared to $0.6 million during the second quarter of 2007. Discontinued operations for the three months ended June 30, 2008 reflect the operating results of 19 retail and office properties that meet the criteria for held-for-sale classification. These properties were originally acquired in the fourth quarter of 2007. Discontinued operations for the 2008 quarter also include the results of Chicopee Marketplace III, a community center located in Chicopee, MA. Discontinued operations for the three months ended June 30, 2007 reflect the results of operations of Twin Peaks Mall and The Shops at Pineda Ridge, plus the true up of estimated expenses to actual amounts for properties sold during previous years.

          We recognized a gain on the sale of discontinued operations of $3.1 million during the three months ended June 30, 2008. During this time, we sold five community centers and an office property, all located in Greensboro, NC, for an aggregate sales price of $25.5 million and recognized a gain of $1.6 million. We also sold Chicopee Marketplace III for an aggregate sales price of $7.5 million and recognized a gain of $1.5 million.

          Preferred dividends decreased $5.8 million during the three months ended June 30, 2008 due to the redemption of 2,000,000 shares of Series B Preferred Stock in June 2007. In connection with the 2007 redemption, we incurred 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 preferred stock was issued. This charge was recorded as additional preferred dividends.

Comparison of the Six Months Ended June 30, 2008 to the Six Months Ended June 30, 2007

Revenues

          The $50.4 million increase in rental revenues and tenant reimbursements was attributable to an increase of $51.4 million from the New Properties, partially offset by a decrease of $1.0 million from the Comparable Properties. The decrease in revenues of the Comparable Properties was driven by a decline in percentage rents of $2.2 million, partially offset by an increase in tenant reimbursements of $1.1 million. Percentage rents declined due to reduced sales. The current period tenant reimbursements reflect increases in reimbursements for real estate taxes and central utilities expenses which had increased in the latter part of the previous fiscal year.

          Our cost recovery ratio declined to 96.4% for the six months ended June 30, 2008 from 100.7% for the prior-year period. The decline in the current period results primarily from increases of $3.2 million in bad debt expense and $1.0 million in snow removal expense.

          Other revenues increased by $1.6 million primarily due to increased income related to our subsidiary that provides security and maintenance services to third parties.

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Operating Expenses

          Property operating expenses, including real estate taxes and maintenance and repairs, increased $20.3 million as a result of $15.8 million of expenses attributable to the New Properties and $4.5 million related to the Comparable Properties. The increase in property operating expenses of the Comparable Properties is attributable to increases in annual compensation for property management personnel, bad debt expense and real estate tax expense.

          The increase in depreciation and amortization expense of $29.6 million resulted from increases of $25.3 million from the New Properties and $4.3 million from the Comparable Properties. The increase attributable to 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 $2.9 million primarily as a result of increases in payroll and due to certain benefits related to the retirement of our Senior Vice President and Director of Corporate Leasing during the first quarter of 2008. As a percentage of revenues, general and administrative expenses increased to 4.3% for the six months ended June 30, 2008 compared with 4.2% for the prior year period.

          Other expenses increased $5.1 million primarily due to increased expenses of $2.8 million related to our subsidiary that provides security and maintenance services to third parties and due to an increase of $2.3 million in abandoned projects expense.

Other Income and Expenses

          Interest expense increased $21.7 million primarily due to the debt on the New Properties, the refinancings that were completed in the prior year on the Comparable Properties and borrowings outstanding that were used to redeem our Series B preferred stock in June 2007. While we experienced a decrease in the weighted average fixed and variable interest rates as compared to the comparable period of 2007, the total outstanding principal amounts have increased.

          During the six months ended June 30, 2008, we recognized gain on sales of real estate assets of $7.3 million related to the sale of nine parcels of land during the period and one parcel of land for which the gain had previously been deferred. The gain of $6.2 million in the six months ended June 30, 2007 related to the sale of seven land parcels and two parcels of land for which the gains had previously been deferred.

          Equity in earnings of unconsolidated affiliates decreased by $0.9 million during the six months ended June 30, 2008, primarily due to higher interest expense on debt, the write-off of an above-market lease intangible and higher depreciation expense from the acquisition of new properties by CBL-TRS Joint Venture, LLC. In addition, Gulf Coast Town Center has experienced losses due to interest and depreciation expense. These are partially offset by improvements at various of our other joint venture properties.

          The income tax provision of $4.2 million for the six months ended June 30, 2008 relates to the earnings of our taxable REIT subsidiary. The income tax provision increased by $2.4 million primarily due to the significantly larger amount of gains in the current year period related to sales of outparcels and discontinued operations. The provision consists of current and deferred income taxes of $3.7 million and $0.5 million, respectively. During the six months ended June 30, 2007, we recorded an income tax provision of $1.8 million, consisting of a provision for current and deferred income taxes of $0.8 million and $0.8 million, respectively. We have cumulative share-based

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compensation deductions that can be used to offset the current income tax payable; therefore, the payable for current income taxes has been reduced to zero by recognizing a portion of the benefit of the cumulative share-based compensation deductions.

          We recognized income from discontinued operations of $4.2 million during the six months ended June 30, 2008, compared to $0.7 million during the six months ended June 30, 2007. Discontinued operations for the six months ended June 30, 2008 reflect the operating results of 19 retail and office properties that meet the criteria for held-for-sale classification. These properties were originally acquired in the fourth quarter of 2007. Discontinued operations for 2008 also include the results of Chicopee Marketplace III, a community center located in Chicopee, MA. Discontinued operations for the three months ended June 30, 2007 reflect the results of operations of Twin Peaks Mall and The Shops at Pineda Ridge, plus the true up of estimated expenses to actual amounts for properties sold during previous years.

          We recognized a gain on the sale of discontinued operations of $3.1 million during the six months ended June 30, 2008, compared to a $0.1 million loss during the six months ended June 30, 2007. During the six months ended June 30, 2008, we sold five community centers and an office property, all located in Greensboro, NC, for an aggregate sales price of $25.5 million and recognized a gain of $1.6 million. We also sold Chicopee Marketplace III for an aggregate sales price of $7.5 million and recognized a gain of $1.5 million.

          Preferred dividends decreased $8.0 million during the six months ended June 30, 2008 due to the redemption of 2,000,000 shares of Series B Preferred Stock in June 2007. In connection with the 2007 redemption, we incurred 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 preferred stock was issued. This charge was recorded as additional preferred dividends.

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, which generally results in higher percentage rent income in the fourth quarter. 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 Imperial Valley Mall in El Centro, CA, which opened in March 2005; Southaven Towne Center in Southaven, MS, which opened in October 2005; Gulf Coast Town Center in Ft. Myers, FL, which opened in November 2005; and Alamance Crossing East in Burlington, NC which opened in August 2007.

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

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	Six Months Ended June 30,
	2008			2007
Malls		91.2	%		91.8	%
Associated centers		4.0	%		4.2	%
Community centers		1.2	%		0.8	%
Mortgages, office building and other		3.6	%		3.2	%

          Mall store sales for the trailing twelve months ended June 30, 2008 on a comparable per square foot basis were $341 per square foot compared with $349 per square foot in the prior year period, a decline of 2.3%. Current year sales numbers have been impacted by the general weakness in the economy and a reduction in our mall occupancy.

          Our portfolio occupancy, including centers acquired in 2007, is summarized in the following table:

	At June 30,
	2008			2007
Total portfolio occupancy		91.4	%		91.6	%
Total mall portfolio		90.9	%		91.7	%
Stabilized malls		91.0	%		92.2	%
Non-stabilized malls		89.5	%		82.1	%
Associated centers		94.1	%		92.3	%
Community centers		92.4	%		82.7	%

          Excluding the centers acquired in 2007, our total portfolio occupancy at June 30, 2008 was equal to the prior year at 91.6%

          While bankruptcies and store closures have certainly increased, store closures through the second quarter of 2008 represent less than one percent of total annual revenues. Steve & Barry’s, Linens n’ Things, Goody’s, The Disney Store, Whitehall and Friedman’s are the major retailers that have declared bankruptcy recently. We are working diligently to minimize any resulting available occupancies and are pleased with our progress to date.

          Our largest outstanding bankruptcy exposure is Steve & Barry’s. We have 21 Steve & Barry’s locations in our portfolio totaling 813,000 square feet and representing $7.3 million of annual gross rents. At this time, we have not received any substantial information on the future status of these locations. We have written off accounts receivable of approximately $0.6 million related to this tenant as of June 30, 2008. 

          Linens n’ Things currently leases 13 locations from us representing approximately $4.8 million of annual gross rents and 359,000 square feet. We have been advised that four of these locations will close, representing annual gross rents totaling approximately $1.4 million and 108,000 square feet.

          We have nine Goody’s locations representing 315,000 square feet and approximately $3.1 million in annual gross rents. We have been notified that Goody’s will close five locations representing approximately $1.9 million in annual gross rents.  We currently have a replacement tenant for one of the locations.

          We have 16 The Disney Stores representing 71,000 square feet and approximately $2.9 million in annual gross rents. Eight of these stores are expected to remain open and we have replacement tenants for two of the eight closed stores representing 44,000 square feet and approximately $1.8 million in annual gross rents.

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          Whitehall currently leases 24 locations from us representing 27,000 square feet and approximately $2.6 million in annual gross rents. We have not been notified of any store closures at this time.

          We have 23 Friedman’s stores representing 34,000 square feet and $2.3 million in annual gross rents. Whitehall assumed six locations prior to their bankruptcy filing. We are in the process of leasing the remaining locations.

          Leasing

          During the second quarter of 2008 we signed a total of approximately 1.4 million square feet of leases including approximately 0.5 million square feet of development leases and approximately 0.9 million square feet of leases in our operating portfolio. The 0.9 million square feet in our operating portfolio was comprised of approximately 0.4 million square feet of new leases and approximately 0.5 million square feet of renewal leases. This compares with a total approximately 1.2 million square feet of leases signed in the second quarter of 2007, including approximately 0.3 million square feet of development leases and approximately 0.9 million square feet of leases in our operating portfolio. The 0.9 million square feet in our operating portfolio was comprised of approximately 0.4 million square feet of new leases and approximately 0.5 million square feet of renewal leases. To date, we have completed approximately 81% of our 2008 renewals.

          Average annual base rents per square foot were as follows for each property type:

	At June 30,
	2008		2007
Stabilized malls	$	29.17	$	28.00
Non-stabilized malls		24.84		28.29
Associated centers		11.60		12.09
Community centers		14.05		15.09
Office		17.52		19.53

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           Results from new and renewal leasing of comparable small shop space during the three and six months ended June 30, 2008 for spaces that were previously occupied are as follows:

	Square Feet	Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial			New Average Gross Rent PSF (2)		% Change Average
Quarter:
All Property Types (1)	642,400	$	36.22	$	38.33		5.8	%	$	39.61	9.4	%
Stabilized malls	555,570		38.99		41.44		6.3	%		42.89	10.0	%
New leases	207,535		40.23		44.89		11.6	%		47.45	17.9	%
Renewal leases	348,035		38.26		39.39		3.0	%		40.17	5.0	%
Year to Date:
All Property Types (1)	1,515,351		35.84		38.84		8.4	%		39.88	11.3	%
Stabilized malls	1,375,961		37.60		40.86		8.7	%		41.98	11.6	%
New leases	376,297		42.17		49.05		16.3	%		51.47	22.1	%
Renewal leases	999,664		35.88		37.78		5.3	%		38.41	7.1	%

(1)	Includes stabilized malls, associated centers, community centers and other.
(2)	Average Gross Rent does not incorporate allowable future increases for recoverable common area expenses.

LIQUIDITY AND CAPITAL RESOURCES

          There was $69.1 million of cash and cash equivalents as of June 30, 2008, an increase of $3.3 million from December 31, 2007. 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 provided by operating activities during the six months ended June 30, 2008, decreased $13.9 million to $190.5 million from $204.4 million during the six months ended June 30, 2007. The decrease was primarily attributable to higher interest expense incurred in the current year period, partially offset by operations of the New Properties.

Debt

          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 consolidated properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):

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	Consolidated		Minority Interests			Unconsolidated Affiliates		Total		Weighted Average Interest Rate (1)
June 30, 2008:
Fixed-rate debt:
Non-recourse loans on operating properties	$	4,253,373	$	(23,909	)	$	409,702	$	4,639,166	5.89	%
Credit facility (2)		400,000		—			—		400,000	4.45	%
Total fixed-rate debt		4,653,373		(23,909	)		409,702		5,039,166	5.78	%
Variable-rate debt:
Recourse term loans on operating properties		123,099		(910	)		54,117		176,306	3.58	%
Construction loans		117,040		—			10,648		127,688	4.87	%
Land Loans		—		—			9,380		9,380	4.39	%
Credit facilities		1,104,646		—			—		1,104,646	3.56	%
Total variable-rate debt		1,344,785		(910	)		74,145		1,418,020	3.59	%
Total	$	5,598,158	$	(24,819	)	$	483,847	$	6,457,186	5.30	%
	Consolidated		Minority Interests			Unconsolidated Affiliates		Total		Weighted Average Interest Rate (1)
December 31, 2007:
Fixed-rate debt:
Non-recourse loans on operating properties	$	4,293,515	$	(24,236	)	$	335,903	$	4,605,182	5.85	%
Credit facility (2)		250,000		—			—		250,000	4.51	%
Total fixed-rate debt		4,543,515		(24,236	)		335,903		4,855,182	5.79	%
Variable-rate debt:
Recourse term loans on operating properties		81,767		—			44,104		125,871	6.19	%
Construction loans		79,004		(2,517	)		5,371		81,858	6.28	%
Credit facilities		1,165,032		—			—		1,165,032	6.12	%
Total variable-rate debt		1,325,803		(2,517	)		49,475		1,372,761	6.14	%
Total	$	5,869,318	$	(26,753	)	$	385,378	$	6,227,943	5.87	%

(1)	Weighted average interest rate including the effect of debt premiums (discounts), but excluding amortization of deferred financing costs.
(2)	We have interest rate swaps on notional amounts totaling $400,000 and $250,000 as of June 30, 2008 and December 31, 2007, respectively, related to our largest secured credit facility to effectively fix the interest rate on that portion of the credit facility. Therefore, this amount is currently reflected in fixed-rate debt.

          We have an unsecured credit facility with total availability of $560.0 million, of which $407.0 million was outstanding as of June 30, 2008. The unsecured credit facility bears interest at LIBOR plus a margin of 0.75% to 1.20% based on our leverage ratio, as defined in the agreement. Additionally, we pay an annual fee of 0.1% of the amount of total availability under the unsecured credit facility. The credit facility matures in August 2008 and has three one-year extension options, which are at our election. We intend to exercise our first option to extend the maturity date of this facility to August 2009. At June 30, 2008, the outstanding borrowings under the unsecured credit facility had a weighted average interest rate of 3.38%.

          We have four secured lines of credit with total availability of $667.2 million, of which $629.7 million was outstanding as of June 30, 2008. 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 credit facilities had a weighted average interest rate of 3.32% at June 30, 2008.

          In April 2008, we entered into a new unsecured term facility with total availability of $228.0 million, of which the full amount was outstanding as of June 30, 2008. The unsecured term facility bears interest at LIBOR, plus a margin of 1.50% to 1.80% based on our leverage, as defined in the agreement to the facility. The agreement to the facility contains default provisions customary for transactions of this nature and also contains cross-default provisions for defaults of our $560.0 million unsecured credit facility, $525.0 million  secured credit facility and our unsecured term facility used for the acquisition of certain properties from the Starmount Company or its affiliates. The facility matures in April 2011 and has two one-year extension options, which are at our election. At June 30, 2008, the outstanding borrowings under the unsecured term facility had a weighted average interest rate of 4.09%. The borrowings were used to pay down outstanding balances on our largest unsecured line of credit.

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          We have an unsecured term facility that was obtained for the exclusive purpose of acquiring certain properties from the Starmount Company or its affiliates. We completed the acquisition of these properties in February 2008 and, as a result, no further draws can be made against the facility. The unsecured term facility bears interest at LIBOR plus a margin of 0.95% to 1.40% based on our leverage ratio, as defined in the agreement to the facility. Net proceeds from a sale, or our share of excess proceeds from any refinancings, of any of the properties originally purchased with borrowings from this unsecured term facility must be used to pay down any remaining outstanding balance. The agreement to the facility contains default provisions customary for transactions of this nature and also contains cross-default provisions for defaults of our $560.0 million unsecured credit facility, $525.0 million secured credit facility and $228.0 million unsecured term facility. The facility matures in November 2010 and has two one-year extension options, which are at our election. At June 30, 2008, the outstanding borrowings of $239.9 million under this facility had a weighted average interest rate of 3.59%.

          We also have secured and unsecured lines of credit with total availability of $38.5 million that are used only to issue letters of credit. There was $20.1 million outstanding under these lines at June 30, 2008.

          On January 2, 2008, we entered into a $150.0 million pay fixed/receive variable interest rate swap agreement to hedge the interest rate risk exposure on an amount of borrowings on our largest secured credit facility equal to the swap notional amount. This interest rate swap hedges the risk of changes in cash flows on our designated forecasted interest payments attributable to changes in 1-month LIBOR, the designated benchmark interest rate being hedged, thereby reducing exposure to variability in cash flows relating to interest payments on the variable-rate debt. The interest rate swap fixes the interest payments on the portion of debt principal corresponding to the swap notional amount at 4.353%. The swap was valued at $(1.0) million as of June 30, 2008 and matures on December 30, 2009.

          On December 31, 2007, we entered into a $250.0 million pay fixed/receive variable interest rate swap agreement to hedge the interest rate risk exposure on an amount of borrowings on our largest secured credit facility equal to the swap notional amount. The interest rate swap effectively fixes the interest payments on the portion of debt principal corresponding to the swap notional amount at 4.505%. The swap was valued at $(2.1) million as of June 30, 2008 and matures on December 30, 2009.

          The weighted average remaining term of our total debt, based on pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding minority investors' share of consolidated properties,  was 4.1 years at June 30, 2008 and 4.6 years at December 31, 2007. The weighted average remaining term of our pro rata share of fixed-rate debt was 4.8 years and 5.3 years at June 30, 2008 and December 31, 2007, respectively. We have sixteen loans and two lines of credit totaling $1,593.7 million that are scheduled to mature before June 30, 2009. Of the total amount scheduled to mature within the next twelve months, the two lines of credit account for $932.0 million. The lines of credit represent our largest secured and unsecured facilities, as discussed above. The secured facility has a one-year extension option and the unsecured facility has three one-year extension options. Of the sixteen loans scheduled to mature within the next twelve months, four loans totaling $103.3 million have extension options and five loans totaling $251.6 million have term sheets and commitments for refinancing already in place. We anticipate completing the five new loans prior to the end of the third quarter of 2008. We expect to extend, retire or refinance our maturing loans.

          As of June 30, 2008 and December 31, 2007, our share of consolidated and unconsolidated variable-rate debt represented 22.0% of our total share of debt. As of June 30, 2008, our share of consolidated and unconsolidated variable-rate debt represented 15.1% of our total market capitalization (see Equity below) as compared to 14.7% as of December 31, 2007.

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          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, 2008.

Equity

          During the six months ended June 30, 2008, we received $0.8 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 $83.1 million to holders of our common stock and our preferred stock, as well as $67.9 million in distributions to the minority interest investors in our Operating Partnership and certain shopping center properties.

          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. However, the ratio had increased as of June 30, 2008 due to a decline in the market price of our common stock. Our bank covenants are based on gross asset values and are, therefore, not subject to market fluctions in our stock price. 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, 2008 (in thousands, except stock prices):

	Shares Outstanding		Stock Price (1)		Value
Common stock and operating partnership units		116,960	$	22.84	$	2,671,366
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						2,961,366
Company’s share of total debt						6,457,186
Total market capitalization					$	9,418,552
Debt-to-total-market capitalization ratio						68.6	%

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 30, 2008. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

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 obtain construction loans for new developments and major expansions and renovations of our existing properties. We do not expect to pursue these activities unless adequate sources of funding are available and a satisfactory budget with targeted returns on investment has been internally approved.

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          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, 2008 (dollars in thousands):

Properties Opened Year-to-date

		Total Project Square Feet	CBL’s Share of
Property	Location		Total Cost		Cost To Date		Date Opened	Initial Yield(a)
Mall Expansions:
Cary Towne Center - Mimi’s Café	Cary, NC	6,674	$	2,243	$	1,069	Spring-08	15.0	%
Coastal Grand - Ulta Cosmetics	Myrtle Beach, SC	10,000		1,494		1,494	Spring-08	8.7	%
Coastal Grand - JCPenney (g)	Myrtle Beach, SC	103,395		NA		NA	Spring-08	NA
Brookfield Square - Claim Jumpers	Brookfield, WI	12,000		3,430		2,802	Summer-08	11.9	%
Office:
CBL Center II	Chattanooga, TN	74,598		17,120		12,580	January-08	8.6	%
		206,667	$	24,287	$	17,945

Announced Property Renovations and Redevelopments

		Total Project Square Feet	CBL’s Share of
Property	Location		Total Cost		Cost To Date		Opening Date	Initial Yield(a)
Redevelopments:
Parkdale Mall - Former Dillards (Phase I & II)	Beaumont, TX	70,220	$	29,266	$	14,723	Jan-08/Fall-08	6.6	%
West County Center - Former Lord & Taylor	St. Louis, MO	90,687		34,149		14,371	Spring-09	9.9	%
Mall Renovations:
Brookfield Square	Brookfield, WI	1,132,984		18,100		13,100	Fall-08	NA
Georgia Square	Athens, GA	674,738		16,900		13,801	Spring-08	NA
		1,968,629	$	98,415	$	55,995
NA = Not Applicable

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Properties Under Development at June 30, 2008

		Total Project Square Feet	CBL’s Share of
Property	Location		Total Cost		Cost To Date		Opening Date	Initial Yield(a)
Mall Expansions:
Asheville Mall - Barnes & Noble	Asheville, NC	40,000	$	11,684	$	2,617	Spring-09	5.3%
High Pointe Commons - Christmas Tree Shops	Harrisburg, PA	34,938		6,247		1,781	Fall-08	9.0%
Laurel Park Place - Food Court	Detroit, MI	30,051		4,802		1,661	Winter-08	11.2%
Oak Park Mall - Barnes & Noble	Kansas City, KS	35,539		9,619		4,111	Spring-09	6.9%
Southpark Mall - Foodcourt	Colonial Heights, VA	17,150		7,755		5,199	Summer-08	11.0%
Associated/Lifestyle Centers:
Brookfield Square - Corner Development	Brookfield, WI	19,745		8,372		1,537	Winter-08	8.0%
Imperial Valley Commons (Phase I) (b)	El Centro, CA	610,966		11,471		22,568	Summer-10/Summer-11	8.1%
Mixed -Use Center:
Pearland Town Center (Retail Portion)	Pearland, TX	692,604		150,015		124,732	Summer-08	7.8%
Pearland Town Center (Hotel Portion)	Pearland, TX	72,500		17,712		10,226	Summer-08	8.4%
Pearland Town Center (Residential Portion)	Pearland, TX	68,110		10,529		6,081	Summer-08	8.8%
Pearland Town Center (Office Portion)	Pearland, TX	51,560		9,385		248	Summer-08	8.7%
Community/Open-Air Centers:
Alamance Crossing - Theater/Shops	Burlington, NC	82,997		18,882		11,342	Spring-08	8.4%
Hammock Landing (Phase I) (d)	West Melbourne, FL	446,369		38,648		36,174	Spring-09	7.5%
Settlers Ridge (b)	Robinson Township, PA	508,192		117,105		40,195	Summer-09	7.8%
Statesboro Crossing (e)	Statesboro, GA	160,238		26,206		16,732	Fall-08/Summer-10	8.3%
Summit Fair (c)	Lee’s Summit, MO	482,051		22,000		22,000	Fall-08/Summer-09	9.8%
The Pavilion at Port Orange (d)	Port Orange, FL	490,132		71,836		36,094	Fall-09	7.3%
The Promenade (f)	D’Iberville, MS	696,762		86,161		36,964	Fall-09	8.5%
		4,539,904	$	628,429	$	380,262

(a)	Pro forma initial yields may be lower than actual initial returns as they are reduced for management and development fees.
(b)	60/40 Joint Venture. Amounts shown are 100% of total costs and cost to date as CBL has funded all costs to date. Cost to date may be gross of applicable reimbursements that have not yet been received.
(c)	CBL’s interest represent 27% of project cost.
(d)	50/50 Joint Venture.
(e)	50/50 Joint Venture. Amounts shown are 100% of total costs and cost to date as CBL has funded all costs to date. Cost to date may be gross of applicable reimbursements that have not yet been received.
(f)	85/15 Joint Venture. Amounts shown are 100% of total costs and cost to date as CBL has funded all costs to date. Cost to date may be gross of applicable reimbursements that have not yet been received.
(g)	The Company owns the land and is ground leasing it to JCPenney, which owns the building and improvements.

          As of June 30, 2008, there were construction loans in place for the development costs of Pearland Town Center, Settler's Ridge, Statesboro Crossing, West County Center-former Lord & Taylor and The Pavilion at Port Orange. The remaining development costs will be funded with operating cash flows, availability on our credit facilities and new construction loans.

          We have entered into a number of option agreements for the development of future open-air centers, lifestyle centers and community centers. Except for the projects discussed under Developments and Expansions above, we do not have any other material capital commitments as of June 30, 2008.

Acquisitions

          During the first quarter of 2008, CBL-TRS Joint Venture, a joint venture that we account for using the equity method of accounting, completed its acquisition of properties from the Starmount Company when it acquired Renaissance Center, located in Durham, NC, for $89.6 million and an anchor parcel at Friendly Center, located in Greensboro, NC, for $5.0 million. The aggregate purchase price consisted of $58.1 million in cash and the assumption of $36.5 million of non-recourse debt that bears interest at a fixed interest rate of 5.61% and matures in July 2016.

Dispositions

          We received $9.8 million in net proceeds from the sales of nine parcels of land during the six months ended June 30, 2008.

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          In April 2008, we completed the sale of five community centers located in Greensboro, NC to three separate buyers for an aggregate of $24.3 million. In June 2008, we completed the sale of an office property for $1.2 million. We recorded a gain of $1.6 million during the three and six months ended June 30, 2008, attributable to these sales. Proceeds from the dispositions were used to retire a portion of the outstanding balance on the unsecured line of credit that was originally used to purchase the properties. These properties had been classified as held-for-sale prior to their disposition and their results are included in discontinued operations for three and six months ended June 30, 2008.

          In June 2008, we sold Chicopee Marketplace III in Chicopee, MA to a third party for a sales price of $7.5 million and recognized a gain on the sale of $1.5 million. The results of operations of this property have been reclassified to discontinued operations for the three and six months ended June 30, 2008 and 2007.

          Subsequent to June 30, 2008, we entered into a contract for the sale of New Garden Center, a community center located in Greensboro, NC for $19.5 million. This center is reported in our real estate held for sale classification on our balance sheet as of June 30, 2008 and is included in discontinued operations in our consolidated statements of operations for the three and six months ended June 30, 2008. We expect the sale to close during August 2008.

Other Capital Expenditures

          Including our share of unconsolidated affiliates’ capital expenditures, we spent $23.5 million during the six months ended June 30, 2008 for tenant allowances, which will generate increased rents from tenants over the terms of their leases. Deferred maintenance expenditures were $6.7 million for the six months ended June 30, 2008 and included $2.3 million for resurfacing and improved lighting of parking lots, $1.7 million for roof repairs and replacements and $2.7 million for various other capital expenditures. Renovation expenditures were $12.1 million for the six months ended June 30, 2008.

          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.

          We expect to complete the renovation of two malls for a total estimated cost of $35.0 million and to redevelop space at an additional mall and parcel during 2008 at a total estimated cost of $63.4 million, which will be funded from operating cash flows and availability under our credit facilities.

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

          We have ownership interests in 20 unconsolidated affiliates that are described in Note 4 to the consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the consolidated balance sheets as “Investments in Unconsolidated Affiliates.” The following are circumstances when we may consider entering into a joint venture with a third party:

§ Third parties may approach us with opportunities in which they have obtained, or have the option to obtain,  land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the

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joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.

§

We determine that we may have the opportunity to capitalize on the value we have created in a property by selling an interest in the property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for growth. When we retain an interest in an asset rather than selling a 100% interest, it is typically because this allows us to continue to manage the property, which provides us the ability to earn fees for management, leasing, development and financing services provided to the joint venture.

Guarantees

          We may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on our investment in the joint venture. We may receive a fee from the joint venture for providing the guaranty. Additionally, when we issue a guaranty, the terms of the joint venture agreement typically provide that we may receive indemnification from the joint venture.

          We own a parcel of land that we are ground leasing to a third party developer for the purpose of developing a shopping center. We have guaranteed 27% of the third party’s construction loan and bond line of credit (the “loans”) of which the maximum guaranteed amount is $31.6 million. The total amount outstanding at June 30, 2008 on the loans was $27.8 million of which we have guaranteed $7.5 million. We have recorded an obligation of $0.3 million in our condensed consolidated balance sheet as of June 30, 2008 and December 31, 2007 to reflect the estimated fair value of the guaranty.

          We have guaranteed 50% of the debt of Parkway Place L.P., an unconsolidated affiliate in which we own a 45% interest, which owns Parkway Place in Huntsville, AL. The total amount outstanding at June 30, 2008 was $53.2 million of which we have guaranteed $26.6 million. The guaranty will expire when the related debt matures in June 2009. We did not record an obligation for this guaranty because we determined that the fair value of the guaranty is not material.

          We have guaranteed the performance of York Town Center, LP (“YTC”), an unconsolidated affiliate in which we own a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. 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. We have guaranteed YTC’s performance under this agreement up to a maximum of $22.0 million, which decreases by $0.8 million annually until the guaranteed amount is reduced to $10.0 million. The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $20.4 million as of June 30, 2008. We entered into an agreement with our joint venture partner under which the joint venture partner has agreed to reimburse us 50% of any amounts we are obligated to fund under the guaranty. We did not record an obligation for this guaranty because we determined that the fair value of the guaranty is not material.

          Our guarantees and the related accounting are more fully described in Note 11 to the condensed consolidated financial statements.

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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, 2007. 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 of the related leases. Certain 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 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. Development and leasing fees received from unconsolidated affiliates during the development period 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.

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, as if vacant, and tenant improvements and (ii) 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

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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. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. 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 their 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 is charged to operations. No impairments were incurred during the six months ended June 30, 2008 and 2007.

Recent Accounting Pronouncements

          In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. FSP EITF 03-6-1 requires that unvested share-based payment awards that contain nonforfeitable rights to dividends or their equivalent be treated as participating securities for purposes of inclusion in the computation of EPS pursuant to the two-class method. FSP No. EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented shall be adjusted retrospectively. The adoption of FSP EITF 03-6-1 is not expected to have a material impact on our consolidated financial statements.

          In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the source of accounting principles and the order in which to select the principles to be used in the preparation of financial statements presented in accordance with GAAP in the United States. The FASB concluded that the GAAP hierarchy should reside in the accounting literature because reporting entities are responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS No. 162 is effective sixty days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board Amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The adoption of SFAS No. 162 is not expected to have an impact on our consolidated financial statements.

          In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 improves financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. SFAS No. 161 requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format and provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related. It also requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS No. 161 is effective for financial statements

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issued for fiscal years and interim periods beginning after November 15, 2008. The adoption will not have an impact on our consolidated balance sheets and statements of operations.

          In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51, which requires that a noncontrolling interest in a consolidated subsidiary be displayed in the consolidated statement of financial position as a separate component of equity. After control is obtained, a change in ownership interests that does not result in a loss of control should be accounted for as an equity transaction. A change in ownership of a consolidated subsidiary that results in a loss of control and deconsolidation is a significant event that triggers gain or loss recognition, with the establishment of a new fair value basis in any remaining ownership interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. We are currently evaluating the impact of adopting SFAS No. 160 on our financial position and results of operations.

          In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which changes certain aspects of current business combination accounting. SFAS No. 141(R) requires, among other things, that entities generally recognize 100 percent of the fair values of assets acquired, liabilities assumed and noncontrolling interests in acquisitions of less than a 100 percent controlling interest when the acquisition constitutes a change in control of the acquired entity. Shares issued as consideration for a business combination are to be measured at fair value on the acquisition date and contingent consideration arrangements are to be recognized at their fair values on the date of acquisition, with subsequent changes in fair value generally reflected in earnings. Pre-acquisition gain and loss contingencies generally are to be recognized at their fair values on the acquisition date and any acquisition-related transaction costs are to be expensed as incurred. SFAS No. 141(R) is effective for business combination transactions for which the acquisition date is in a fiscal year beginning on or after December 15, 2008. The adoption of SFAS No. 141(R) is not expected to have a material impact on our consolidated financial statements.

Impact of Inflation

          During 2007, the inflation rate rose to 4.1%, primarily related to increases in food and energy costs. Substantially all tenant leases do, however, contain provisions designed to mitigate 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 of less than 10 years, which may provide us the opportunity to replace existing leases with new leases at higher base and/or percentage rent if rents of the existing leases are below the then existing market rate. Most of the leases require the tenants to pay their share of, or a fixed amount subject to annual increases for, operating expenses, including common area maintenance, real estate taxes, insurance and certain capital expenditures, which reduces 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 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

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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 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 GAAP, 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 of the Operating Partnership increased 9.9% to $94.4 million for the three months ended June 30, 2008 from $85.9 million for the same period in 2007. FFO of the Operating Partnership increased 6.0% for the six months ended June 30, 2008 to $187.3 million compared to $176.7 million for the same period in 2007.

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

	2008			2007			2008			2007
Net income available to common shareholders	$	9,667		$	11,465		$	15,838		$	28,866
Minority interest in earnings of operating partnership		7,385			9,035			12,127			22,598
Depreciation and amortization expense of:
Consolidated properties		73,064			60,491			146,680			117,099
Unconsolidated affiliates		6,694			3,621			13,371			7,125
Discontinued operations		117			474			2357			934
Non-real estate assets		(259	)		(234	)		(502	)		(462	)
Minority investors’ share of depreciation and amortization		(303	)		1,096			(651	)		490
(Gain) loss on discontinued operations		(3112	)		—			(3112	)		55
Income tax provision on disposal of discontinued operations		1,183						1,183
Funds from operations of the operating partnership		94,436			85,948			187,291			176,705
Percentage allocable to Company shareholders (1)		56.58	%		56.29	%		56.56	%		56.24	%
Funds from operations allocable to Company shareholders	$	53,432		$	48,380		$	105,932		$	99,379

(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 some of our debt obligations. Our interest rate risk management policy requires that we use derivative financial instruments for hedging purposes only and that, if we do enter into a derivative financial instrument, the derivative financial instrument be entered into only with major financial institutions based on their credit ratings and other factors.

          On January 2, 2008, we entered into a $150.0 million pay fixed/receive variable interest rate swap agreement to hedge the interest rate risk exposure on an amount of borrowings on our largest secured credit facility equal to the swap notional amount. This interest rate swap hedges the risk of changes in cash flows on our designated forecasted interest payments attributable to changes in 1-month LIBOR, the designated benchmark interest rate being hedged, thereby reducing exposure to variability in cash flows relating to interest payments on the variable-rate debt. The interest rate swap fixes the interest payments on the portion of debt principal corresponding to the swap notional amount at 4.353%. The swap was valued at $(1.0) million as of June 30, 2008 and matures on December 30, 2009.

          On December 31, 2007, we entered into a $250.0 million pay fixed/receive variable interest rate swap agreement to hedge the interest rate risk exposure on an amount of borrowings on our largest secured credit facility equal to the swap notional amount. The interest rate swap effectively fixes the interest payments on the portion of debt principal corresponding to the swap notional amount at 4.505%. The swap was valued at $(2.1) million as of June 30, 2008 and matures on December 30, 2009.

          Based on our proportionate share of consolidated and unconsolidated variable-rate debt at June 30, 2008, a 0.5% increase or decrease in interest rates on variable rate debt would increase or decrease annual cash flows by approximately $7.1 million and, after the effect of capitalized interest, annual earnings by approximately $6.2 million.

          Based on our proportionate share of total consolidated and unconsolidated debt at June 30, 2008, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $85.6 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $88.2 million.

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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.

          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.

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.

PART II - OTHER INFORMATION

ITEM 1:	Legal Proceedings
	None
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, 2007, by providing information that is current as of June 30, 2008:

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 loss of jobs, production slowdowns, adverse weather conditions, natural disasters, declines in residential real estate activity 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 repairs and maintenance, real property taxes,

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	utility rates and insurance premiums.
•	Delays or cost increases associated with the opening of new or renovated properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control.
•	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.

Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

          Substantially all of our total consolidated assets consist of investments in real properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

          Before a property can be sold, we might be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the property, or might be required to sell the property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our properties could adversely affect our financial condition and results of operations.

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We may elect not to proceed with certain development or expansion 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 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, we could lose our total 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.

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 22 malls, nine associated centers, five community centers, eight office buildings. We manage all but three of these properties. Governor’s Square, Governor’s Plaza and Kentucky Oaks are all owned by joint ventures and are managed by a property manager that is affiliated with the third party managing general partner. The property manager performs the property management and leasing services for these three Properties and receives a fee for its services. The managing partner of the 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 those properties for which we do not serve as managing general partner, 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.

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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 laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner’s or operator’s ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.

          All of our Properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the Properties, review of federal and state environmental databases and certain information regarding historic uses of the property and adjacent areas and the preparation and issuance of written reports. Some of the Properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at the Properties. Certain Properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain Properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The costs associated with the development and implementation of such programs were not material. We have also obtained environmental insurance coverage at certain of our Properties.

          We believe that our Properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. We have recorded in our financial statements a liability of $2.6 million related to potential future asbestos abatement activities at our Properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former Properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the

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performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of the Properties has not been or will not be affected by tenants and occupants of the Properties, by the condition of properties in the vicinity of the Properties or by third parties unrelated to us, the Operating Partnership or the relevant Property’s partnership.

RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK

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 and tenant reimbursements that we are able to collect from our tenants, thereby reducing our revenues and the funds available for distribution to our stockholders.

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.

Inflation may adversely affect our financial condition and results of operations.

          Although inflation has not materially impacted our operations in the recent past, increased inflation could have a more pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants’ sales and, in turn, our overage rents, where applicable.

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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.

Uninsured losses could adversely affect our financial condition, and in the future our insurance may not include coverage for acts of terrorism.

          We carry a comprehensive blanket policy for general liability, property casualty (including fire, earthquake and flood) and rental loss covering all of the Properties, with specifications and insured limits customarily carried for similar properties. However, even insured losses could result in a serious disruption to our business and delay our receipt of revenue. Furthermore, there are some types of losses, including lease and other contract claims, as well as some types of environmental losses, that generally are not insured or are not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenue from the Property. If this happens, we, or the applicable Property’s partnership, may still remain obligated for any mortgage debt or other financial obligations related to the Property.

          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. While we believe that the Properties are adequately insured in accordance with industry standards, 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, 2014, we may incur higher insurance costs and greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also experience similar difficulties.

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.

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RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS

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 49.3% of our total revenues from all Properties for the six months ended June 30, 2008 and currently include 44 malls, 20 associated centers, 6 community centers and 19 office buildings. Our Properties located in the midwestern United States accounted for approximately 33.2% of our total revenues from all Properties for the six months ended June 30, 2008 and currently include 26 malls and 4 associated centers. 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.

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 St. Louis, MO, Nashville, TN, Pittsburgh, PA, Kansas City, KS and Madison, WI metropolitan areas, which are our five largest markets.

          Our Properties located in the St. Louis, MO, Nashville, TN, Pittsburgh, PA, Kansas City (Overland Park), KS and Madison, WI metropolitan areas accounted for 5.9%, 4.6%, 3.7%, 3.2% and 2.7%, respectively, of our total revenues for the six months ended June 30, 2008, respectively. No other market accounted for more than 2.7% of our total revenues for the six months ended June 30, 2008. Our financial position and results of operations will therefore be affected by the results experienced at Properties located in these metropolitan areas.

RISKS RELATED TO DEBT AND FINANCIAL MARKETS

We may not have access to the capital needed to refinance debt or obtain new debt.

          We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of banks to lend to us, our credit rating and conditions in the capital markets in general. We cannot make any assurances as to whether we will be able to obtain debt for refinancings or to fund our growth, or that financing options available to us will be on favorable or acceptable terms.

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

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our stockholders.

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.

RISKS RELATED TO FEDERAL INCOME TAX LAWS

We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.

          We have established several taxable REIT subsidiaries including our management company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm’s length in nature.

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

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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 Lebovitz, our Chief Executive Officer, David Jacobs, 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 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.

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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 Lebovitz, David Jacobs, 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.

• 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.

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• 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.
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.

• 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.

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• 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.

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, 2008:

Period	Total Numbers of Shares Purchased		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, 2008		—	$	—		—		—
May 1–31, 2008		19,197	$	26.42		—		—
June 1–30, 2008		106	$	25.18		—		—
Total		19,303	$	26.41		—		—

(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 5, 2008. 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 2011:
	•	Charles B. Lebovitz (60,466,969 votes for and 1,365,257 votes against or withheld),
	•	Claude M. Ballard (60,391,750 votes for and 1,440,476 votes against or withheld), and
	•	Gary L. Bryenton (60,442,703 votes for and 1,389,523 votes against or withheld).
	•	Leo Fields (60,209,943 votes for and 1,622,283 votes against or withheld).

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	The following additional directors are presently serving three-year terms, which continue beyond the 2008 Annual Meeting of Shareholders:
	•	John N. Foy (term expires in 2009),
	•	Martin J. Cleary (term expires in 2009),
	•	Matthew S. Dominski (term expires in 2009),
	•	Stephen D. Lebovitz (term expires in 2010), and
	•	Winston W. Walker (term expires in 2010).
2.	Deloitte & Touche was ratified as our independent public accountant for our fiscal year ending December 31, 2008 (61,251,702 votes for and 580,524 votes against or abstentions).

ITEM 5:	Other Information
	(a)     On April 22, 2008 (the “Effective Date”), CBL & Associates Limited Partnership, as Borrower, and CBL & Associates Properties, Inc., as Parent (collectively the “Company”), entered into an Unsecured Term Loan Agreement (the “Agreement”) with Wells Fargo Bank, National Association, as administrative agent and lead arranger (“Wells Fargo”), Accrual Capital Corporation, as syndication agent, U.S. Bank National Association and Fifth Third Bank. On April 30, 2008 and May 7, 2008, Raymond James Bank FSB and Regions Bank, respectively, entered into Joinders in Agreement with the Company and Wells Fargo. Under the Agreement, the Company may borrow up to a total of $228.0 million. The Company received advances of $165.0 million on April 22, 2008, $20.0 million on April 30, 2008, and $43.0 million on May 7, 2008. Any repayments of the outstanding balance shall constitute a dollar for dollar reduction in the commitments amount of the unsecured term loan. Under the terms of the Agreement, the borrowings mature on April 22, 2011 (the “Maturity Date”). The Company can extend the Maturity Date by up to two periods of one year each and must pay an extension fee equal to fifteen basis points (0.15%) of the aggregate commitment amount. The advances will bear interest at the London Interbank Offered Rate, as defined in the Agreement, plus a margin ranging from one hundred fifty basis points (1.50%) to one hundred eighty basis points (1.80%) based on the Company’s leverage ratio, as defined in the Agreement.  All accrued and unpaid interest on the outstanding principal amount of each advance shall be payable (i) monthly in arrears on the first day of each month, commencing with the first full calendar month occurring after the Effective Date and (ii) on any date on which the principal balance of such advance is due and payable in full. The Agreement permits the Company to make voluntary prepayments of the advances prior to the Maturity Date without penalty. The Agreement contains default provisions customary for transactions of this nature and also contains cross-default provisions for: (i) defaults of the Company under the Amended and Restated Unsecured Credit Agreement by and among the Company, and Wells Fargo Bank, National Association, et al., dated as of August 22, 2006 (disclosed by the Registrant in, and included as an exhibit to, the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on August 25, 2006), (ii) defaults of the Company under the Fifth Amendment to Sixth Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated as of September 24, 2007 (included as an exhibit to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2007) and (iii) defaults of the Company under the Unsecured Credit Agreement by and among the Company, Wells Fargo Bank, National Association, et al., dated as of November 30, 2007 (disclosed by the Registrant in the Current Report on Form 8-K filed with the SEC on December 6, 2007, and included as an exhibit to the Annual Report on Form 10-K/A filed with the SEC on March 3, 2008).
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 8, 2008

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INDEX TO EXHIBITS

Exhibit Number		Description
	10.18.9	Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated April 30, 2008.
	10.24.1	Unsecured Term Loan Agreement, dated April 22, 2008, by and among CBL & Associates Limited Partnership, as Borrower, and CBL & Associates Properties, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent and Lead Arranger, Accrual Capital Corporation, as Syndication Agent, U.S. Bank National Association, and Fifth Third Bank.
	10.24.2	Joinder in Unsecured Term Loan Agreement, dated April 30, 2008, by and among CBL & Associates Limited Partnership, as Borrower, and CBL & Associates Properties, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent and Lead Arranger, and Raymond James Bank FSB.
	10.24.3	Joinder in Unsecured Term Loan Agreement, dated May 7, 2008, by and CBL & Associates Limited Partnership, as Borrower, and CBL & Associates Properties, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent and Lead Arranger, and Regions Bank.
	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 10.18.9

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 December 31, 2007, among the undersigned Borrower, The Lakes Mall, LLC and the Bank.)

THIS AMENDED AND RESTATED LOAN AGREEMENT ("Loan Agreement") is made as of April 30, 2008, 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 Five Million Dollars ($105,000,000.00) 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 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) increase the loan amount to One Hundred Five Million and NO/100 Dollars ($105,000,000.00); (b) extend the maturity date one year; (c) add certain collateral located in South Carolina and Texas; and (d) release certain collateral in Ohio.

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

AGREEMENTS

SECTION 1: DEFINITIONS AND ACCOUNTING TERMS

1.1     Certain 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 EBITDA attributable to malls, power centers and all other assets for the trailing four (4) quarters most recently ended, divided by (iii) 7.25%. In determining Adjusted Asset Value:

(i)     EBITDA attributable to real estate properties acquired during the most recently ended fiscal quarter shall be disregarded;

(ii)      EBITDA attributable to real estate properties acquired before the most recently ended fiscal quarter but during the three fiscal quarters preceding the most recently ended fiscal quarter shall be annualized, based upon the period beginning on the date of its acquisition through the measurement date;

(iii)      EBITDA attributable to Properties whose development was completed during such trailing four fiscal quarters shall be disregarded;

(iv)      EBITDA attributable to and Properties whose development was completed before such trailing four fiscal quarters but during any of the four fiscal quarters preceding such trailing four fiscal quarters, shall be annualized, based upon the period beginning on the first month after the first anniversary of its completion and ending on the measurement date;

(v)      EBITDA attributable to any Property which is currently under development shall be excluded;

(vi)      With respect to any Subsidiary that is not a Wholly Owned Subsidiary, only the Borrower’s Ownership Share of EBITDA attributable to such Subsidiary shall be used when determining Adjusted Asset Value; and

(vii)     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 basis and 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 June 30, 2007 as filed with the Securities and Exchange Commission, and otherwise in a manner reasonably acceptable to the Bank.

In addition, (i) 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 7.0% 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 statements at its purchase price, and (ii) EBITDA attributable to the follow six properties: Mall of Acadiana, Oak Park Mall, Hickory Point Mall, Eastland Mall, Layton Hills Mall and Triangle Town Center shall be excluded from the determination of Adjusted Asset Value for the twenty-four (24) month period beginning on September 1, 2006 and ending on August 31, 2008 so long as such properties are valued in Parent’s financial statements at their 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) $105,000,000.00.

"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 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 Seven Million Five Hundred Thousand and NO/100 Dollars ($27,500,000.00).

"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 five and twenty five hundredths percent (5.25%) 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 I, its 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 II, its successors and permitted assigns.

"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., Citadel Mall DSG, LLC, Laredo/MDN II Limited Partnership 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 Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 among the Borrower, Wells Fargo and others, as amended from time to time, including the amendment referred to as Sixth Amendment to Sixth Amended and Restated Credit Agreement dated on November 30, 2007.

"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;

(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)      (i) extraordinary or 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 extinguishments of Indebtedness for such period, except as otherwise provided in clause (d)(ii) below) for such period; (ii) gains or losses from the sale of outparcels and non-operating Properties for such period (provided however, that the gains or losses from such sales of outparcels and non-operating Properties may not exceed five percent (5%) of EBITDA calculated prior to taking such gains or losses into account); and (iii) expense relating to the extinguishments 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

(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.

"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.

"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 any of the four (4) fiscal quarters 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 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 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.

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 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.

     “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 Six Million Nine Hundred Thousand and No/100 Dollars ($66,900,000.00) (the "$66,900,000.00 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(i) 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.

"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 Five Million Dollars ($105,000,000.00).

"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 Five Million Dollars ($105,000,000.00).

"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 Five Million Dollars ($105,000,000.00).

"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 Seven Million Five Hundred Thousand and NO/100 Dollars ($27,500,000.00) divided by One Hundred Five Million Dollars ($105,000,000.00).

"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 even date herewith, among Bank, M&T, Compass Bank, 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 divided by (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 (H.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;

(b)     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;

(c)      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;

(d)      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;

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

(f)     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.

“Restricted Payment” means any of the following:

(a)      any dividend or other distribution, direct or indirect, on account of any shares of any class of stock or other Equity Interest of the Parent or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or other Equity Interest to the holders of that class;

(b)      any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock or other Equity Interest of the Parent or any of its Subsidiaries now or hereafter outstanding;

(c)      any payment or prepayment of principal of, premium, if any, or interest on, redemption, conversion, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt; and

(d)     any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock or other Equity Interest of the Parent or any of its Subsidiaries now or hereafter outstanding.

"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.

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

“Subordinated Debt” means Indebtedness for money borrowed of the Borrower or any of its Subsidiaries that is subordinated in right of payment and otherwise to the Advances (as such term is defined in the Credit Agreement) and the other Obligations (as such term is defined in the Credit Agreement) in a manner satisfactory to the Bank, in its sole and absolute discretion.

"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, 2002 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 (but excluding any such write-up for purchase price adjustments of acquisition properties based on GAAP), 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, 2010, 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 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.

"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.

"Wells Fargo" means Wells Fargo Bank, National Association.

"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.

1.2     Accounting 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

2.1     The 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 Five Million Dollars ($105,000,000.00); or (b) the Borrower's Borrowing Base, as defined in Section 1.

2.2      Funding 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.

2.3      The 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 Five Million Dollars ($105,000,000.00), 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. 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 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%).

2.4      Commitment Fee/Servicing Fee/ Other Fees. On the Closing Date the Borrower and Lakes Mall will pay to the Bank (in addition to the commitment fees it has previously paid) an additional commitment/extension fee of One Hundred Seventy Thousand and No/100 Dollars ($170,000.00). In addition to the commitment/extension fee, on each June 1, the Borrower shall pay to the Bank a servicing fee in the amount of Thirty Eight Thousand and NO/100 Dollars ($38,000.00) 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.

2.5      Borrowings 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.

2.6     Substitution 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.

2.8      Secondary 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.

2.9      Issuance 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.

3.1     Required 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 Five Million Dollars ($105,000,000.00) 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.

3.2     Place 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.

3.3      Payment 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

4.1     Conditions 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.

(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".

4.2     Conditions 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.

SECTION 5:       REPRESENTATIONS AND WARRANTIES

Borrower and Lakes Mall represent and warrant that:

5.1     Partnership/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. CBL Morristown, Ltd. is a wholly owned subsidiary of the Borrower. Citadel Mall DSG, LLC is a wholly owned subsidiary of the Borrower. Laredo/MDN II Limited Partnership is a wholly owned subsidiary of MDN/Laredo GP II, LLC which is a wholly owned subsidiary of the Borrower.

5.2     Power 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, 2007, 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 December 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 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 December 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, 2007, the unaudited balance sheet of Parent for the period ended December 31, 2007, and the related statements of operations and of cash flows for the year ended 2007 and the period ended December 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 December 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.

5.4     Title 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.

5.5      Litigation. 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.

5.6      Taxes. 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.

5.7      Contracts 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 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.

5.8      No 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.

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

5.10      ERISA. 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.

5.11      Hazardous 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.

5.12      Ownership 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, Citadel Mall DSG, LLC and Laredo/MDN II Limited Partnership and CBL Morristown, Ltd. and 90% of the limited liability company interests of Lakes Mall.

5.13      Intentionally Deleted.

5.14      Outstanding Balance on Lakes Mall Note. The outstanding unpaid principal balance of the Lakes Mall Note is $36,000,000.00 and the undisbursed amount of the Lakes Mall Note is $2,100,000.00 and no defenses or offsets exist against the holder of the Lakes Mall Note or otherwise.

5.15      Outstanding Balance on $66,900,000 Note. The outstanding unpaid principal balance of the $66,900,000.00 Note is $55,000,000.00 and the undisbursed amount of the $66,900,000.00 Note is $11,900,000.00 and no defenses or offsets exist against the holder of the $66,900,000.00 Note or otherwise.

5.16      Intentionally Deleted.

5.17      Anti-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:

6.1     Business and Existence. Perform all things necessary to preserve and keep in full force and effect its respective 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.

6.2      Maintain 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;

(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.

6.4     Obligations, 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 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.

6.5      Financial 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.

6.6      Additional 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 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.

6.7      Right 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.

6.8      Environmental 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.

6.9      Notice 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.

6.10      Appraisals. 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.

6.12      Agreements 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.

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

6.14      REIT. 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:

7.1     Minimum Tangible Net Worth. Permit Tangible Net Worth at any time to be less than (i) $1,600,000,000.00 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.

7.2      Ratio 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.

7.3      Ratio 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 four (4) fiscal quarters 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.

7.4      Ratio 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 four (4) fiscal quarters 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.

7.5      Indebtedness. 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.

7.6      Mortgages, 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;

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

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

7.7     Sale 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.

7.8      Consolidation 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).

7.9      Partnership Distributions and Other Restricted Payments. If an Event of Default exists or would exist following the making of a Restricted Payment, the Parent, the Borrower and any Related Entity will not declare or make, or permit any other Subsidiary to declare or make, any Restricted Payment except that (i) the Parent may declare or make cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with this Loan Agreement and Section 8.10 of the Credit Agreement; and (ii) the Parent may cause the Borrower (directly or indirectly through any intermediate Subsidiaries) to make cash distributions to the Parent and to other limited partners of the Borrower, and the Parent may cause other Subsidiaries of the Parent to make cash distributions to the Parent and to other holders of Equity Interests in such Subsidiaries, in each case (x) in an aggregate amount not to exceed the amount of cash distributions that the Parent is permitted to declare or distribute under the immediately preceding clause (i) and (y) on a pro rata basis, such that the aggregate amount distributed to the Parent does not exceed the amount that the Parent is permitted to declare or distribute under the immediately preceding clause (i). Notwithstanding the foregoing, if a Default or Event of Default specified in this Loan Agreement or in Section 11.1(a) of the Credit Agreement resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Advances or any Fees (as such terms are defined in the Credit Agreement), or Section 11.1(e) or (f) of the Credit Agreement, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default under this Loan Agreement or the Credit Agreement, the Indebtedness or Obligations (as such term is defined in the Credit Agreement), have been accelerated pursuant to this Loan Agreement or Section 11 .2.(a) of the Credit Agreement, the Parent and the Borrower shall not, and shall not permit any other Subsidiary to, make any Restricted Payments whatsoever.

7.10      Loans 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.

7.11      Limitations 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.

7.12     Investment Concentration/Permitted Investments. Borrower shall not make, and shall not permit the Parent or any of its Subsidiaries to, make an Investment in or otherwise own the following items which would cause the aggregate value of such holdings (for purposes of this Section 7.12 the value of the holdings described in items (a) through (e) shall be calculated in accordance with GAAP) of Borrower and/or Subsidiaries and/or 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 new office building being constructed 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

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:

8.1     Payment 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

8.2      Payment 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

8.3      Performance 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 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

8.4      Performance 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

8.5      Representation 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

8.6      Bankruptcy, 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 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

8.7      Concealment 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

8.8      Management 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

8.9      Change 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

8.10      Loan 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

8.11      Covenants. 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 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

8.12      Breach 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

8.13      Placement 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.

8.14      Remedy. 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

9.1     Amendments. 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.

9.2      Notices. 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 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.

9.3      No 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.

9.4      Indemnification. 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.

9.5      Survival 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.

9.6      Governing 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.

9.7      Execution 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.

9.8      Terminology; 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.

9.9      Enforceability 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 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.

9.11     Non-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.

9.12      Loan 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, 2010, 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 One Hundred Seventy Thousand and No/100 Dollars ($170,000.00).

(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 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.

9.13     Fees 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.

9.14      Time 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.

9.15      Compromises, 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.

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

9.17      Bank'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 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.

9.18      Venue 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.

9.19      Waiver 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.

9.20      Conflict. 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.

9.21      Participation 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 Five Million Dollars ($105,000,000.00) 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 Seven Million Five Hundred Thousand and NO/100 Dollars ($27,500,000.00), Branch Banking and Trust Company is to fund Fifteen Million and NO/100 Dollars ($15,000,000.00) and Manufacturers and Traders Trust Company to fund Twenty Million and NO/100 Dollars ($20,000,000.00).

9.22      USA 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.

9.23      Non-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.

9.24      Reduction of Loan. Notwithstanding anything contained in this Loan Agreement or any other Loan Document to the contrary, effective June 2, 2009 the availability under the Loan shall decrease to Eighty Five Million Dollars and No/100 ($85,000,000.00) and if the outstanding balance of the Loan exceeds Eighty Five Million Dollars and No/100 ($85,000,000.00) on June 2, 2009 the Borrower shall immediately pay down the Loan so that the outstanding balance does not exceed Eighty Five Million Dollars and No/100 ($85,000,000.00).

(Signatures on Next Page)

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: Senior 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: __ Senior Vice President _______________
                                                   LAKES MALL
 

CBL & ASSOCIATES PROPERTIES, INC.
 

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

Title: Senior Vice President     

PARENT/GUARANTOR

     FIRST TENNESSEE BANK NATIONAL
      ASSOCIATION
 

By: /s/ Gregory L. Cullum     

          Gregory L. Cullum, Senior Vice President

BANK

EXHIBIT "A"

Real property known as:

Walnut Square Mall, Dalton, Georgia
The Lakes Mall, Fruitport, Michigan
College Square, Morristown, Tennessee
Dick’s Sporting Goods at Citadel Mall, Charleston, S.C.
Former Montgomery Ward building and Olive Garden out parcel at Mall Del Norte, Laredo, Texas

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

EXHIBIT "B"

PERMITTED ENCUMBRANCES

1.     As described in the Mortgages.

EXHIBIT "C"

NOTES

EXHIBIT "D"

CHECKLIST FOR CLOSING

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 April 30, 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:     

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.

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 April ____, 2008, 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 April _____, 2008.

COMPASS BANK
 
 

By:     

     C. Douglas Vibert, Senior Vice President

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 April ____, 2008, 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 April ____, 2008.

REGIONS BANK
 
 

By:     

     Sarah McKenzie,
Title: Vice President, Commercial Real Esate

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 April ____, 2008, 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 April ____, 2008.

BRANCH BANKING AND TRUST COMPANY
 

By:     

                                   Robert M. Searson

Title:     Senior Vice President

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 April __, 2008, 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 April __, 2008.

MANUFACTURERS AND TRADERS TRUST COMPANY
 
 

By:     

     Steven P. Deck, Vice President

EX-10

Exhibit 10.24.1

UNSECURED TERM LOAN AGREEMENT

Dated as of April 22, 2008

by and among

CBL & Associates Limited Partnership,

as Borrower,

CBL & Associates Properties, Inc.,

as Parent, solely for the limited purposes set forth in Section 12.19,

THE FINANCIAL INSTITUTIONS PARTY HERETO

and their assignees under Section 12.5,

as Lenders,

WELLS FARGO Bank, National Association,

as Administrative Agent and

Lead Arranger

and

AAERAL CAPITAL CORPORATION,

as Syndication Agent

TABLE OF CONTENTS

ARTICLE I. Definitions     1

Section 1.1.Definitions     1

Section 1.2.General; References to San Francisco Time.     16

ARTICLE II. Credit Facility     17

Section 2.1.Commitment to Lend.     17

Section 2.2.Intentionally Omitted.     18

Section 2.3.Intentionally Omitted.     18

Section 2.4.Rates and Payment of Interest on Advances     19

Section 2.5.Number of Interest Periods.     19

Section 2.6.Repayment of Advances.     19

Section 2.7.Prepayments.     20

Section 2.8.Late Charges.     20

Section 2.9.Provisions Applicable to LIBOR Advances; Limitation on Base Rate Advances.     20

Section 2.10.Notes.     21

Section 2.11.Intentionally Omitted.     21

Section 2.12.Increase in Commitments.     21

Section 2.13.Extension of Maturity Date.     22

Section 2.14.Intentionally Omitted.     22

Section 2.15.Intentionally Omitted.     22

Section 2.16.Authorized Representatives.     22

ARTICLE III. Payments, Fees and Other General Provisions.     23

Section 3.1.Payments.     23

Section 3.2.Pro Rata Treatment.     23

Section 3.3.Sharing of Payments, Etc.     23

Section 3.4.Several Obligations.     24

Section 3.5.Fees.     24

Section 3.6.Computations.     24

Section 3.7.Usury.     24

Section 3.8.Defaulting Lenders.     25

Section 3.9.Taxes.     25

ARTICLE IV. Yield Protection, Etc.     26

Section 4.1.Additional Costs; Capital Adequacy.     26

Section 4.2.Suspension of LIBOR Advances.     27

Section 4.3.Illegality.     28

Section 4.4.Compensation.     28

Section 4.5.Treatment of Affected Advances.     29

Section 4.6.Affected Lenders.     29

Section 4.7.Change of Lending Office.     30

Section 4.8.Assumptions Concerning Funding of LIBOR Advances.     30

ARTICLE V. CONDITIONS PRECEDENT     30

Section 5.1.Initial Conditions Precedent.     30

Section 5.2.Additional Conditions Precedent to Advances     32

ARTICLE VI. Representations and Warranties     32

Section 6.1.Representations and Warranties.     32

Section 6.2.Survival of Representations and Warranties, Etc.     36

ARTICLE VII. Affirmative Covenants     36

Section 7.1.Preservation of Existence and Similar Matters.     36

Section 7.2.Compliance with Applicable Law.     37

Section 7.3.Maintenance of Property.     37

Section 7.4.Insurance.     37

Section 7.5.Payment of Taxes and Claims.     37

Section 7.6.Books and Records; Inspections.     37

Section 7.7.Use of Proceeds.     38

Section 7.8.Environmental Matters.     38

Section 7.9.Further Assurances.     38

Section 7.10.REIT Status.     38

Section 7.11.Exchange Listing.     38

ARTICLE VIII. INFORMATION     39

Section 8.1.Quarterly Financial Statements.     39

Section 8.2.Year-End Statements.     39

Section 8.3.Compliance Certificate.     39

Section 8.4.Other Information.     40

ARTICLE IX. Negative Covenants     40

Section 9.1.Financial Covenants.     41

Section 9.2.Restrictions on Intercompany Transfers.     43

Section 9.3.Merger, Consolidation, Sales of Assets and Other Arrangements.     43

Section 9.4.Acquisitions.     44

Section 9.5.Plans.     44

Section 9.6.Fiscal Year.     44

Section 9.7.Modifications of Organizational Documents.     44

Section 9.8.Transactions with Affiliates.     44

ARTICLE X. DEFAULT     45

Section 10.1.Events of Default.     45

Section 10.2.Remedies Upon Event of Default.     49

Section 10.3.Remedies Upon Default.     49

Section 10.4.Permitted Deficiency.     49

Section 10.5.Marshaling; Payments Set Aside.     50

Section 10.6.Allocation of Proceeds.     50

Section 10.7.Performance by Agent.     51

Section 10.8.Rights Cumulative.     51

ARTICLE XI. The Agent     51

Section 11.1.Authorization and Action.     51

Section 11.2.Agent's Reliance, Etc.     52

Section 11.3.Notice of Defaults.     53

Section 11.4.Wells Fargo as Lender.     53

Section 11.5.Approvals of Lenders.     53

Section 11.6.Lender Credit Decision, Etc.     54

Section 11.7.Indemnification of Agent.     54

Section 11.8.Property Matters.     55

Section 11.9.Successor Agent.     55

Section 11.10.Titled Agents.     56

ARTICLE XII. Miscellaneous     56

Section 12.1.Notices.     56

Section 12.2.Expenses.     57

Section 12.3.Setoff.     57

Section 12.4.Litigation; Jurisdiction; Other Matters; Waivers.     58

Section 12.5.Successors and Assigns.     58

Section 12.6.Amendments and Waivers.     60

Section 12.7.Nonliability of Agent and Lenders.     61

Section 12.8.Confidentiality.     61

Section 12.9.Indemnification.     62

Section 12.10.Termination; Survival.     63

Section 12.11.Severability of Provisions.     63

Section 12.12.Governing Law     63

Section 12.13.Counterparts.     64

Section 12.14.Obligations with Respect to Loan Parties.     64

Section 12.15.Independence of Covenants.     64

Section 12.16.Entire Agreement.     64

Section 12.17.Construction; Conflict of Terms.     64

Section 12.18.Limitation of Liability of Borrower's General Partner.     64

Section 12.19.Limited Nature of Parent's Obligations.     64

Section 12.20.Limitation of Liability of Borrower's Directors, Officers, Etc.     65

Section 12.21.Replacement of Notes.     65

Section 12.22.USA Patriot Act Notice, Compliance.     65

Section 12.23.Electronic Document Deliveries.     65

SCHEDULE 2.16     Authorized Representatives

SCHEDULE 6.1(b)     Ownership of Loan Parties

SCHEDULE 6.1(f)     Litigation

EXHIBIT A     Form of Assignment and Assumption Agreement

EXHIBIT B     Form of Notice of Borrowing

EXHIBIT C     Form of Notice of Continuation

EXHIBIT D     Form of Notice of Conversion

EXHIBIT E     Form of Parent Guaranty

EXHIBIT F     Form of Note

EXHIBIT G     Form of Compliance Certificate

EXHIBIT H     Form of Transfer Authorizer Designation

THIS UNSECURED TERM LOAN AGREEMENT dated as of April 22, 2008 by and among CBL & Associates Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the "Borrower"), CBL & Associates Properties, Inc., a corporation organized under the laws of the State of Delaware (the "Parent"), joining in the execution of this Agreement solely for the limited purposes set forth in Section 12.19, each of the financial institutions initially a signatory hereto together with their assignees under Section 12.5 (the "Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo") as contractual representative of the Lenders to the extent and in the manner provided in Article XI. (in such capacity, the "Agent") and as a Lead Arranger (in such capacity, "Lead Arranger"), and AAREAL CAPITAL CORPORATION, as Syndication Agent (in such capacity, "Syndication Agent").

WHEREAS, the Borrower desires to obtain from the Lenders, and the Lenders desire to make available to the Borrower, an unsecured term loan in the aggregate principal amount of up to One Hundred Sixty-Five Million and No/100 Dollars ($165,000,000.00) (subject to the right to request increases in such term loan as provided for in Section 2.12 of this Agreement) on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

ARTICLE I.      Definitions

Section 1.1.      Definitions

     In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:

"Additional Costs" has the meaning given that term in Section 4.1.

"Adjusted Asset Value" means, as of a given date, the sum of EBITDA attributable to malls, power centers and all other assets for the trailing 4 quarters most recently ended, divided by 7.0%. In determining Adjusted Asset Value:

(i)     EBITDA attributable to real estate properties acquired during the most recently ended fiscal quarter shall be disregarded;

(ii)     EBITDA attributable to real estate properties acquired before the most recently ended fiscal quarter but during the three fiscal quarters preceding the most recently ended fiscal quarter shall be annualized, based upon the period beginning on the date of its acquisition through the measurement date;

(iii)     EBITDA attributable to Properties whose development was completed during such trailing four fiscal quarters shall be disregarded;

(iv)     EBITDA attributable to and Properties whose development was completed before such trailing four fiscal quarters but during any of the four fiscal quarters preceding such trailing four fiscal quarters, shall be annualized, based upon the period beginning on the first month after the first anniversary of its completion and ending on the measurement date;

(v)     EBITDA attributable to any Property which is currently under development shall be excluded;

(vi)     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

(vii)     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 basis and 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 December 31, 2007 as filed with the Securities and Exchange Commission, and otherwise in a manner reasonably acceptable to the Agent.

In addition, (i) 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 7.0%, 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 statements at its purchase price, and (ii) EBITDA attributable to the following six properties: Mall of Acadiana, Oak Park Mall, Hickory Point Mall, Eastland Mall, Layton Hills Mall and Triangle Town Center shall be excluded from the determination of Adjusted Asset Value for the twenty-four (24) month period beginning on September 1, 2006 and ending on August 31, 2008 so long as such properties are valued in Parent's financial statements at their purchase price.

"Advance" shall have the meaning given such term in Section 2.1 hereof. An Advance may be a Base Rate Advance or a LIBOR Advance.

"Affiliate" means with respect to any Person, (a) in the case of any such Person which is a partnership or limited liability company, any partner or member in such partnership or limited liability company, respectively, (b) any other Person which is directly or indirectly controlled by, controls or is under common control with such Person or one or more of the Persons referred to in the preceding clause (a), (c) any other Person who is an officer, director, trustee or employee of, or partner in, such Person or any Person referred to in the preceding clauses (a) and (b), (d) any other Person who is a member of the immediate family of such Person or of any Person referred to in the preceding clauses (a) through (c), and (e) any other Person that is a trust solely for the benefit of one or more Persons referred to in clause (d) and of which such Person is sole trustee; provided, however, in no event shall the Agent or any Lender or any of its or their Affiliates be an Affiliate of Borrower, Parent or any other Loan Party. For purposes of this definition, "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or otherwise. The Affiliates of a Person shall include any officer or director of such Person. In no event shall the Agent or any Lender, or any of its or their Affiliates, be deemed to be an Affiliate of the Borrower, Parent or any other Loan Party.

"Agent" means Wells Fargo Bank, National Association or any successor Agent appointed pursuant to Section 11.9.

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

"Applicable Law" means all applicable provisions of constitutions, statutes, rules, regulations and orders of all governmental bodies and all orders and decrees of all courts, tribunals and arbitrators.

"Applicable LIBOR Margin" means, as of any date of determination, the following amount, based on the Leverage Ratio for the most recent fiscal quarter in respect of which Borrower has delivered a Compliance Certificate pursuant to Section 8.3 hereof:

LEVERAGE	APPLICABLE LIBOR RATE MARGIN
Less than forty-five percent (45%)	One hundred fifty (150) basis points (1.50%)
Greater than or equal to forty-five percent (45%) but less than fifty-five percent (55%)	One hundred sixty (160) basis points (1.60%)
Greater than or equal to fifty five percent (55%) but less than sixty percent (60%)	One hundred seventy (170) basis points (1.70%)
Greater than or equal to sixty percent (60%)	One hundred eighty (180) basis points (1.80%)

provided that if, Borrower does not timely deliver the Compliance Certificate required to be delivered pursuant to Section 8.3 hereof setting forth the Leverage Ratio for such fiscal quarter, and does not cure such failure within ten (10) days after notice from Agent, then, for the period commencing on the first day after the expiration of such ten-day cure period and continuing until such Compliance Certificate is so delivered, the "Applicable LIBOR Margin" shall be one hundred eighty (180) basis points. As of the date of Closing, the Applicable LIBOR Margin is one hundred sixty (160) basis points.

"Assignee" has the meaning given that term in Section 12.5(c).

"Assignment and Assumption" means an Assignment and Assumption Agreement among a Lender, an Assignee and the Agent, substantially in the form of Exhibit A.

"Base Rate" means the Federal Funds Rate plus one and three-quarters percent (1.75%) (i.e. one hundred seventy-five (175) basis points); provided however, in no event shall the Base Rate ever be less than, at the time of such determination, LIBOR for an Interest Period of one month plus the then Applicable LIBOR Margin. Such rate may not be the lowest rate charged by the Lender then acting as Agent or any of the other Lenders on similar loans or extensions of credit. Each change in the Base Rate shall become effective without prior notice to the Borrower or the Lenders automatically as of the opening of business on the date of such change in the Base Rate.

"Base Rate Advance" means an Advance bearing interest at a rate based on the Base Rate.

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

"Business Day" means a day of the week (but not a Saturday, Sunday or holiday) on which the offices of Agent in San Francisco, California are open to the public for carrying on substantially all of Agent's business functions. Unless specifically referenced in this Agreement as a Business Day, all references to "days" shall be to calendar days.

"Commitment" means, as to each Lender, (i) such Lender's obligation to make its Advance pursuant to Section 2.1(a)(i), in an amount up to, but not exceeding the amount set forth for such Lender on its signature page hereto as such Lender's "Commitment Amount", (ii) in the event the aggregate amount of the Commitments is increased pursuant to Section 2.12, such Lender's obligation, if such Lender has agreed to increase its Commitment pursuant to Section 2.12, to make its Advance pursuant to Section 2.1(a)(ii), in an amount up to, but not exceeding, the amount of such increase in such Lender's Commitment, and (iii) in the event the aggregate amount of the Commitments is increased pursuant to Section 2.12 and such Lender becomes a party hereto in connection therewith, such new Lender's obligation to make its Advance pursuant to Section 2.1(a)(ii), in an amount up to, but not exceeding, such new Lender's Commitment, in each case subject to modification by an Assignment and Assumption as provided therein. All Advances shall be made either at, or within thirty (30) days after, the Agreement Date or the effective date of the increase in the Commitments pursuant to Section 2.12, as the case may be, and Borrower shall not have the right to request, and Lenders shall not have the obligation to make, any Advances thereafter.

"Compliance Certificate" has the meaning given that term in Section 8.3.

"Continue", "Continuation" and "Continued" each refers to the continuation of an Advance which is a LIBOR Advance from one Interest Period to another Interest Period pursuant to Section 2.9(a).

"Convert", "Conversion" and "Converted" each refers to the conversion of an Advance of one Type into an Advance of another Type pursuant to Section 2.9(b).

"Credit Event" means any of the following: (a) the making (or deemed making) of an Advance, (b) the Conversion of an Advance, and (c) the Continuation of a LIBOR Advance.

"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" means any of the events specified in Section 10.1, whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

"Default Rate" means a rate per annum equal to the Prime Rate as in effect from time to time plus two percent (2.0%).

"Defaulting Lender" has the meaning set forth in Section 3.8.

"Dollars" or "$" means the lawful currency of the United States of America.

"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;

(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)     (i)     extraordinary or nonrecurring net gains or losses (other than gains or losses from the sale of outparcels of Properties, except as otherwise provided in clause (d)(ii) below) for such period;

     (ii)     gains or losses from the sale of outparcels and non-operating Properties for such period (provided however, that the gains or losses from such sales of outparcels and non-operating Properties may not exceed five percent (5%) of EBITDA calculated prior to taking such gains or losses into account); and

     (iii)     expense relating to the extinguishments 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.

"Effective Date" means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 5.1 shall have been fulfilled or waived in accordance with the provisions of Section 12.6.

"Eligible Assignee" means any Person who is: (a) an existing Lender; (b) a commercial bank, trust company, savings and loan association, savings bank, insurance company, investment bank or pension fund organized under the laws of the United States of America, any state thereof or the District of Columbia, and having total assets in excess of $10,000,000,000; or (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Co-operation and Development, or a political subdivision of any such country, and having total assets in excess of $10,000,000,000, provided that such bank is acting through a branch or agency located in the United States of America. If such entity is not currently a Lender, such entity's (or in the case of a bank which is a subsidiary, such bank's parent's) senior unsecured long term indebtedness must be rated BBB or higher by Standard & Poor's Rating Services (a division of The McGraw-Hill Companies, Inc.), Baa2 or higher by Moody's Investors Services, Inc. or the equivalent or higher of either such rating by another rating agency acceptable to the Agent.

"Environmental Laws" means any Applicable Law relating to environmental protection or the manufacture, storage, disposal or clean-up of Hazardous Substances including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection Agency and any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous Substances.

"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.

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

"ERISA" means the Employee Retirement Income Security Act of 1974, as in effect from time to time.

"ERISA Group" means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

"Event of Default" means any of the events specified in Section 10.1, provided that any requirement for notice or lapse of time or any other condition has been satisfied.

"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.

"Federal Funds Rate" means, for any day, the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Agent by federal funds dealers selected by the Agent on such day on such transaction as determined by the Agent.

"Fees" means the fees and commissions provided for or referred to in Section 3.5 and any other fees payable by the Borrower hereunder or under any other Loan Document.

"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.

"General Partner" means CBL Holdings I, Inc., a Delaware corporation, and a Wholly Owned Subsidiary of the Parent and the sole general partner of Borrower, and shall include the General Partner's successors and permitted assigns

"Governmental Approvals" means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

"Governmental Authority" means any United States national, state or local government, any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department or other entity (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

"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 any of the preceding four (4) fiscal quarters 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 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 7.0%; 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 value of such operating Properties included in 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 applicable to such real 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 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. As the context requires, "Guaranty" shall also mean the Parent Guaranty executed and delivered pursuant to Section 5.1.

"Hazardous Substances" means any pollutant, contaminant, hazardous, toxic or dangerous waste, substance or material, or any other substance or material regulated or controlled pursuant to any Environmental Law, including, without limiting the generality of the foregoing, asbestos, PCBs, petroleum products (including crude oil, natural gas, natural gas liquids, liquefied natural gas or synthetic gas) or any other substance defined as a "hazardous substance," "extremely hazardous waste," "restricted hazardous waste," "hazardous material," "hazardous chemical," "hazardous waste," "regulated substance," "toxic chemical," "toxic substance" or other similar term in any Environmental Law.

"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.

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.

"Interest Period" means, with respect to each LIBOR Advance, each period commencing on the date such LIBOR Advance is made or the last day of the next preceding Interest Period for such LIBOR Advance and ending on the numerically corresponding day in the first, second, third, sixth or, if available to all Lenders, twelfth calendar month thereafter, as the Borrower may select in a Notice of Borrowing, Notice of Continuation or Notice of Conversion, as the case may be, except that each such Interest Period that commences on the last LIBOR Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last LIBOR Business Day of the appropriate subsequent calendar month. In addition to such periods, with the prior consent of each Lender in each case, the Interest Period of a LIBOR Advance may have a duration of between seven days and one month.

Notwithstanding the foregoing: (i) if any Interest Period would otherwise end after the Maturity Date, such Interest Period shall end on the Maturity Date (provided, however, without the prior consent of each Lender in each case, no Interest Period shall have a duration of less than one month and, if the Interest Period for any Advance would otherwise be a shorter period, such Advance shall not be available hereunder for such period); and (ii) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the next Business Day (or, if such next Business Day falls in the following calendar month, then on the prior Business Day).

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.

"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.

"Lender" means each financial institution from time to time party hereto as a "Lender", together with its respective successors and permitted assigns. With respect to matters requiring the consent or approval of all Lenders at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and, for voting purposes only, "all Lenders" shall be deemed to mean "all Lenders other than Defaulting Lenders."

"Lending Office" means, for each Lender and for each Type of Advance, the office of such Lender specified as such on its signature page hereto or in the applicable Assignment and Assumption Agreement, or such other office of such Lender as such Lender may notify the Agent in writing from time to time.

"Leverage Ratio" means, as of any date the same is calculated, the ratio of (a) Total Liabilities of the Parent and its Subsidiaries as of the last day of the fiscal quarter ending on or most recently ended prior to such date to (b) Gross Asset Value of the Parent and its Subsidiaries as of the last day of such fiscal quarter, determined in each case on a combined basis in accordance with GAAP.

"LIBOR" means, for any LIBOR Advance for any Interest Period therefor, the rate rounded upward to the nearest one-one hundredth (1/100^th) of one percent (0.01%) quoted by the Lender then acting as Agent as the London Interbank Offered Rate for deposits in U.S. Dollars as of 9:00 a.m. (San Francisco time) two (2) LIBOR Business Days prior to the first day of such Interest Period, which day shall be a LIBOR Business Day, in an amount equal to the LIBOR Advance so requested and for a period equal to such Interest Period. Each determination of LIBOR by the Lender then acting as Agent shall, in the absence of manifest error, be conclusive and binding.

"LIBOR Advance" means an Advance bearing interest at a rate based on LIBOR.

"LIBOR Business Day" means a Business Day on which dealings in U.S. dollars are carried on in the London Interbank Market.

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

"Loan" means the aggregate principal amount of outstanding Advances.

"Loan Document" means this Agreement, each Note, each Guaranty 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 Agreement.

"Loan Party" means the Borrower, the Parent, the General Partner and each other Person who guarantees all or a portion of the Obligations.

"Management Company" means CBL & Associates Management, Inc., a Delaware corporation, or any other Person that succeeds to the obligations of CBL & Associates Management, Inc. to manage the Properties, together with its successors and permitted assigns.

"Material Adverse Effect" means a materially adverse effect on (a) the business, assets, liabilities, financial condition, or results of operations of the Borrower and its Subsidiaries, or the Parent and its Subsidiaries, in either case taken as a whole, (b) the ability of the Borrower, any other Loan Party or the Parent to perform its obligations under any Loan Document to which it is a party, (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Lenders and the Agent under any of the Loan Documents or (e) the timely payment of the principal of or interest on the Advances or other amounts payable in connection therewith.

"Maturity Date" means April 22, 2011, or such later date to which such date may be extended in accordance with Section 2.13.

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

"Net Operating Income" means, for any real property and for the period of twelve 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, 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.

"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" means a promissory note of the Borrower substantially in the form of Exhibit F, payable to Lender in a principal amount equal to the amount of such Lender's Commitment and otherwise duly completed, together with such other replacement notes as may be issued from time to time pursuant to Section 2.12 or Section 12.5, as hereafter amended, supplemented, replaced or modified.

"Notice of Borrowing" means a notice substantially in the form of Exhibit B to be delivered to the Agent pursuant to Section 2.1(b) evidencing the Borrower's request for a borrowing of an Advance.

"Notice of Continuation" means a notice substantially in the form of Exhibit C to be delivered to the Agent pursuant to Section 2.9(a) evidencing the Borrower's request for the Continuation of a LIBOR Advance.

"Notice of Conversion" means a notice substantially in the form of Exhibit D to be delivered to the Agent pursuant to Section 2.9(b) evidencing the Borrower's request for the Conversion of an Advance from one Type to another Type.

"Obligations" means, individually and collectively, without duplication: (a) the aggregate principal balance of, and all accrued and unpaid interest on, all Advances; and (b) all other indebtedness, liabilities, obligations, covenants and duties of the Borrower or any of the other Loan Parties owing to the Agent or any Lender of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents, including, without limitation, the Fees and indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note.

"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 8.4(f), 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" has the meaning set forth in the introductory paragraph hereof and shall include the Parent's successors and permitted assigns.

"Parent Guaranty" means the Parent Guaranty executed and delivered by the Parent in favor of the Agent and the Lenders and substantially in the form of Exhibit E.

"Participant" has the meaning given that term in Section 12.5(b).

"Permanent Loan Estimate" means, as of any date of determination and with respect to any Property, an amount equal to (a) the Net Operating Income of such Property divided by (b) the product of (i) 1.25 and (ii) the mortgage constant for a 30-year loan bearing interest at a per annum rate equal to the average rate published in the United States Federal Reserve Statistical Release (H.15) for 10-year Treasury Constant Maturities during the previous four fiscal quarters plus 1.5%.

"Permitted Deficiency" has the meaning given that term in Section 10.4.

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

"Prime Rate" means a base rate of interest which Agent establishes from time to time and which serves as the basis upon which the effective rates of interest are calculated for those loans making reference thereto (which rate of interest may not be the lowest rate charged by Agent or any of the Lenders on similar loans). Any change in an effective rate due to a change in the Prime Rate shall become effective on the day each such change is announced by Agent at its Principal Office.

"Principal Office" means 2120 E. Park Place, Suite 100, El Segundo, California 90245, or such other office as the Agent may notify the Borrower.

"Principals" means (a) Charles B. Lebovitz, John N. Foy, Ben S. Landress, Stephen D. Lebovitz, Michael Lebovitz and/or Ronald L. Fullam, Jr., (b) any of such individual's immediate family members consisting of his spouse and his lineal descendants (whether natural or adopted), (c) a trust, partnership or other similar entity of which any of the Persons identified in either of the immediately preceding clauses (a) or (b) are the sole beneficiaries of all of the interest therein, and (d) any Subsidiary of any of the Persons identified in any of the immediately preceding clauses (a) through (c), so long as any of the individuals identified in the immediately preceding clause (a) owns or controls at least 10% 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).

"Pro Rata Share" means as to each Lender, the ratio, expressed as a percentage, of (a) the amount of such Lender's Advance to (b) the aggregate amount of the Advances of all Lenders hereunder.

"Property" means a parcel (or group of related parcels) of real property owned by Parent, Borrower, or any Subsidiary or Affiliate of Parent or Borrower.

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

"Regulatory Change" means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks, including such Lender, of or under any Applicable Law (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or compliance by any Lender with any request or directive regarding capital adequacy.

"REIT" means a Person qualifying for treatment as a "real estate investment trust" under the Internal Revenue Code.

"Requisite Lenders" means, as of any date, Lenders having at least 51% of the principal amount of the Advances; provided however, at any time that there are two (2) or more Lenders (excluding Defaulting Lenders) Requisite Lenders must always include at least two (2) Lenders; provided further, in the case of any amendment to Section 9.1, or to any defined term where such amendment could affect compliance with Section 9.1, Requisite Lenders must include Agent. In determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Pro Rata Shares of the Loan of Lenders shall be redetermined, for voting purposes only, to exclude the Pro Rata Shares of the Loan of such Defaulting Lenders.

"Restricted Payment" means any of the following:

(a)     any dividend or other distribution, direct or indirect, on account of any shares of any class of stock or other Equity Interest of the Parent or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or other Equity Interest to the holders of that class;

(b)     any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock or other Equity Interest of the Parent or any of its Subsidiaries now or hereafter outstanding;

(c)     any payment or prepayment of principal of, premium, if any, or interest on, redemption, conversion, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt; and

(d)     any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock or other Equity Interest of the Parent or any of its Subsidiaries now or hereafter outstanding.

"Secured Indebtedness" means, as to any Person, any Indebtedness of such Person which is secured by a Lien.

"Securities Act" means the Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.

"Senior Officer" means the Chairman, Vice Chairman, President, an Executive Vice President, Senior Vice President - Finance, Senior Vice President - Accounting, Controller and the chief financial officer of the Borrower or the Parent.

"Significant Subsidiary" means any Subsidiary which has assets having an aggregate book value in excess of 10.0% of Gross Asset Value at any time.

"Solvent" means, when used with respect to any Person, that (a) the fair value and the fair salable value of its assets (excluding any Indebtedness due from any affiliate of such Person) are each in excess of the fair valuation of its Total Liabilities (including all contingent liabilities); (b) such Person is able to pay its debts or other obligations in the ordinary course as they mature; and (c) such Person has capital not unreasonably small to carry on its business and all business in which it proposes to be engaged.

"Subordinated Debt" means Indebtedness for money borrowed of the Borrower or any of its Subsidiaries that is subordinated in right of payment and otherwise to the Advances and the other Obligations in a manner satisfactory to the Agent in its sole and absolute discretion.

"Subsidiary" 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.

"Supermajority Lenders" means, as of any date, Lenders having at least 90% of the principal amount of the Advances. In determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Pro Rata Shares of the Loan of Lenders shall be redetermined, for voting purposes only, to exclude the Pro Rata Shares of the Loan of such Defaulting Lenders.

"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, 2002 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 (but excluding any such write-up for purchase price adjustments of acquisition properties based on GAAP), 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.

"Taxes" has the meaning given that term in Section 3.9.

"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 letters of credit 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 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 any 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; and

(3)     all items included in the line item "Accounts Payable and Accrued Liabilities" under the category of "Liabilities and Shareholder's Equity" in the Consolidated Balance Sheets included in 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.

"Type" with respect to any Advance, refers to whether such Advance is a LIBOR Advance or Base Rate Advance.

"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.

"Unsecured Indebtedness" shall mean, as to any Person, any Indebtedness of such Person which is not secured by a Lien, but excluding trade payables.

"Wells Fargo" means Wells Fargo Bank, National Association, and its successors and permitted assigns.

"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.

"2006 Credit Agreement" shall mean that certain Amended and Restated Credit Agreement dated as of August 22, 2006 by and among CBL Associates Limited Partnership, as "Borrower", CBL Associates Properties, Inc., as "Parent", the lenders party thereto, and Wells Fargo Bank, National Association, as "Agent", evidencing an unsecured credit facility of up to $560,000,000.00, as the same has been and may be modified, amended, supplemented and restated from time to time.

Section 1.2.      General; References to San Francisco Time.

Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP in effect as of the Agreement Date. References in this Agreement to "Sections", "Articles", "Exhibits" and "Schedules" are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. references in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified from time to time to the extent permitted hereby and in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to "Subsidiary" means a Subsidiary of the Parent or the Borrower (or a Subsidiary of such Subsidiary) and a reference to an "Affiliate" means a reference to an Affiliate of the Borrower or the Parent. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to San Francisco, California time.

ARTICLE II.      Credit Facility

Section 2.1.      Commitment to Lend.

(a)     Making of Advances.

(i)     Subject to the terms and conditions set forth in this Agreement, each Lender severally and not jointly agrees to make one (1) loan (together with any loan made pursuant to clause (ii) immediately below, an "Advance") to the Borrower during the period from and including the Effective Date to but excluding the date which is thirty (30) days after the Effective Date, in a principal amount up to, but not exceeding, the amount of such Lender's Commitment.

(ii)     In the event the aggregate amount of the Commitments is increased pursuant to Section 2.12, then subject to the terms and conditions set forth in this Agreement, each Lender (including each new Lender which has agreed to become party hereto by making a new loan or by obtaining an increased Commitment pursuant to Section 2.12) severally and not jointly agrees to make one (1) loan to the Borrower during the period from and including the date the Commitments are so increased to but excluding the date which is thirty (30) days after the date the Commitments are so increased, in a principal amount up to, but not exceeding, the amount of the increase in such Lender's Commitment (or, in the case of a new Lender, the amount of such new Lender's Commitment).

Each principal repayment applied to the Notes shall reduce the Commitments on a dollar-for-dollar basis, and Advances that have been repaid may not be reborrowed.

(b)     Requests for Advances. Not later than 10:00 a.m. San Francisco time at least 1 Business Day prior to a borrowing of Base Rate Advances and not later than 10:00 a.m. San Francisco time at least three (3) LIBOR Business Days prior to a borrowing of LIBOR Advances, the Borrower shall deliver to the Agent a Notice of Borrowing. The Notice of Borrowing shall specify the aggregate principal amount of the Advances to be borrowed, the date such Advances are to be borrowed (which must be a Business Day or a LIBOR Business Day with respect to LIBOR Advances), the Type of the requested Advances, and if such Advances are to be LIBOR Advances, the initial Interest Period for such Advances. If the Borrower fails to indicate the Type of Advances being borrowed in the Notice of Borrowing, then the Borrower shall be deemed to have requested a borrowing of LIBOR Advances having an Interest Period of one month. Prior to delivering the Notice of Borrowing, the Borrower may request that the Agent provide the Borrower with a current quote of LIBOR. The Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.

(c)     Funding of Advances. Promptly after receipt of a Notice of Borrowing under the immediately preceding subsection (b), the Agent shall notify each Lender by telex or telecopy, or other similar form of transmission, of the proposed borrowing. Each Lender shall deposit an amount equal to the Advance to be made by such Lender to the Borrower with the Agent at the Principal Office, in immediately available funds not later than 9:00 a.m. San Francisco time on the date of such proposed Advances. Subject to fulfillment of all applicable conditions set forth herein, the Agent shall make available to the Borrower at the Principal Office, not later than 11:00 a.m. San Francisco time on the date of the requested borrowing of Advances, the proceeds of such amounts received by the Agent.

Borrower hereby authorizes Agent to disburse the proceeds of the Advances as requested by an authorized representative of the Borrower to any of the accounts designated in Exhibit H hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or, (ii) made in Borrower's name and accepted by Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Agent will inform Borrower of any errors actually known by Agent in any information provided by Borrower, but Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Agent takes these actions Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Agent and Borrower or between any Lender and Borrower. Borrower agrees to notify Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within 14 days after Agent's confirmation to Borrower of such transfer.

Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization; (ii) require use of a bank unacceptable to Agent or prohibited by any Governmental Authority; (iii) cause Agent to violate any Federal Reserve or other regulatory risk control program or guideline; or (iv) otherwise cause Agent to violate any Applicable Law.

Neither Agent nor any Lender shall be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Agent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Agent's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Agent, any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Agent, nor any Lender, makes any representations or warranties other than those expressly made in this Agreement.

(d)     Assumptions Regarding Funding by Lenders. With respect to Advances to be made after the Effective Date, unless the Agent shall have been notified by any Lender that such Lender will not make available to the Agent an Advance to be made by such Lender, the Agent may assume that such Lender will make the proceeds of such Advance available to the Agent in accordance with this Section and the Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower the amount of such Advance to be provided by such Lender.

Section 2.2.      Intentionally Omitted.

Section 2.3.      Intentionally Omitted.

Section 2.4.      Rates and Payment of Interest on Advances

(a)     Rates. The Borrower promises to pay to the Agent for the account of each Lender interest on the unpaid principal amount of the Advance made by such Lender for the period from and including the date of the making of such Advance to but excluding the date such Advance shall be paid in full, at the following per annum rates:

(i)     during such periods as such Advance is a Base Rate Advance, at the Base Rate (as in effect from time to time); and

(ii)     during such periods as such Advance is a LIBOR Advance, at LIBOR for such Advance for the Interest Period therefore, plus the Applicable LIBOR Margin Rate. Each change in the Applicable LIBOR Margin shall become effective as of the first day of the quarter in which such Compliance Certificate required to be delivered pursuant to Section 8.3 is due. By way of illustration, for a Compliance Certificate delivered on August 15, relating to the quarter ending June 30, the applicable LIBOR Margin based on the Leverage Ratio set forth in said Compliance Certificate shall become effective on July 1. Prior to the delivery of the Compliance Certificate, and any resulting change in the Applicable LIBOR Margin, Borrower shall continue to pay interest based on the Applicable LIBOR Margin in effect in the immediately preceding quarter (or as specified in the proviso in the definition of Applicable LIBOR Margin, if Borrower fails to deliver the Compliance Certificate prior to the expiration of the ten-day cure period specified therein), and any overpayment or underpayment of interest shall be reconciled on the first interest payment date following delivery of such Compliance Certificate.

Notwithstanding the foregoing, while any Event of Default shall exist, the Borrower shall, upon and after the Agent's demand, pay to the Agent for the account of each Lender interest at the Default Rate on the outstanding principal amount of any Advance made by such Lender, and on any other amount payable by the Borrower hereunder or under the Notes held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted under Applicable Law).

(b)     Payment of Interest. All accrued and unpaid interest on the outstanding principal amount of each Advance shall be payable (i) monthly in arrears on the first day of each month, commencing with the first full calendar month occurring after the Effective Date and (ii) on any date on which the principal balance of such Advance is due and payable in full (whether at maturity, due to acceleration or otherwise). Interest payable at the Default Rate shall be payable from time to time on demand. All determinations by the Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

Section 2.5.      Number of Interest Periods.

Notwithstanding anything to the contrary contained in this Agreement, there may be no more than eight (8) different Interest Periods outstanding at the same time.

Section 2.6.      Repayment of Advances.

The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Advances on the Maturity Date.

Section 2.7.      Prepayments.

Subject to Section 4.4, the Borrower may prepay the Advances at any time without premium or penalty. The Borrower shall give the Agent at least 3 Business Days prior notice of the prepayment of the Advances. Each voluntary prepayment of Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof.

Section 2.8.      Late Charges.

So long as the Default Rate is not payable with respect to the Obligations as provided in Section 2.4, if any payment required under this Agreement is not paid within 15 days after it becomes due and payable, the Borrower shall pay a late charge for late payment to compensate the Lenders for the loss of use of funds and for the expenses of handling the delinquent payment, in an amount equal to three percent (3.0%) of such delinquent payment. Such late charge shall be paid in any event not later than the due date of the next subsequent installment of principal and/or interest. In the event the maturity of the Obligations hereunder occurs or is accelerated pursuant to Section 10.2, this Section shall apply only to payments overdue prior to the time of such acceleration. This Section shall not be deemed to be a waiver of the Lenders' right to accelerate payment of any of the Obligations as permitted under the terms of this Agreement.

Section 2.9.      Provisions Applicable to LIBOR Advances; Limitation on Base Rate Advances.     

(a)     Continuation of LIBOR Advances. Subject to the other terms and conditions of this Agreement, including without limitation, the immediately following subsection (c), the Borrower may on any LIBOR Business Day, with respect to any LIBOR Advance, elect to maintain such LIBOR Advance or any portion thereof as a LIBOR Advance by selecting a new Interest Period for such LIBOR Advance. Each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Agent a Notice of Continuation not later than 10:00 a.m. San Francisco time on the third LIBOR Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be in the form of a Notice of Continuation, specifying (i) the proposed date of such Continuation, (ii) the LIBOR Advance and portion thereof subject to such Continuation and (iii) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Advances outstanding hereunder. Each Continuation of LIBOR Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof. Promptly after receipt of a Notice of Continuation, but in no event later than the next Business Day after receipt, the Agent shall notify each Lender of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Advance in accordance with this Section, such Advance will automatically, on the last day of the current Interest Period therefor, Continue as a LIBOR Advance having an Interest Period of one month.

(b)     Conversion of LIBOR Advances.Subject to the other terms and conditions of this Agreement, including without limitation, the immediately following subsection (c), the Borrower may on any Business Day (or LIBOR Business Day with respect to any conversion to or from LIBOR Advances), upon the Borrower's giving of a Notice of Conversion to the Agent, Convert all or a portion of an Advance of one Type into an Advance of another Type. Any Conversion of a LIBOR Advance into a Base Rate Advance shall be made on, and only on, the last day of an Interest Period for such LIBOR Advance. Each such Notice of Conversion shall be given not later than 10:00 a.m. San Francisco time one Business Day prior to the date of any proposed Conversion into Base Rate Advances and three LIBOR Business Days prior to the date of any proposed Conversion into LIBOR Advances. Promptly after receipt of a Notice of Conversion, but in no event later than the next Business Day after receipt, the Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Advance to be Converted, (c) the portion of such Type of Advance to be Converted, (d) the Type of Advance such Advance is to be Converted into and (e) if such Conversion is into a LIBOR Advance, the requested duration of the Interest Period of such Advance. Each Conversion of Base Rate Advances into LIBOR Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof.

(c)     Conditions to Conversion and Continuation. The effectiveness of (i) the Continuation of a LIBOR Advance and (ii) the conversion of a Base Rate Advance into a LIBOR Advance, is subject to the condition that:

(x)     none of the following exists as of the date of such Continuation or Conversion and none would exist immediately after giving effect thereto: (A) any Default under subsection (a), (b)(i), (e) or (f) of Section 10.1, (B) any other Default as to which the Agent has given the Borrower notice, or (C) an Event of Default; and

(y)     such Continuation or Conversion is not otherwise prohibited under this Agreement.

(d)     Limitation on Interest Period Duration During Default. Notwithstanding anything to the contrary contained in this Agreement, no LIBOR Advance that may otherwise be made hereunder shall have an Interest Period longer than one month if any Default exists.

(e)     Limitation on Base Rate Advances. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may only request Base Rate Advances, or Convert LIBOR Advances into Base Rate Advances, under the following circumstances:

(i)     if the Borrower has requested a borrowing of LIBOR Advances having an Interest Period of less than one month and at least one Lender did not consent to such Interest Period, then the Borrower may request that such borrowing of Advances be Base Rate Advances; provided, however, that the Borrower shall repay such Base Rate Advances in full no later than 7 calendar days after such Advances have been made; and

(ii)     if the obligation of any Lender to make LIBOR Advances or to Continue, or to Convert Base Rate Advances into, LIBOR Advances shall be suspended pursuant to Section 4.2 or Section 4.3, then Borrower may borrow Base Rate Advances as provided in Section 4.5.

Section 2.10.      Notes.

The Advance made by each Lender shall, in addition to this Agreement, also be evidenced by a promissory note of the Borrower substantially in the form of Exhibit F (each a "Note"), payable to the order of such Lender in a principal amount equal to the amount of its Commitment as originally in effect and otherwise duly completed.

Section 2.11.      Intentionally Omitted.

Section 2.12.      Increase in Commitments.

The Borrower shall have the right to request increases in the aggregate amount of the Commitments by providing written notice to the Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $250,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. In the event any Lender notifies Agent that it will not increase its Commitment, Agent will give Borrower notice thereof within five (5) Business Days after receipt of such notification from such Lender. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default is in existence on the effective date of such increase, (y) unless the Borrower can demonstrate to the reasonable satisfaction of the Agent that, after giving effect to such increase, the Borrower will be in compliance with Section 9.1. and (z) if any representation or warranty made or deemed made by the Borrower, any other Loan Party or the Parent, in any Loan Document to which such Person is a party is not (or would not be) materially true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request, and (b) the Agent shall make appropriate arrangements so that the Borrower executes and delivers (which the Borrower agrees to do) a new or replacement Note, as appropriate, in favor of each new Lender, and any existing Lender increasing its Commitment, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Section 2.13.      Extension of Maturity Date.

The Borrower may request that the Agent and the Lenders extend the current Maturity Date by up to two (2) periods of one (1) year each by executing and delivering to the Agent at least ninety (90) days but not more than one hundred eighty (180) days prior to the then-current Maturity Date, a written request for such extension. The Agent shall forward to each Lender a copy of such request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended for such one-year period: (a) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall or would exist and (b) the Borrower shall have paid the Fees payable under Section 3.5(d). The Maturity Date may be extended only two (2) times pursuant to this Section.

Section 2.14.      Intentionally Omitted.

Section 2.15.      Intentionally Omitted.

Section 2.16.      Authorized Representatives.

Agent is authorized to rely upon the continuing authority of the persons, officers, signatories or agents hereafter designated ("Authorized Representatives") to bind Borrower with respect to all matters pertaining to establishment of the Loan and the Loan Documents including, but not limited to, the request for Advances and the selection of interest rates. Such authorization may be changed only upon written notice to Agent accompanied by evidence, reasonably satisfactory to Agent, of the authority of the person giving such notice. The present Authorized Representatives are listed on Schedule 2.16.

ARTICLE III.      Payments, Fees and Other General Provisions.

Section 3.1.      Payments.

Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Agent at the Principal Office, not later than 11:00 a.m. San Francisco time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.6, the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. In the event the Agent fails to pay such amounts to such Lender within one Business Day of receipt of such amounts, the Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

Section 3.2.      Pro Rata Treatment.

Except to the extent otherwise provided herein: (a) each borrowing from Lenders under Section 2.1 shall be made from the Lenders pro rata according to their respective unused Commitments, and each payment of the fees under Sections 3.5(d), shall be made for the account of the Lenders pro rata according to the amounts of their respective Commitments; (b) each payment or prepayment of principal of Advances by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Advances held by them; (c) each payment of interest on Advances by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Advances then due and payable to the respective Lenders; and (d) the Conversion and Continuation of Advances of a particular Type (other than Conversions provided for by Section 4.5) shall be made pro rata among the Lenders according to the amounts of their respective Advances and the then current Interest Period for each Lender's portion of each Advance of such Type shall be coterminous.

Section 3.3.      Sharing of Payments, Etc.

If a Lender shall obtain payment of any principal of, or interest on, any Advance under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 10.6, such Lender shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Advances made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2 or Section 10.6, as applicable. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Advances or other Obligations owed to such other Lenders may, subject to the limitations of Section 12.3, exercise all rights of set-off, banker's lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Advances in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Section 3.4.      Several Obligations.

No Lender shall be responsible for the failure of any other Lender to make an Advance or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to make an Advance or to perform any other obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make any Advance or to perform any other obligation to be made or performed by such other Lender.

Section 3.5.      Fees.

(a)     Closing Fees. On the Effective Date, the Borrower agrees to pay to the Agent and each Lender all loan fees as have been agreed to in writing by the Borrower and the Agent or each Lender, as applicable.

(b)     Intentionally Omitted.

(c)     Intentionally Omitted.

(d)     Extension Fee. If, pursuant to Section 2.13, the Borrower exercises its right to extend the Maturity Date, the Borrower agrees to pay to the Agent for the account of each Lender an extension fee equal to fifteen one-hundredths of one percent (0.15%) (i.e. fifteen (15) basis points) of the amount of such Lender's Commitment on the Maturity Date being extended. Such fee shall be paid to the Agent prior to, and as a condition to, each such extension.

(e)     Administrative and Other Fees. The Borrower agrees to pay the administrative and other fees of the Agent as may be agreed to in writing from time to time.

Section 3.6.      Computations.

Unless otherwise expressly set forth herein, any accrued interest on any Advance, any Fees or other Obligations due hereunder shall be computed on the basis of a year of 360 days and the actual number of days elapsed.

Section 3.7.      Usury.

In no event shall the amount of interest due or payable on the Advances or other Obligations exceed the maximum rate of interest allowed by Applicable Law and, if any such payment is paid by the Borrower or received by any Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under Applicable Law. The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this Agreement is and shall be the interest specifically described in Section 2.4(a)(i) and (ii). Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, facility fees, letter of credit fees, underwriting fees, default charges, late charges, funding or "breakage" charges, increased cost charges, attorneys' fees and reimbursement for costs and expenses paid by the Agent or any Lender to third parties or for damages incurred by the Agent or any Lender, are charges made to compensate the Agent or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to be performed or incurred, by the Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable when due.

Section 3.8.      Defaulting Lenders.     

If for any reason any Lender (a "Defaulting Lender") shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 5 Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender's right to participate in the administration of the Advances, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (after giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due (without giving effect to any notice or cure periods) until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. The Agent shall give the Borrower prompt notice of the failure of any Lender to make available to the Agent the proceeds of any Advance required to be made available by such Lender. Any amounts received by the Agent in respect of a Defaulting Lender's Advances shall not be paid to such Defaulting Lender and shall be held by the Agent and, except as otherwise provided in this Section 3.8, paid to such Defaulting Lender upon the Defaulting Lender's curing of its default.

Section 3.9.      Taxes.

(a)     Taxes Generally. All payments by the Borrower of principal of, and interest on, the Advances and all other Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes (other than withholding taxes) that would not be imposed but for a connection between the Agent or a Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), (iii)  any taxes imposed on or measured by any Lender's assets, net income, receipts or branch profits and (iv) any taxes arising after the Agreement Date solely as a result of or attributable to a Lender changing its designated Lending Office after the date such Lender becomes a party hereto (such non-excluded items being collectively called "Taxes"). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will:

(i)     pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted;

(ii)     promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such Governmental Authority; and

(iii)     pay to the Agent for its account or the account of the applicable Lender, as the case may be, such additional amount or amounts as is necessary to ensure that the net amount actually received by the Agent or such Lender will equal the full amount that the Agent or such Lender would have received had no such withholding or deduction been required.

(b)     Tax Indemnification. If the Borrower fails to pay any Taxes when due to the appropriate Governmental Authority or fails to remit to the Agent, for its account or the account of the respective Lender, as the case may be, the required receipts or other required documentary evidence, the Borrower shall indemnify the Agent and the Lenders for any incremental Taxes, interest or penalties that may become payable by the Agent or any Lender as a result of any such failure. For purposes of this Section, a distribution hereunder by the Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.

(c)     Tax Forms. Prior to the date that any Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Person shall deliver to the Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax under the Code. Each such Lender or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrower or the Agent. The Borrower shall not be required to pay any amount pursuant to last sentence of subsection (a) above to any Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from such payment to such Lender such amounts as are required by the Code. If any Governmental Authority asserts that the Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

ARTICLE IV.      Yield Protection, Etc.

Section 4.1.      Additional Costs; Capital Adequacy.

(a)     Additional Costs. The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Advances or its obligation to make any LIBOR Advances hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Advances or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Advances or its Commitment (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Advances or its Commitment (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Advances by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Advances is determined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender's policies with respect to capital adequacy).

(b)     Lender's Suspension of LIBOR Advances. Without limiting the effect of the provisions of the immediately preceding subsection (a), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on LIBOR Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes LIBOR Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Advances into, LIBOR Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provision of Section 4.5 shall apply).

(c)     Intentionally Omitted.

(d)     Notification and Determination of Additional Costs. Each of the Agent and each Lender, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that if the Agent or a Lender shall fail to give such notice within 45 days after it obtains actual knowledge of such event, then the Agent or such Lender, as the case may be, shall only be entitled to compensation under any of the preceding subsections for compensable amounts attributable to such event arising following the date the Agent or such Lender, as the case may be, obtains actual knowledge of such event. The Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of a Lender to the Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith.

Section 4.2.      Suspension of LIBOR Advances.

Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR for any Interest Period:

(a)     the Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Advances as provided herein or is otherwise unable to determine LIBOR, or

(b)     the Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Advances for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Advances for such Interest Period;

then the Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Advances, Continue LIBOR Advances or Convert Advances into LIBOR Advances and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Advance, either prepay such Advance or Convert such Advance into a Base Rate Advance.

Section 4.3.      Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain LIBOR Advances hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Agent) and such Lender's obligation to make or Continue, or to Convert Advances of any other Type into, LIBOR Advances shall be suspended until such time as such Lender may again make and maintain LIBOR Advances (in which case the provisions of Section 4.5 shall be applicable).

Section 4.4.      Compensation.

The Borrower shall pay to the Agent for account of each Lender, upon the request of Agent, such amount or amounts as shall be sufficient to compensate Lenders, as such amount is determined by Agent, for any loss, cost or expense that Agent reasonably determines is attributable to:

(a)     any payment or prepayment (whether mandatory or optional) of a LIBOR Advance or Conversion of a LIBOR Advance, made by Lenders for any reason (including, without limitation, acceleration) on a date other than the last day of the Interest Period for such Advance; or

(b)     any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Section 5.2 to be satisfied) to borrow a LIBOR Advance from Lenders on the date for such borrowing, or to Convert a Base Rate Advance into a LIBOR Advance or Continue a LIBOR Advance on the requested date of such Conversion or Continuation.

Not in limitation of the foregoing, such compensation shall include, without limitation; in the case of a LIBOR Advance, an amount equal to the then present value of (A) the amount of interest that would have accrued on such LIBOR Advance for the remainder of the Interest Period at the rate applicable to such LIBOR Advance, less (B) the amount of interest that would accrue on the same LIBOR Advance for the same period if LIBOR were set on the date on which such LIBOR Advance was repaid, prepaid or Converted or the date on which the Borrower failed to borrow, Convert or Continue such LIBOR Advance, as applicable, calculating present value by using as a discount rate LIBOR quoted on such date. Upon Borrower's request (made through the Agent), any Lender seeking compensation under this Section shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Any such statement shall be conclusive absent manifest error.

Section 4.5.      Treatment of Affected Advances.

If the obligation of any Lender to make LIBOR Advances or to Continue, or to Convert Base Rate Advances into, LIBOR Advances shall be suspended pursuant to Section 4.2 or Section 4.3 then such Lender's LIBOR Advances shall be automatically Converted into Base Rate Advances on the last day(s) of the then current Interest Period(s) for LIBOR Advances (or, in the case of a Conversion required by Section 4.2 on such earlier date as such Lender may specify to the Borrower with a copy to the Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 4.1, Section 4.2 or Section 4.3 that gave rise to such Conversion no longer exist:

(a)     to the extent that such Lender's LIBOR Advances have been so Converted, all payments and prepayments of principal that would otherwise be applied to such Lender's LIBOR Advances shall be applied instead to its Base Rate Advances; and

(b)     all Advances that would otherwise be made or Continued by such Lender as LIBOR Advances shall be made or Continued instead as Base Rate Advances, and all Base Rate Advances of such Lender that would otherwise be Converted into LIBOR Advances shall remain as Base Rate Advances.

If such Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 4.1 or Section 4.3 that gave rise to the Conversion of such Lender's LIBOR Advances pursuant to this Section no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Advances made by other Lenders are outstanding, then such Lender's Base Rate Advances shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Advances, to the extent necessary so that, after giving effect thereto, all Advances held by the Lenders holding LIBOR Advances and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective outstanding Advances.

Section 4.6.      Affected Lenders.

If (a) a Lender (other than the Lender then acting as the Agent) requests compensation pursuant to Section 3.9 or 4.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender (other than the Lender then acting as the Agent) to make LIBOR Advances or to Continue, or to Convert Base Rate Advances into, LIBOR Advances shall be suspended pursuant to Section 4.1(b) or 4.2 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the "Affected Lender"), and upon such demand the Affected Lender shall promptly, assign its Advance to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5(c) for a purchase price equal to the aggregate principal balance of Advances then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower's sole cost and expenses and at no cost or expense to the Agent, the Affected Lender or any of the other Lenders; provided, however, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender's administrative or legal costs incurred as a result of the Borrower's exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower's obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.9 or 4.1 with respect to any matters or events existing on or prior to the date an Affected Lender ceases to be a party to this Agreement.

Section 4.7.      Change of Lending Office.

Each Lender agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any of its Advances affected by the matters or circumstances described in Sections 3.9, 4.1 or 4.3 to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America.

Section 4.8.      Assumptions Concerning Funding of LIBOR Advances.

Calculation of all amounts payable to a Lender under this Article IV. shall be made as though such Lender had actually funded LIBOR Advances through the purchase of deposits in the relevant market bearing interest at the rate applicable to such LIBOR Advances in an amount equal to the amount of the LIBOR Advances and having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Advances in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts payable under this Article IV.

ARTICLE V.      CONDITIONS PRECEDENT

Section 5.1.      Initial Conditions Precedent.

The obligation of the Lenders to make the Advances is subject to the satisfaction or waiver of the following conditions precedent:

(a)     The Agent shall have received each of the following, in form and substance satisfactory to the Agent:

(i)     counterparts of this Agreement executed by each of the parties hereto;

(ii)     Notes executed by the Borrower, payable to each Lender and complying with the terms of Section 2.10;

(iii)     the Parent Guaranty executed by the Parent;

(iv)     an opinion of counsel of the Parent and the Loan Parties, addressed to the Agent and the Lenders and covering certain of the matters set forth in Article VI hereof and such additional matters relating to the transactions contemplated hereby as Agent may request;

(v)     a certificate signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of Borrower and the Parent certifying that there has been no change to the certificate or articles of incorporation, articles of organization, partnership agreement, certificate of limited partnership, declaration of trust, operating agreement, by-laws and other comparable organizational instruments of each Loan Party and the Parent since November 30, 2007 (the date of the most recent certification signed by the Assistant Secretary of Parent);

(vi)     a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party and the Parent issued as of a recent date by the Secretary of State of the state of formation of each such Person and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Person is required to be so qualified;

(vii)     a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party and the Parent with respect to each of the officers of such Person authorized to execute and deliver the Loan Documents to which such Person is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Conversion and Notices of Continuation;

(viii)     copies certified by the Secretary or Assistant Secretary of each Loan Party and the Parent (or other individual performing similar functions) of all corporate, partnership, member or other necessary action taken by such Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party;

(ix)     a Compliance Certificate calculated for the Borrower's fiscal quarter ending December 31, 2007;

(x)     a certificate of the Chief Financial Officer or the Chief Accounting Officer of Borrower, substantially in the form of a Compliance Certificate, certifying that as of the date of Closing, and taking into account the Loan, the Borrower and Parent are in compliance with the requirements of Section 9.1;

(xi)     evidence that the Fees then due and payable under Section 3.5, together with all other fees, expenses and reimbursement amounts due and payable to the Agent and any of the Lenders have been paid; and

(xii)     such other documents and instruments as the Agent may reasonably request; and

(b)     In the good faith judgment of the Agent:

(i)     there shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and their Subsidiaries delivered to the Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect;

(ii)     no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of any Loan Party or the Parent to fulfill its obligations under the Loan Documents to which it is a party; and

(iii)     the Parent, the Borrower and the other Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any agreement, document or instrument to which any Loan Party or the Parent is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which, or the failure to make, give or receive which, would not reasonably be likely to (1) have a Material Adverse Effect, or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower, or any other Loan Party or the Parent to fulfill its obligations under the Loan Documents to which it is a party.

Section 5.2.      Additional Conditions Precedent to Advances

The obligations of Lenders to make the Advances are also subject to the further conditions precedent that:

(a)     (x) no Default under subsections (a), (b)(i), (e) or (f) of Section 10.1, (y) no other Default as to which the Agent has given the Borrower notice and (z) no Event of Default, shall exist as of the date of the making of such Advance or would exist immediately after giving effect thereto;

(b)     Intentionally Omitted;

(c)     Intentionally Omitted;

(d)     the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of the making of such Advance with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; and

(e)     the Agent shall have received a timely Notice of Borrowing.

The occurrence of each Credit Event shall constitute a certification by the Borrower to the effect set forth in the immediately preceding subsections (a), (d) and (e) (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Advance is made that to the best of the Borrower's knowledge all conditions to the making of such Advance contained in this Article V. have been satisfied.

ARTICLE VI.      Representations and Warranties

Section 6.1.      Representations and Warranties.

In order to induce the Agent and each Lender to enter into this Agreement and to make the Advances, the Borrower represents and warrants to the Agent and each Lender as follows:

(a)     Organization; Power; Qualification. Each of the Parent and the Loan Parties is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a domestic or foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect. The partnership agreements, articles of incorporation, operating agreements, bylaws and other similar organizational documents of Parent and the Loan Parties are in full force and effect and in existence, and no proceeding is pending, planned or threatened for any amendment, termination, dissolution or annulment thereof.

(b)     Ownership of Loan Parties. Schedule 6.1(b) is, as of the Agreement Date, a complete and correct list of each Loan Party and each Subsidiary of the Parent, directly or indirectly, holding an Equity Interest in any Loan Party, setting forth for each such Person, (i) the jurisdiction of organization of such Person, (ii) each Person holding any Equity Interest in such Person, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Person represented by such Equity Interests. Except as disclosed in such Schedule (A) each of the Parent, the Borrower and its applicable Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders' or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Exhibit 21 to the Parent's Form 10K for the fiscal year ended December 31, 2007 is an accurate list of the Subsidiaries of the Parent as of such date (excluding those Subsidiaries that need not be disclosed on such Exhibit pursuant to Regulation S-K of the Securities Act).

(c)     Authorization of Agreement, Notes, Loan Documents and Borrowings. The Borrower has the right and power, and has taken all necessary action to authorize it, to obtain extensions of credit hereunder. The Borrower, each other Loan Party and the Parent has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower, any other Loan Party or the Parent is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein or therein may be limited by equitable principles generally.

(d)     Compliance of Agreement, Etc. with Laws. The execution, delivery and performance of this Agreement and the other Loan Documents to which any Loan Party or the Parent is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to any Loan Party or the Parent;(ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Borrower, any other Loan Party or the Parent, or any indenture, agreement or other instrument to which any Loan Party or the Parent is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party or the Parent other than in favor of the Agent for the benefit of the Lenders.

(e)     Compliance with Law; Governmental Approvals. To the best of the knowledge of the Parent and the Borrower after due inquiry, the Parent, each Loan Party and each other Subsidiary is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

(f)     Litigation. Except as set forth on Schedule 6.1(f), there are no actions, suits or proceedings pending (nor, to the knowledge of any Loan Party or the Parent, are there any actions, suits or proceedings threatened, nor is there any basis therefor) against or in any other way relating adversely to or affecting, or the Parent, any Loan Party, any other Subsidiary or any of their respective property which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

(g)     Taxes. All federal, state and other tax returns of the Borrower and the Parent required by Applicable Law to be filed have been duly filed (other than any return the filing date of which has been extended in accordance with Applicable Law), and all federal, state and other taxes, assessments and other governmental charges or levies upon, the Borrower and the Parent and each of their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 7.5. As of the Agreement Date, none of the United States income tax returns of either the Borrower or the Parent is under audit. All charges, accruals and reserves on the books of the Borrower and the Parent in respect of any taxes or other governmental charges are in accordance with GAAP.

(h)     Financial Statements. The Borrower has furnished to each Lender copies of (i) the audited consolidated balance sheets of the Parent and its consolidated Subsidiaries for the fiscal years ended December 31, 2007 and December 31, 2006, and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal years ended on such dates, with the opinion thereon of Deloitte & Touche LLP, and (ii) the unaudited consolidated balance sheets of the Parent and its consolidated Subsidiaries for the fiscal quarter ended December 31, 2007, and the related consolidated statements of operations and cash flows of the Parent and its consolidated Subsidiaries for the two fiscal quarter period ended on such date. Such balance sheets and statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). Neither the Parent, the Borrower nor any Subsidiary owning a Property has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements.

(i)     No Material Adverse Change. Since December 31, 2007, there has been no material adverse change in the consolidated financial condition, results of operations, business or prospects of the Parent and its Subsidiaries, or Borrower and its Subsidiaries, in each case, taken as a whole. Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries is Solvent.

(j)     ERISA. Neither the Borrower nor any other member of the ERISA Group (excluding the Management Company and ERMC, LP) (i) has ever maintained, adopted, sponsored in whole or in part, or contributed to any pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus, or other incentive plan, any other written employee program, arrangement, or agreement, any medical, vision, dental, or any other health plan, any life insurance plan, nor any other employee benefit plan or fringe benefit plan, including, but not limited to, an "employee benefit plan" (as defined in Section 3(3) of ERISA) or a "defined benefit plan" (as defined in Section 414(j) of the Internal Revenue Code); (ii) has ever withdrawn from a multiemployer plan within the meaning of Section 3(37) of ERISA; (iii) has incurred any liability under Title IV of ERISA with respect to any ongoing, frozen, or terminated single-employer plan; or (iv) has any employees. Neither the Management Company nor ERMC, LP (x) has ever maintained, adopted, sponsored in whole or in part, or contributed to any Plan; (y) has ever withdrawn from a multiemployer plan within the meaning of Section 3(37) of ERISA; or (z) has incurred any liability under Title IV of ERISA with respect to any ongoing, frozen, or terminated single-employer plan. For purposes of the prior sentence the term "Plan" means an employee pension benefit plan (including any multiemployer plan) covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (A) maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (B) at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

(k)     Absence of Defaults. None of the Parent, the Loan Parties or the other Subsidiaries is in default under its articles of incorporation, bylaws, partnership agreement or other similar organizational documents, and no event has occurred, which has not been remedied, cured or waived: (i) which constitutes a Default or an Event of Default; or (ii) which constitutes, or which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by, the Parent, any Loan Party or any other Subsidiary under any agreement (other than this Agreement) or judgment, decree or order to which any such Person is a party or by which any such Person or any of its respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l)     Environmental Laws. To the best of the knowledge of the Parent and the Borrower after due inquiry, each of the Loan Parties and the other Subsidiaries, and each of their respective properties, is in compliance with all applicable Environmental Laws and has obtained all Governmental Approvals which are required under Environmental Laws and is in compliance with all terms and conditions of such Governmental Approvals, where with respect to each of the foregoing the failure to obtain or to comply with could be reasonably expected to have a Material Adverse Effect. Except for any of the following matters that could not be reasonably expected to have a Material Adverse Effect, to the best of the knowledge of the Parent and the Borrower after due inquiry, neither the Parent nor any Loan Party is aware of, nor has it received notice of, any past or present events, conditions, circumstances, activities, practices, incidents, actions, or plans which, with respect to any Loan Party or any other Subsidiary, or any of their respective properties, may unreasonably interfere with or prevent compliance or continued compliance with Environmental Laws, or may give rise to any common-law or legal liability, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling or the emission, discharge, release or threatened release into the environment, of any Hazardous Substance; and there is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, notice of violation, investigation, or proceeding pending or threatened, against any Loan Party or any other Subsidiary relating in any way to Environmental Laws which, if determined adversely to such Loan Party or such other Subsidiary, could be reasonably expected to have a Material Adverse Effect.

(m)     Legal Restrictions on Ability to Borrow. Neither the Parent nor any Loan Party is subject to any Applicable Law which purports to regulate or restrict its ability to borrow money or obtain other extensions of credit or to consummate the transactions contemplated by this Agreement or to perform its obligations under any Loan Document to which it is a party.

(n)     Margin Stock. Neither the Parent nor any Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.

(o)     Broker's Fees. No broker's or finder's fee, commission or similar compensation will be payable with respect to the transactions contemplated hereby. No other similar fees or commissions will be payable by the Parent or any Loan Party for any other services rendered to the Parent or any Loan Party ancillary to the transactions contemplated hereby.

(p)     Accuracy and Completeness of Information. All written information, reports and other papers and data furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent or any Loan Party were, at the time the same were so furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. No fact is known to the Parent or any Loan Party which has had a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(h) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date. No document furnished or written statement made to the Agent or any Lender in connection with the negotiation, preparation or execution, or pursuant to, of this Agreement or any of the other Loan Documents contains any untrue statement of a fact material to the creditworthiness of any Loan Party or omits to state a material fact necessary in order to make the statements contained therein not misleading.

(q)     Not Plan Assets; No Prohibited Transactions. None of the assets of the Parent or any Loan Party constitutes "plan assets" within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. The execution, delivery and performance of the Loan Documents by the Loan Parties and the Parent, and the borrowing, obtaining of other credit extensions and repayment of amounts thereunder, do not and will not constitute "prohibited transactions" under ERISA or the Internal Revenue Code.

Section 6.2.      Survival of Representations and Warranties, Etc.

All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or the Parent to the Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or the Parent prior to the Agreement Date and delivered to the Agent or any Lender in connection with the underwriting or closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date and at and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Advances but shall terminate upon the termination of this Agreement in accordance with, but subject to, the provisions of Section 12.10.

ARTICLE VII.      Affirmative Covenants

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.6, all of the Lenders) shall otherwise consent in the manner provided for in Section 12.6, the Parent and the Borrower, as applicable, shall comply with the following covenants:

Section 7.1.      Preservation of Existence and Similar Matters.

Except as otherwise permitted under Section 9.3, the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

Section 7.2.      Compliance with Applicable Law.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Applicable Law, including the obtaining of all Governmental Approvals, the failure with which to comply could reasonably be expected to have a Material Adverse Effect.

Section 7.3.      Maintenance of Property.

In addition to the requirements of any of the other Loan Documents, the Borrower shall, and shall cause each Subsidiary owning a Property, to keep all such Property in good working order and condition, ordinary wear and tear and insured casualty losses excepted.

Section 7.4.      Insurance.

Borrower shall obtain and maintain, or cause to be obtained and maintained, insurance upon and all of the Properties owned by Parent, Borrower or any Subsidiary, insuring against personal injury and death, loss by fire and such other hazards, casualties and contingencies as are normally and usually covered by extended coverage policies in effect where the properties are located including, without limitation, business interruption insurance covering loss of rents for a period of twelve (12) months, builder's all risk coverage and, as required by Agent and provided the same is available at a commercially reasonable premium, terrorism coverage or policies with no exclusion for loss, cost, damage or liability caused by "terrorism" or "terrorist acts," no matter how defined in such policies, and such other risks as may be reasonably specified by Agent, from time to time, all in such amounts and with such insurers of recognized responsibility as are reasonably acceptable to Agent.

Section 7.5.      Payment of Taxes and Claims.

The Parent and the Borrower shall pay and discharge, and shall cause each Subsidiary to pay and discharge, when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person, provided, however, that this subsection shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is (x) being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person, or (y) bonded or otherwise insured against to the reasonable satisfaction of the Agent.

Section 7.6.      Books and Records; Inspections.

The Parent and the Borrower will, and will cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Parent and the Borrower will, and the Borrower will cause each Subsidiary to, permit representatives of the Agent or any Lender (with reasonable prior notice so long as no Event of Default then exists) to visit and inspect any of their respective properties, for the purpose of determining the existence, location, nature and magnitude of any past or present release or threatened release of any Hazardous Substances into, onto, beneath or from such property, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times during business hours and as often as may reasonably be requested; provided, however, unless an Event of Default exists (a) only the Agent may exercise its rights under this Section which shall be limited to one inspection during any period of 12 consecutive months and shall be at Agent's sole expense and risk, (b) any discussions with the independent public accountants of the Parent and Borrower may be conducted only in the presence of the Borrower, (c) the Agent may not discuss the affairs, finances and accounts of the Parent or the Borrower with their employees pursuant to this Section. The Borrower shall reimburse the Agent and, if an Event of Default exists, the Lenders, for their costs and expenses incurred in connection with the exercise of their rights under this Section.

Section 7.7.      Use of Proceeds.

The Borrower will only use the proceeds of Advances in accordance with its limited partnership purposes and not for any purposes prohibited by Applicable Law or by this Agreement. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary or the Parent to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock if, in any such case, such use might result in any of the Advances or other Obligations being consider to be "purpose credit" directly or indirectly secured by margin stock within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

Section 7.8.      Environmental Matters.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. If the Parent, any Loan Party or any other Subsidiary shall (a) receive notice that any violation of any Environmental Law has been committed by such Person, (b) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against any such Person alleging violations of any Environmental Law or requiring any such Person to take any action in connection with the release of Hazardous Substances or (c) receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for costs associated with a response to or cleanup of a release of Hazardous Substances or any damages caused thereby, and such notices, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide the Agent with a copy of such notice within 10 days after the receipt thereof by such Person or any of the Subsidiaries.

Section 7.9.      Further Assurances.

At the Borrower's cost and expense and upon request of the Agent, the Borrower shall duly execute and deliver or cause to be duly executed and delivered, to the Agent such further instruments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Agent to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

Section 7.10.      REIT Status.

The Parent shall at all times maintain its status as a REIT.

Section 7.11.      Exchange Listing.

The Parent shall maintain outstanding at least one class of common shares of the Parent having trading privileges on the New York Stock Exchange or the American Stock Exchange or which is subject to price quotations on The NASDAQ Stock Market's National Market System.

ARTICLE VIII.      INFORMATION

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.6, all of the Lenders) shall otherwise consent in the manner set forth in Section 12.6, the Borrower shall furnish to the Agent at the Principal Office for distribution to the Lenders:

Section 8.1.      Quarterly Financial Statements.

Within 5 Business Days of the filing thereof, a copy of each report on Form 10-Q (or its equivalent) which the Parent shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor). If the Parent ceases to file such reports, or if any such report filed does not contain any of the following, then the Borrower shall deliver as soon as available and in any event within 45 days after the close of each fiscal quarter of the Parent, the unaudited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of operations and cash flows of the Parent and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by the chief financial officer, controller, financial officer or accounting officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments).

Section 8.2.      Year-End Statements.

Within 5 Business Days of the filing thereof, a copy of each report on Form 10-K (or its equivalent) which the Parent shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor). If the Parent ceases to file such reports, or if any such report filed does not contain any of the following, then the Borrower shall deliver as soon as available and in any event within 120 days after the end of each fiscal year of the Parent, the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of operations, shareholders' equity and cash flows of the Parent and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be certified by (a) the chief financial officer or chief accounting officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP, the financial position of the Parent and its Subsidiaries as at the date thereof and the result of operations for such period and (b) Deloitte & Touche or any other independent certified public accountants of recognized national standing, whose certificate shall be unqualified and in scope and substance required by generally accepted auditing standards and who shall have authorized the Parent to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement.

Section 8.3.      Compliance Certificate.

At the time the financial statements are furnished pursuant to the immediately preceding Sections 8.1 and 8.2, a certificate substantially in the form of Exhibit G (a "Compliance Certificate") executed on behalf of the Borrower by the chief financial officer, controller, financial officer or accounting officer of the Borrower (a) setting forth as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Section 9.1; (b) setting forth the Leverage Ratio for the fiscal quarter most recently ended and the Applicable LIBOR Margin which shall become effective as of the first day of the quarter in which such Compliance Certificate is due based on such Leverage Ratio; and (c) stating that, to the best of such officer's knowledge, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent with respect to such event, condition or failure.

Section 8.4.      Other Information.

(a)     Within 10 Business Days of the filing thereof, if the same are not available on-line free of charge from either the website of the Securities and Exchange Commission or the website of the Parent, copies of all registration statements (excluding the exhibits thereto and any registration statements on Form S-8 or its equivalent), reports on Form 8-K (or its equivalent) and all other periodic reports which the Parent, any Loan Party or any other Subsidiary shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;

(b)     no later than 60 days after the end of each fiscal year of the Parent ending prior to the Maturity Date, cash flow budgets (including sources and uses of cash) of the Parent and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail;

(c)     no more than 30 days following the consummation of any transaction of acquisition, merger or purchase of assets, involving consideration, or valued, in excess of $300,000,000, whether a single transaction or related series of transactions, together with a reasonably detailed description thereof, provided however, that this Section 8.4(c) shall not eliminate any requirement in Section 9.4 or elsewhere herein that Borrower provide notice to the Agent and/or receive approval or consent from the Agent and/or the Lenders prior to such transactions;

(d)     to the extent any Senior Officer is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, the Parent, any Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which, if determined or resolved adversely to such Person, could reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of notice that any United States income tax returns of any Loan Party are being audited;

(e)     prompt notice of any change in the Chairman, chief executive officer, President or chief financial officer of the Parent, the Borrower, the Management Company, or any other Loan Party and any change in the business, assets, liabilities, financial condition, results of operations or business prospects of the Parent or any Loan Party which has had or could reasonably be expected to have a Material Adverse Effect;

(f)     promptly upon the request of the Agent, evidence of the Borrower's calculation of the Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail satisfactory to the Agent; and

(g)     from time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the Parent, the Borrower, any of their respective Subsidiaries or the Management Company as the Agent or any Lender may reasonably request.

ARTICLE IX.      Negative Covenants

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.6, all of the Lenders) shall otherwise consent in the manner set forth in Section 12.6, the Borrower or the Parent, as the case may be, shall comply with the following covenants:

Section 9.1.      Financial Covenants.

(a)     Minimum Tangible Net Worth. The Parent shall not permit Tangible Net Worth at any time to be less than (i) $1,600,000,000 plus (ii) 50% of the Net Proceeds of all Equity Issuances effected at any time after November 30, 2007 by the Parent or any of its Subsidiaries to any Person other than the Parent or any of its Subsidiaries.

(b)     Leverage Ratio. The Parent shall not permit the Leverage Ratio to exceed 0.650 to 1.00 at any time.

(c)     Ratio of EBITDA to Interest Expense. The Parent shall not permit the ratio of (i) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for the four (4) fiscal quarters most recently ended 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.

(d)     Ratio of EBITDA to Debt Service. The Parent shall not permit the ratio of (i) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for the four (4) fiscal quarters most recently ended to (ii) Debt Service of the Parent and its Subsidiaries determined on a consolidated basis for such period, to be less than 1.550 to 1.00.

(e)     Dividends and Other Restricted Payments. If an Event of Default exists or would exist following the making of a Restricted Payment, the Parent and the Borrower will not declare or make, or permit any other Subsidiary to declare or make, any Restricted Payment except that (i) the Parent may declare or make cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 7.10.; and (ii) the Parent may cause the Borrower (directly or indirectly through any intermediate Subsidiaries) to make cash distributions to the Parent and to other limited partners of the Borrower in such proportion as required by Borrower's limited partnership agreement, and the Parent may cause other Subsidiaries of the Parent to make cash distributions to the Parent and to other holders of Equity Interests in such Subsidiaries, in each case (x) in an aggregate amount not to exceed the amount of cash distributions that the Parent is permitted to declare or distribute under the immediately preceding clause (i) and (y) on a pro rata basis, such that the aggregate amount distributed to the Parent does not exceed the amount that the Parent is permitted to declare or distribute under the immediately preceding clause (i). Notwithstanding the foregoing, if a Default or Event of Default specified in Section 10.1(a) resulting from the Borrower's failure to pay when due the principal of, or interest on, any of the Advances or any Fees, Section 10.1(e) or (f) shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 10.2(a), the Parent and the Borrower shall not, and shall not permit any other Subsidiary to, make any Restricted Payments whatsoever.

(f)     Permitted Investments. The Parent shall not, and shall not permit the Borrower or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of such holdings (for purposes of this Section 9.1 the value of the holdings described in items (i) through (v) shall be calculated in accordance with GAAP, and the value of the holdings described in item (iv) shall be the lower of cost or market) of such Persons to at any time exceed thirty five percent (35%) of Gross Asset Value:

(i)     unimproved real estate (for purposes of this clause (i) unimproved real estate shall not include (w) 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; (x) Properties under development; (y) 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 (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced);

(ii)     developed real estate used primarily for non-retail purposes (other than the real estate located at CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee);

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

(iv)     Investments in Persons that are neither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent (excluding Investments in the publicly traded stock of any company whose primary business is real estate development, whose stock is acquired in connection with Borrower's acquisition, or intended acquisition, of a controlling interest in such company); and

(v)     Mortgages in favor of the Borrower or any other Loan Party (other than (A) Mortgages securing Indebtedness owed to the Borrower or any Subsidiary on September 30, 2002 and (B) Mortgages on assets owned by the Parent, the Borrower or any Subsidiary).

(g)     Value of Borrower Owned by Parent. The Parent shall not permit (i) more than 5.0% of the book value of its assets to be attributable to assets not owned by the Borrower or any Subsidiary of the Borrower or (ii) more than 10.0% of the gross revenues of the Parent to be attributable to gross revenues of any Person other than the Borrower or any Subsidiary of the Borrower.

(h)     Unsecured Indebtedness. Borrower shall not permit the sum of (a) Borrower's Unsecured Indebtedness (excluding the Unsecured Indebtedness evidenced by the 2006 Credit Agreement) plus (b) the Unsecured Indebtedness of Borrower's Affiliates to at any time exceed eight percent (8%) of Gross Asset Value.

For the purposes of this Section 9.1(h) and Section 9.1(j) below, Indebtedness of Borrower and Borrower's Affiliates as to which the Borrower or such Affiliate has granted to the holder thereof a "pocket mortgage" shall be considered Secured Indebtedness; provided however, that such Indebtedness shall be considered Unsecured Indebtedness from and after the occurrence of any of the following (i) the date any event described in items (i)-(viii) of Section 10.1(e) or Section items (i) or (ii) of 10.1(f) occurs with respect to Borrower or such Affiliate, (ii) any restriction (other than the occurrence of an event of default and the failure by the guarantor of said indebtedness to purchase the loan secured by the pocket mortgage within the time, if any, permitted for such purchase by the terms of the pocket mortgage prior to the holder thereof having the right to exercise its remedies) is placed on the recordation of such pocket mortgage, or (iii) Borrower or such Affiliate takes any action seeking to prevent or delay, or which would have the effect of preventing or delaying, the recordation of such pocket mortgage; provided further, however, that upon effective recordation of any such pocket mortgage, the Indebtedness secured thereby shall be considered Secured Indebtedness and not Unsecured Indebtedness. For purposes of this Section, the term "pocket mortgage" shall mean a mortgage, deed of trust, deed to secure debt or other similar security instrument given to a lender for the purpose of securing a construction loan for property located in any state with mortgage taxes, which (x) is not recorded in the public records at the time of closing, but is delivered to an escrow agent with instructions that it may be recorded in the public records or such escrow agent upon the occurrence of an event of default thereunder, under any loan agreement executed in connection therewith or under any note or notes or other obligations secured by such mortgage, deed of trust, deed to secure debt or other such security instrument, and guarantor's failure to purchase the loan evidenced or secured thereby within the time, if any, permitted for such purchase by the terms of such pocket mortgage prior to the holder thereof having the right to exercise its remedies, and (y) after such recording will constitute a valid and enforceable lien on real property.

(i)     Maximum Recourse Indebtedness. Borrower shall not permit the sum of all Indebtedness which is recourse to Parent, Borrower, General Partner, or any Subsidiary or Affiliate of any of the foregoing, determined on a consolidated basis, but excluding the Indebtedness evidenced by the 2006 Credit Agreement, to at any time exceed 25% of Gross Asset Value.

(j)     Secured Indebtedness. Borrower shall not permit the sum of (a) Borrower's Secured Indebtedness, plus (b) the Secured Indebtedness of Borrower's Affiliates, to at any time exceed 60% of Gross Asset Value.

(k)     Ratio of EBITDA to Indebtedness. The Parent shall not permit the ratio of (i) EBITDA of the Parent and its Subsidiaries for the four (4) fiscal quarters most recently ended to (ii) Indebtedness of the Parent and its Subsidiaries, each determined on a consolidated basis in accordance with GAAP, to be less than 0.11 to 1.00 at any time.

Section 9.2.      Restrictions on Intercompany Transfers.

The Borrower shall not, and shall not permit any of its Subsidiaries (other than CMBS Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (i) pay dividends or make any other distribution on any of such Subsidiary's Equity Interests owned by the Borrower or any other Subsidiary; (ii) pay any Indebtedness owed to the Borrower or any other Subsidiary; (iii) make loans or advances to the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Borrower or any other Subsidiary. As used in this Section, the term "CMBS Subsidiary" means any Subsidiary (a) formed for the specific purpose of holding title to assets which are collateral for any Extension of Credit to such Subsidiary; (b) which is prohibited from Guarantying Extension of Credit to any other Person pursuant to (i) any document, instrument or agreement evidencing such Extension of Credit or (ii) a provision of such Person's organizational documents which provision was included in such Person's organizational documents as a condition to the making of such Extension of Credit; and (c) for which none of the Parent, the Borrower, any other Loan Party or any other Subsidiary (other than another CMBS Subsidiary) has Guaranteed any Extensions of Credit to such Subsidiary or has any direct obligation to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve any specified levels of operating results, except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar exceptions to recourse liability.

Section 9.3.      Merger, Consolidation, Sales of Assets and Other Arrangements.

Without the prior written consent of the Requisite Lenders, such consent not to be unreasonably withheld, the Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that:

(i)     any Subsidiary may merge with a Loan Party so long as such Loan Party is the survivor;

(ii)     any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;

(iii)     the Borrower or the Parent may merge with another Person so long as (x) the Borrower or the Parent, as the case may be, is the survivor of such merger and (y) immediately prior to any such merger and immediately thereafter and after giving effect thereto, no Event of Default is or would be in existence;

(iv)     any Subsidiary that is not (and is not required to be) a Loan Party may enter into any transaction described in the introductory paragraph of this Section, provided that immediately prior to any such transaction and immediately thereafter and after giving effect thereto, no Event of Default is or would be in existence;

(v)     the Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business.

Notwithstanding the forgoing, without the prior written consent of all of the Lenders (such consent not to be unreasonably withheld), neither the Borrower nor the Parent may merge with another Person if such other Person is to be the survivor of such merger.

Section 9.4.      Acquisitions.

Neither Borrower nor any of its Subsidiaries shall acquire the business of or all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise, in each case involving consideration, or valued, in excess of fifteen percent (15%) of Gross Asset Value for the quarter most recently ended as reported on the Compliance Certificate for such quarter, unless (a) no Default or Event of Default exists or would exist immediately following the consummation of such acquisition, (b) the Borrower has delivered to the Agent, at least 30 days prior to the date such acquisition is consummated, (i) all information related to such acquisition as the Agent may reasonably request and (ii) a Compliance Certificate, calculated on a pro forma basis, evidencing continued compliance with the financial covenants contained in Section 9.1, after giving effect to such acquisition, and (c)(i) with respect to any such acquisition involving consideration , or valued, in excess of fifteen percent (15%), but less than twenty-five percent (25%), of Gross Asset Value for the quarter most recently ended as reported on the Compliance Certificate for such quarter, Agent has consented thereto or (ii) with respect to any such acquisition involving consideration, or valued, in excess of twenty five (25%) of Gross Asset Value for the quarter most recently ended as reported on the Compliance Certificate for such quarter, Requisite Lenders have consented thereto.

Section 9.5.      Plans.

The Borrower shall not, and shall not permit any of its Subsidiaries to, permit any of its respective assets to become or be deemed to be "plan assets" within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder.

Section 9.6.      Fiscal Year.

The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement Date.

Section 9.7.      Modifications of Organizational Documents.

The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, partnership agreement or other similar organizational document which modification could reasonably be expected to have a Material Adverse Effect without the prior written consent of the Requisite Lenders unless such amendment, supplement, restatement or other modification is (a) required under or as a result of the Internal Revenue Code or other Applicable Law or (b) required to maintain the Parent's status as a REIT.

Section 9.8.      Transactions with Affiliates.

The Borrower shall not permit to exist or enter into, and will not permit any Loan Party or other Subsidiary to permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower, except transactions in the ordinary course of, and pursuant to the reasonable requirements of, the business of the Borrower or any of its Subsidiaries and upon fair and reasonable terms which are no less favorable to the Borrower or such Subsidiary than would be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate.

ARTICLE X.           DEFAULT

Section 10.1.      Events of Default.

Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of Applicable Law or pursuant to any judgment or order of any Governmental Authority:

(a)     Default in Payment. The Borrower shall fail to pay when due under this Agreement or any other Loan Document (whether upon demand, at maturity, by reason of acceleration or otherwise) the principal of, or any accrued interest on, any of the Advances, or shall fail to pay any of the other payment Obligations owing by the Borrower under this Agreement or any other Loan Document, or any other Loan Party shall fail to pay when due any payment obligation owing by such Loan Party under any Loan Document to which it is a party, and in any such case, such failure continues for a period of 10 calendar days after the date the Agent gives the Borrower notice of such failure.

(b)     Default in Performance.

(i)     Any Loan Party or the Parent shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 9.1 and such failure continues for 90 calendar days after the earlier of (x) the date any Senior Officer of the Borrower has actual knowledge of such failure or (y) the date notice of such failure has been given to the Borrower by the Agent; or

(ii)     any Loan Party or the Parent 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 and such failure shall continue for a period of 30 calendar days after the earlier of (x) the date any Senior Officer of the Borrower has actual knowledge of such failure or (y) the date notice of such failure has been given to the Borrower by the Agent; provided, however, that if such default is curable but requires work to be performed, 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 30-day period, no Event of Default shall be deemed to have occurred if such Loan Party or the Parent, as the case may be, commences the same within such 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 90 calendar days following the earlier of the date such Senior Officer has actual knowledge of such failure or the date the Agent gave notice of such failure to the Borrower.

(c)     Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party or the Parent under this Agreement or under any other Loan Document, or in any other writing or statement at any time furnished by, or at the direction of, any Loan Party or the Parent to the Agent or any Lender under or in connection with this Agreement or any other Loan Document, shall at any time prove to have been incorrect or misleading in any material respect when furnished or made or deemed made.

(d)     Material Extension of Credit Cross-Default.

     (i)     Extensions of Credit Owed to Lender. Any of the following events shall occur with respect to any Extension of Credit owing by Borrower, Parent or any Significant Subsidiary (other than any of the Obligations and any Extension of Credit that is Nonrecourse Indebtedness) owing to any Lender or affiliate of any Lender:

     (A)     Failure to Pay. Any Loan Party or the Parent shall fail to pay when due and payable the principal of, or interest on, any such Extension of Credit; or
     (B)     Acceleration. The maturity of any such Extension of Credit shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Extension of Credit; or
     (C)     Mandatory Repurchase. Any Loan Party or the Parent shall have been required to prepay or repurchase, prior to the stated maturity thereof, any such Extension of Credit in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Extension of Credit.

(ii)     Recourse Indebtedness. Any of the following events shall occur with respect to any Extension of Credit that is Recourse Indebtedness, owing by Borrower, Parent or any Significant Subsidiary, and having an aggregate outstanding principal amount equal to or greater than one percent (1%) of Gross Asset Value for the quarter most recently ended as reported on the Compliance Certificate for such quarter:

(A)     Failure to Pay. Borrower, Parent or any Significant Subsidiary shall fail to pay when due and payable the principal of, or interest on, such Extension of Credit; or

(B)     Acceleration. The maturity of such Extension of Credit shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Extension of Credit; or

(C)     Mandatory Repurchase. Borrower, Parent or any Significant Subsidiary shall have been required to prepay or repurchase, prior to the stated maturity thereof, such Extension of Credit in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Extension of Credit.

(iii)     Nonrecourse Indebtedness. Any of the following events shall occur with respect to any Extension of Credit that is Nonrecourse Indebtedness, owing by Borrower, Parent or any Significant Subsidiary, and having an aggregate outstanding principal amount equal to or greater than three percent (3%) of Gross Asset Value for the quarter most recently ended as reported on the Compliance Certificate for such quarter:

(A)     Failure to Pay. Borrower, Parent or any Significant Subsidiary shall fail to pay when due and payable the principal of, or interest on, such Extension of Credit; or

(B)     Acceleration. The maturity of such Extension of Credit shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Extension of Credit; or

(C)     Mandatory Repurchase. Borrower, Parent or any Significant Subsidiary shall have been required to prepay or repurchase, prior to the stated maturity thereof, such Extension of Credit in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Extension of Credit.

(e)     Voluntary Bankruptcy Proceeding. Any Loan Party, the Parent or any Significant Subsidiary shall: (i) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection; (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate, partnership or similar action for the purpose of effecting any of the foregoing.

(f)     Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Loan Party, the Parent or any Significant Subsidiary in any court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code of 1978, as amended or other federal bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and in the case of either clause (i) or (ii) such case or proceeding shall continue undismissed or unstayed for a period of 90 consecutive calendar days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall be entered.

(g)     Revocation of Loan Documents. Any Loan Party or the Parent shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document.

(h)     Judgment. A judgment or order for the payment of money shall be entered against any Loan Party, the Parent or any Significant Subsidiary, by any court or other tribunal and (i) such judgment or order shall continue for a period of 60 days without being paid stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount for which insurance has not been acknowledged in writing by the applicable insurance carrier exceeds, individually or together with all other such judgments or orders entered against the Loan Parties and Significant Subsidiaries, one percent (1%) of Gross Asset Value for the quarter most recently ended as reported on the Compliance Certificate for such quarter or (B) such judgment or order could reasonably be expected to have a Material Adverse Effect.

(i)     Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of any Loan Party, the Parent or any Significant Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes, one percent (1%) of Gross Asset Value for the quarter most recently ended as reported on the Compliance Certificate for such quarter and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of 60 days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of any Loan Party or the Parent.

(j)     Loan Documents. An Event of Default (as defined therein) shall occur under any of the other Loan Documents.

(k)     Change of Control/Change in Management.

(i)     any Person (or two or more Persons acting in concert) shall acquire "beneficial ownership" within the meaning of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, of the capital stock or securities of the Parent representing 35% or more of the aggregate voting power of all classes of capital stock and securities of the Parent entitled to vote for the election of directors ("Parent Voting Stock"); provided, however, this clause shall not apply to any Parent Voting Stock acquired after the date hereof by a Person as a result of the conversion of limited partnership interests in the Borrower into Parent Voting Stock in accordance with Borrower's partnership agreement; provided further, however, this clause shall not apply to any Parent Voting Stock acquired after the date hereof by Borrower, the Principals, or any combination thereof, as a result of purchases of Parent Voting Stock by Borrower or the Principals or as a result of the conversion of limited partnership interests in the Borrower into Parent Voting Stock in accordance with Borrower's partnership agreement;

(ii)     during any twelve-month period (whether before or after the Agreement Date), individuals who at the beginning of such period were directors of the Parent shall cease for any reason (other than death or mental or physical disability) to constitute a majority of the board of directors of the Parent;

(iii)     Charles B. Lebovitz shall cease for any reason to be principally involved in the senior management of the Borrower, the Management Company and the Parent and (A) 180 days following such cessation the Borrower, the Management Company and the Parent shall have failed to replace the resulting vacancy with an individual (or individuals) reasonably acceptable to the Requisite Lenders and (B) at least two of John N. Foy, Ben S. Landress, Stephen D. Lebovitz, Michael I. Lebovitz and Ronald L. Fullam, Jr. shall not be principally involved in the senior management of the Borrower, the Management Company and the Parent;

(iv)     the Principals shall cease to beneficially own, directly or indirectly, in the aggregate, at least 5.0% of the outstanding voting stock of the Parent or at least 5.0% of the outstanding operating units of the Borrower (such ownership percentages to be adjusted to reflect the effect of any division, reclassification, stock or equity dividend and any other similar dilutive events);

(v)     the Principals, the Parent or any combination thereof shall cease to beneficially own, directly or indirectly, in the aggregate, capital stock or securities of the Management Company representing more than 50% of the aggregate voting power of all classes of capital stock and securities of the Management Company entitled to vote for the election of directors; provided, however, the provisions of this clause shall no longer apply if the Management Company shall have merged with the Borrower or the Parent and the Borrower or the Parent is the surviving entity; or

(vi)     the general partner of the Borrower shall cease to be a Wholly Owned Subsidiary of the Parent;

(l)     Damage; Strike; Casualty. Any material damage to, or loss, theft or destruction of, any Property, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than 30 consecutive days beyond the coverage period of any applicable business interruption insurance, the cessation or substantial curtailment of revenue producing activities of the Borrower or its Subsidiaries taken as a whole but only if any such event or circumstance could reasonably be expected to have a material adverse effect on the Properties taken as a whole.

Section 10.2.      Remedies Upon Event of Default.

Upon the occurrence of an Event of Default the following provisions shall apply:

(a)     Acceleration; Termination of Facility.

(i)     Automatic. Upon the occurrence of an Event of Default specified in Sections 10.1(e) or 10.1(f), (1)(A) the principal of, and all accrued interest on, the Advances and the Notes at the time outstanding, and (B) all of the other Obligations of the Borrower, including, but not limited to, the other amounts owed to the Lenders and the Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable by the Borrower without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower, and (2) the Commitments, and the obligations of the Lenders to make Advances hereunder, shall all immediately and automatically terminate.

(ii)     Optional. If any other Event of Default shall exist, the Agent may, and at the direction of the Requisite Lenders shall: (1) declare (A) the principal of, and accrued interest on, the Advances and the Notes at the time outstanding, and (B) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, and (2) terminate the Commitments and the obligation of the Lenders to make Advances hereunder.

(b)     Loan Documents. The Requisite Lenders may direct the Agent to, and the Agent if so directed shall, exercise any and all of its rights under any and all of the Loan Documents.

(c)     Applicable Law. The Requisite Lenders may direct the Agent to, and the Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law.

Section 10.3.      Remedies Upon Default.

Upon the occurrence of a Default specified in Sections 10.1(e) or 10.1.(f), the Commitments shall immediately and automatically terminate.

Section 10.4.      Permitted Deficiency.

(a)     Generally. Notwithstanding anything to the contrary set forth herein, none of the following events shall constitute a Default or Event of Default, so long as the conditions of the immediately following subsection (b) are satisfied:

(i)     failure of the Borrower or any other Person owning a Property to:

(A)     keep such Property or any portion thereof in the condition required under Section 7.3 of this Agreement;

(B)     to pay any Lien or other encumbrances on any portion of such Property in the manner required under Section 7.5 of this Agreement; or

(C)     to comply with requirements of Applicable Law applicable to any portion of such Property as required under Section 7.2 of this Agreement; or

(ii)     the existence of any non-consensual Lien on any of the Property not permitted by Section 7.5 of this Agreement .

(b)     The effectiveness of the immediately preceding subsection is subject to satisfaction of all of the following conditions:

(i)     the sum of the following amounts (such amounts being the "Permitted Deficiency") does not exceed one percent (1%) of Gross Asset Value for the quarter most recently ended as reported on the Compliance Certificate for such quarter:

(A)     the cost of correcting all failures described in the immediately preceding subsection (a)(i), as determined by Agent in its reasonable discretion; and

(B)     the amount secured by Liens described in immediately preceding subsection (a)(ii).

(ii)     None of the circumstances giving rise to the Permitted Deficiency would otherwise constitute a Default or Event of Default but for the application of this Section; and

(iii)     The Borrower is taking steps to eliminate the circumstances giving rise to the Permitted Deficiency in a diligent manner, and in all events eliminates (or bonds off to the reasonable satisfaction of the Agent) each such circumstances prior to the earlier of (A) 60 days after receipt of notice of the existence of such circumstances from the Agent, or (B) the date which is 5 days prior to the date on which any effected Property to which any such circumstance relates could be sold for nonpayment.

Section 10.5.      Marshaling; Payments Set Aside.

Neither the Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Loan Party or any other party or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to the Agent and/or any Lender, or the Agent and/or any Lender enforce their security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 10.6.      Allocation of Proceeds.

If an Event of Default exists and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority:

(a)     amounts due to the Agent and the Lenders in respect of Fees and expenses due under Section 12.2;

(b)     Intentionally Omitted;

(c)     payments of interest on principal of Advances, to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion;

(d)     Intentionally Omitted;

(e)     payments of principal of Advances, to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion;

(f)     Intentionally Omitted;

(g)     amounts due to the Agent and the Lenders pursuant to Sections 11.7 and 12.9;

(h)     payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and

(i)     any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Section 10.7.      Performance by Agent.

If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Agent may, but shall not be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

Section 10.8.      Rights Cumulative.

The rights and remedies of the Agent and the Lenders under this Agreement and each of the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which any of them may otherwise have under Applicable Law. In exercising their respective rights and remedies the Agent and the Lenders may be selective and no failure or delay by the Agent or any of the Lenders in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

ARTICLE XI.      The Agent

Section 11.1.      Authorization and Action.

Each Lender hereby irrevocably appoints and authorizes the Agent to take such action as contractual representative on such Lender's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be deemed to have been authorized and shall be binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender or to impose on the Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms "Agent", "agent" and similar terms in the Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Agent shall deliver to each Lender, promptly upon receipt thereof by the Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Agent pursuant to Article VIII. The Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Agent by the Borrower, the Parent, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it may have under any Loan Document upon the occurrence of a Default or an Event of Default if the Requisite Lenders have directed the Agent not to do so. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Section 11.2.      Agent's Reliance, Etc.

Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Agent: may consult with legal counsel (including its own counsel or counsel for the Borrower, any other Loan Party or the Parent), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Agent nor any of its directors, officers, agents, employees or counsel: (a) makes any warranty or representation to any Lender or any other Person, nor shall they be responsible to any Lender or any other Person for any statement, warranty or representation made or deemed made by the Borrower, any other Loan Party, the Parent or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance (other than the payment of principal, interest and fees due from Borrower) or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (c) shall be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, or any other instrument or document furnished pursuant thereto; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Section 11.3.      Notice of Defaults.

The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default (other than a Default or Event of Default based on Borrower's failure to pay any principal , interest or fees due hereunder or under any other Loan Document as and when due) unless the Agent has received notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such Default or Event of Default and stating that such notice is a "notice of default." If any Lender (excluding the Lender which is also serving as the Agent) becomes aware of any Default or Event of Default, it shall promptly send to the Agent such a "notice of default". Further, if the Agent receives such a "notice of default," the Agent shall give prompt notice thereof to the Lenders.

Section 11.4.      Wells Fargo as Lender.

Wells Fargo, as a Lender, shall have the same rights and powers under this Agreement and any other Loan Document as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Wells Fargo in each case in its individual capacity. Wells Fargo and its affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with the Borrower, any other Loan Party, the Parent or any other affiliate thereof as if it were any other bank and without any duty to account therefor to the other Lenders. Further, the Agent and any affiliate may accept fees and other consideration from the Borrower for services in connection with this Agreement and otherwise without having to account for the same to the other Lenders. The Lenders acknowledge that, pursuant to such activities, Wells Fargo or its affiliates may receive information regarding the Parent, the Borrower, other Loan Parties, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them.

Section 11.5.      Approvals of Lenders.

All communications from the Agent to any Lender requesting such Lender's determination, consent, approval or disapproval (a) shall be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as to which such determination, approval, consent or disapproval is requested, or shall advise such Lender where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved, (c) shall include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials provided to the Agent by the Borrower in respect of the matter or issue to be resolved, and (d) shall include the Agent's recommended course of action or determination in respect thereof. Unless a Lender shall give written notice to the Agent that it specifically objects to the recommendation or determination of the Agent (together with a written explanation, in reasonable detail, of the reasons behind such objection) within 10 Business Days (or such lesser or greater period as may be specifically required under the express terms of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively approved of or consented to such recommendation or determination.

Section 11.6.      Lender Credit Decision, Etc.

Each Lender expressly acknowledges and agrees that neither the Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and that no act by the Agent hereafter taken, including any review of the affairs of the Parent, the Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Agent to any Lender. Each Lender acknowledges that it has, independently and without reliance upon the Agent, any other Lender or counsel to the Agent, or any of their respective officers, directors, employees, agents or counsel, and based on the financial statements of the Parent, the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Parent, the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, any other Lender or counsel to the Agent or any of their respective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. The Agent shall not be required to keep itself informed as to the performance (other than the payment of principal, interest and fees due from Borrower) or observance by the Parent, the Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Parent, the Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent under this Agreement or any of the other Loan Documents, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Parent, the Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or other Affiliates. Each Lender acknowledges that the Agent's legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Agent and is not acting as counsel to such Lender.

Section 11.7.      Indemnification of Agent.

Regardless of whether the transactions contemplated by this Agreement and the other Loan Documents are consummated, each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender's respective Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent but not as a "Lender") in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any expenses (including the reasonable fees and expenses of the counsel to the Agent) incurred by the Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such expenses (including reasonable counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Advances and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall promptly share such reimbursement on a ratable basis with each Lender making any such payment.

Section 11.8.      Property Matters.

The Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Property is cared for, protected or insured, it being understood and agreed that in respect of the Property, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, and that Agent shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its gross negligence or willful misconduct.

Section 11.9.      Successor Agent.

The Agent may resign at any time as Agent under the Loan Documents by giving notice thereof to the Lenders and the Borrower. In the event of a material breach of its duties hereunder, the Agent may be removed as Agent under the Loan Documents at any time by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30-day's prior notice. Upon any such resignation or removal, the Requisite Lenders (which, in the case of the removal of the Agent as provided in the immediately preceding sentence, shall be determined without regard to the Commitment of the Lender then acting as Agent) shall have the right to appoint a successor Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Agent's giving of notice of resignation or the Lender's removal of the current Agent, then the current Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Agent, and the current Agent shall be discharged from its duties and obligations as Agent under the Loan Documents. After any Agent's resignation or removal hereunder as Agent, the provisions of this Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior notice.

Section 11.10.      Titled Agents.

The Syndication Agent and the Lead Arranger (each a "Titled Agent"), in such capacity, assumes no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of any of the Advances, nor any duties as an agent hereunder for the Lenders. The titles given to the Titled Agents are solely honorific and imply no fiduciary responsibility on the part of the Titled Agents to the Agent, any Lender, the Parent, the Borrower or any other Loan Party and the use of such title does not impose on the Titled Agents any duties or obligations greater than those of any other Lender or entitle the Titled Agents to any rights other than those to which any other Lender is entitled.

ARTICLE XII.      Miscellaneous

Section 12.1.      Notices.     

Unless otherwise provided herein, all notices and other communications provided for hereunder shall be in writing and shall be mailed, telecopied or delivered as follows:

If to the Borrower:

CBL & Associates Limited Partnership
c/o CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
Chattanooga, Tennessee 37421-6000
Attention: Chief Financial Officer
Telecopy Number:     (423) 490-8390
Telephone Number:     (423) 855-0001
 

with an informational copy to:

CBL & Associates Limited Partnership
c/o CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd., Suite 500
Chattanooga, Tennessee 37421-6000
Attention: Finance Counsel
Telecopy Number:     (423) 490-8390
Telephone Number:     (423) 855-0001
 

If to the Agent or a Lender:

To the Agent's or such Lender's address or telecopy number, as applicable, set forth on its signature page hereto or in the applicable Assignment and Assumption Agreement.
 

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender shall only be required to give notice of any such other address to the Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, when received; (ii) if telecopied, upon confirmation of transmission; (iii) if hand delivered, when delivered and (iv) if by overnight courier service, when delivered. Notwithstanding the immediately preceding sentence, all notices or communications to the Agent or any Lender under Article II shall be effective only when actually received. Neither the Agent nor any Lender shall incur any liability to the Parent, the Borrower or any other Loan Party (nor shall the Agent incur any liability to the Lenders) for acting upon any notice referred to in this Agreement which the Agent or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. In addition to the Agent's Lending Office, the Borrower shall send copies of the notices described in Article II. to the following address of the Agent:

Wells Fargo Bank, National Association

Disbursement and Operations Center

2120 East Park Place, Suite 100

El Segundo, California 90245

Attention: Disbursement Administrator

Telecopy Number:     (310) 615-1014

Telephone Number:     (310) 335-9460

Section 12.2.      Expenses.

The Borrower agrees (a) to pay or reimburse the Agent for all of the Agent's reasonable costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expense and reasonable travel expenses related to closing), and the consummation and syndication of the transactions contemplated thereby, including the reasonable fees and disbursements of counsel to the Agent, (b) to pay or reimburse the Agent and the Lenders for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents, including the reasonable fees and disbursements of counsel retained by the Agent and of one law firm retained by the Lenders, and any payments in indemnification or otherwise payable by the Lenders to the Agent pursuant to the Loan Documents, (c) to pay, and indemnify and hold harmless the Agent and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, intangible, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution, delivery, recording or enforcement of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document, and (d) to the extent not already covered by any of the preceding subsections, to pay the reasonable fees and disbursements of counsel to the Agent and any Lender incurred in connection with the representation of the Agent or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 10.1(e) or 10.1(f), including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor-in-possession financing or any plan of reorganization of the Parent, the Borrower or any other Loan Party, whether proposed by the Parent, the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding.

Section 12.3.      Setoff.

Each Lender hereby waives any right of set-off against the Obligations it has with respect to any deposit account of the Borrower or any other Loan Party maintained with such Lender or any other account or property of the Borrower or any other Loan Party held by such Lender; provided however, that this waiver is not intended, and shall not be deemed, to waive any right of set-off (a) any Lender has with respect to any account required to be maintained pursuant to this Agreement or any other Loan Document or (b) arising other than pursuant to this Agreement or the other Loan Documents.

Section 12.4.      Litigation; Jurisdiction; Other Matters; Waivers.

(a)     EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE PARENT, THE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT, THE BORROWER AND THE PARENT HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT OR IN CONNECTION WITH ANY COLLATERAL OR ANY LIEN THEREIN OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE PARENT, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE.

(b)     EACH OF THE BORROWER, THE PARENT, THE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE NORTHERN DISTRICT OF GEORGIA OR, AT THE OPTION OF THE AGENT, ANY STATE COURT LOCATED IN FULTON COUNTY, GEORGIA, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE BORROWER, THE PARENT, THE AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE ADVANCES, THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. THE BORROWER, THE PARENT, THE AGENT AND EACH OF THE LENDERS EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

(c)     THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE ADVANCES AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND THE TERMINATION OF THIS AGREEMENT.

Section 12.5.      Successors and Assigns.

(a)     Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the Lenders (and any such assignment or transfer to which all of the Lenders have not consented shall be void).

(b)     Participations. Any Lender may at any time grant to an affiliate of such Lender, or one or more banks or other financial institutions (each a "Participant" ) participating interests in its Advance or the Obligations owing to such Lender. Except as otherwise provided in Section 12.8, no Participant shall have any rights or benefits under this Agreement or any other Loan Document. In the event of any such grant by a Lender of a participating interest to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided however, such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase such Lender's Commitment, or (ii) extend the date fixed for the payment of principal on the Advances or portions thereof owing to such Lender, or (iii) reduce the rate at which interest is payable thereon, or (iv) release Parent from the Parent Guaranty. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b).

(c)     Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent, in the case of both Agent and Borrower, shall not be unreasonably withheld or delayed) at any time assign to one or more Eligible Assignees (each an "Assignee") all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) no such consent by the Agent shall be required in the case of an assignment to another Lender; (iii) any partial assignment shall be in an amount at least equal to $15,000,000 and after giving effect to such assignment the assigning Lender holds a Note having an aggregate outstanding principal balance of at least $10,000,000, (iv) each such assignment shall be effected by means of an Assignment and Assumption Agreement; and (v) after giving effect to any such assignment by the Lender then acting as the Agent, the Lender then acting as Agent shall retain a Note having a principal balance greater than or equal to the principal balance of the Note of each other Lender as of the Effective Date unless the Requisite Lenders consent otherwise (which consent shall not be unreasonably withheld or delayed). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with an Advance as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500 (or such lesser amount as Agent may agree to). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Advance held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

(d)     Federal Reserve Bank Assignments. In addition to the assignments and participations permitted under the foregoing provisions of this Section, and without the need to comply with any of the formal or procedural requirements of this Section, any Lender may at any time and from time to time, pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge of assignment shall release such Lender from its obligation thereunder.

(e)     Information to Assignee, Etc. A Lender may furnish any information concerning the Parent, the Borrower, any Subsidiary or any other Loan Party in the possession of such Lender from time to time to Assignees and Participants (including prospective Assignees and Participants).

Section 12.6.      Amendments and Waivers.

(a)     Generally. Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement or in any Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document (other than any fee letter solely between the Borrower and the Agent) may be amended, (iii) the performance or observance by the Parent, the Borrower or any other Loan Party of any terms of this Agreement or such other Loan Document (other than any fee letter solely between the Borrower and the Agent) may be waived, and (iv) the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or the Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto; provided however, that, except as otherwise provided in Section 12.6(c)(x) below, any amendment to any provision of Section 9.1, or to any defined term where such amendment could affect compliance with Section 9.1 , shall require the written consent of Requisite Lenders and of Agent (with Agent's vote being included in determining whether the consent of Requisite Lenders has been obtained).

(b)     Supermajority Consent. Notwithstanding the foregoing, any amendment of Sections 7.10, 7.11, 10.1(k)(i), 10.1(k)(ii) or 10.1(k)(vi) shall require the written consent of Supermajority Lenders.

(c)     Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent at the written direction of all of the Lenders), do any of the following:

(i)     increase the amount of the Loan, increase the Commitment of any Lender (excluding any increase of a Lender's Commitment effected in accordance with Section 2.12), or otherwise subject the Lenders to any additional obligations;

(ii)     reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any Advances or other Obligations;

(iii)     waive the payment of, or reduce the amount of, any Fees payable to the Lenders hereunder; provided, however, the Agent shall be authorized on behalf of all the Lenders, without the necessity of any notice to, or further consent from, any Lender, to waive the imposition of the late fees provided in Section 2.8, up to a maximum of 2 times per calendar year;

(iv)     postpone any date fixed for any payment of principal of, or interest on, any Advances or for the payment of Fees or any other Obligations including, without limitation, extend the Maturity Date (excluding any extension of the Maturity Date effected in accordance with Section 2.13);

(v)     change the Pro Rata Shares (excluding any change as a result of an assignment of Advances permitted under Section 12.5 and an increase of Commitments effected pursuant to Section 2.12);

(vi)     amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the provisions contained in this Section;

(vii)     modify the definition of the term "Requisite Lenders" or Supermajority Lenders or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof;

(viii)     release the Parent from its obligations under the Parent Guaranty;

(ix)     waive a Default or Event of Default under Section 10.1(a); or

(x)     amend Section 9.1(b) or Section 9.1(k) or modify the definition of the terms "Adjusted Asset Value," "EBITDA", "Gross Asset Value", "Indebtedness", "Leverage Ratio" or "Total Liabilities".

(d)     Amendment of Duties of Agent. No amendment, waiver or consent unless in writing and signed by the Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent under this Agreement or any of the other Loan Documents.

(e)     Amendments and Waivers Generally. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section, notwithstanding any attempted cure or other action by the Parent, the Borrower, any other Loan Party or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

Section 12.7.      Nonliability of Agent and Lenders.

The relationship between the Borrower, on the one hand, and the Lenders and the Agent, on the other hand, shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Agent or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other Loan Party. Neither the Agent nor any Lender undertakes any responsibility to the Borrower or the Parent to review or inform the Borrower or the Parent of any matter in connection with any phase of the business or operations of the Borrower, the Parent or any of their respective Subsidiaries or Affiliates.

Section 12.8.      Confidentiality.

Except as otherwise provided by Applicable Law, the Agent and each Lender shall utilize all non-public information obtained pursuant to the requirements of this Agreement which has been identified as confidential or proprietary by the Borrower or the Parent in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but in any event may make disclosure: (a) to any of their respective affiliates (provided any such affiliate shall agree to keep such information confidential in accordance with the terms of this Section); (b) as reasonably requested by any bona fide Assignee, Participant or other transferee in connection with the contemplated transfer of any Commitment, Advance or participations therein as permitted hereunder (provided they shall agree to keep such information confidential in accordance with the terms of this Section); (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings; (d) to the Agent's or such Lender's independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information); (e) if an Event of Default exists, to any other Person, in connection with the exercise by the Agent or the Lenders of rights hereunder or under any of the other Loan Documents; and (f) to the extent such information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Agent or any Lender on a nonconfidential basis from a source other than the Borrower or any Affiliate.     

Section 12.9.      Indemnification.

(a)     The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Agent, each of the Lenders, any affiliates of Agent or any Lender, and their respective directors, officers, agents, employees and counsel (each referred to herein as an "Indemnified Party") from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses indemnification in respect of which is specifically covered by Section 3.9 or 4.1 or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an "Indemnity Proceeding") which is in any way related to: (i) this Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Advances hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Advances; (iv) the Agent's or any Lender's entering into this Agreement or any other Loan Document; (v) the fact that the Agent and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Agent and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Borrower and the Subsidiaries; (vii) the fact that the Agent and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Borrower and the Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Agent or the Lenders may have under this Agreement or the other Loan Documents including, but not limited to, the foreclosure upon, or seizure of, any collateral or the exercise of any other rights of a secured party; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party as set forth above for any acts or omissions of such Indemnified Party in connection with matters described in this clause (viii) that constitute gross negligence or willful misconduct on the part of such Indemnified Party as determined in a final nonappealable judgment by a court of competent jurisdiction; or (ix) any violation or non-compliance by the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Borrower, its Subsidiaries or any other Loan Party (or its respective properties) (or the Agent and/or the Lenders as successors to the Borrower) to be in compliance with such Environmental Laws.

(b)     The Borrower's indemnification obligations under this Section shall apply to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this connection, this indemnification shall cover all reasonable costs and expenses of any Indemnified Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification shall, among other things, apply to any Indemnity Proceeding commenced by other creditors of the Borrower or any Subsidiary, any shareholder of the Borrower or any Subsidiary (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual capacity or derivatively on behalf of the Borrower), any account debtor of the Borrower or any Subsidiary or by any Governmental Authority.

(c)     This indemnification shall apply to any Indemnity Proceeding arising during the pendency of any bankruptcy proceeding filed by or against the Borrower and/or any Subsidiary.

(d)     An Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any Indemnity Proceeding covered by this Section and, as provided above, all reasonable costs and expenses incurred by such Indemnified Party shall be reimbursed by the Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or defending against any such Indemnity Proceeding shall vitiate or in any way impair the obligations and duties of the Borrower hereunder to indemnify and hold harmless each such Indemnified Party; provided, however, that (i) if the Borrower is required to indemnify an Indemnified Party pursuant hereto and (ii) the Borrower has provided evidence reasonably satisfactory to such Indemnified Party that the Borrower has the financial wherewithal to reimburse such Indemnified Party for any amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified Party shall not settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed).

(e)     If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable Law.

(f)     Subject to the immediately following Section 12.10, the Borrower's obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full in cash of the Obligations, and are in addition to, and not in substitution of, any of the other obligations set forth in this Agreement or any other Loan Document to which it is a party.

Section 12.10.      Termination; Survival.

At such time as (a) all of the Commitments have been terminated, (b) none of the Lenders is obligated any longer under this Agreement to make any Advances and (c) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full, this Agreement shall terminate. The indemnities to which the Agent and the Lenders are entitled under the provisions of Sections 3.9, 4.1, 4.4, 11.7, 12.2 and 12.9 and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 12.4, shall continue in full force and effect and shall protect the Agent and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before but not for a period in excess of three years after the date this Agreement terminates in accordance with the preceding sentence and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement but not for a period in excess of three years after any such party cease to be a party to this Agreement.

Section 12.11.      Severability of Provisions.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 12.12.      GOVERNING LAW .

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 12.13.      Counterparts.

This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

Section 12.14.      Obligations with Respect to Loan Parties.

The obligations of the Borrower to direct or prohibit the taking of certain actions by the Parent or the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control the Parent or such Loan Parties.

Section 12.15.      Independence of Covenants.

All covenants hereunder shall be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section 12.16.      Entire Agreement.

This Agreement, the Notes, and the other Loan Documents referred to herein embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto.

Section 12.17.      Construction; Conflict of Terms.

The Agent, each Lender, the Borrower and the Parent acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Agent, the Lenders, the Borrower and the Parent. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of any of the other Loan Documents, the terms of this Agreement shall govern.

Section 12.18.      Limitation of Liability of Borrower's General Partner.

Subject to the exceptions and qualifications described below, the General Partner, shall not be personally liable for the payment of the Obligations. Notwithstanding the foregoing: (a) if an Event of Default occurs, nothing contained herein shall in any way prevent or hinder the Agent or the Lenders in the pursuit or enforcement of any right, remedy or judgment against the Borrower or any other Loan Party, or any of their respective assets; and (b) the General Partner shall be fully liable to the Agent and the Lenders to the same extent that the General Partner would be liable absent the foregoing provisions of this Section for fraud or willful misrepresentation by the Borrower, the General Partner or its or their Affiliates (to the full extent of losses suffered by the Agent or any Lender by reason of such fraud or willful misrepresentations)

Section 12.19.      Limited Nature of Parent's Obligations.

THE LENDERS AND THE AGENT ACKNOWLEDGE AND AGREE THAT THE PARENT IS JOINING IN THE EXECUTION OF THIS AGREEMENT SOLELY FOR THE LIMITED PURPOSE OF BEING BOUND BY THE TERMS OF THE SECTIONS SPECIFICALLY APPLICABLE TO THE PARENT, INCLUDING SECTIONS 7.1, 7.2, 7.5, 7.6, 7.10, 7.11, 9.1, 9.3, 9.6 AND 9.7 OF THIS AGREEMENT. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT OR OTHER LOAN DOCUMENT RESULTING FROM A BREACH BY THE PARENT OF, OR A MISREPRESENTATION BY THE PARENT UNDER OR IN ANY WAY RELATING TO, ANY OF SUCH SECTIONS SHALL NOT CREATE ANY PERSONAL LIABILITY ON THE PART OF THE PARENT FOR THE PAYMENT OF THE OBLIGATIONS. NOTHING CONTAINED IN THIS SECTION IS INTENDED TO LIMIT THE OBLIGATIONS OF THE PARENT UNDER THE PARENT GUARANTY.

Section 12.20.      Limitation of Liability of Borrower's Directors, Officers, Etc.

The parties hereto acknowledge and agree that no director, officer, shareholder, employee or agent of the Borrower shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Borrower.

Section 12.21.      Replacement of Notes.

In the event of the loss, theft, destruction, total or partial obliteration, mutilation or inappropriate cancellation of any Note of a Lender, or the placement of any inappropriate marking upon any such Note, and in the case of any such loss, theft, destruction or total obliteration, upon delivery to the Agent on behalf of such Lender of an indemnity agreement reasonably satisfactory to and at no expense to the Borrower or, in the case of any such partial obliteration, mutilation, inappropriate cancellation or inappropriate marking, upon surrendering and cancellation of such Note to the Agent on behalf of such Lender, the Borrower will execute and deliver, in lieu thereof, a replacement Note, identical in form and substance to such Note and dated as of the date of such Note and upon such execution and delivery all references in this Agreement to Notes shall be deemed to include such replacement Note.

Section 12.22.      USA Patriot Act Notice, 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, Agent and the Lenders may from time-to-time request, and Borrower shall provide to Agent, Borrower's, Parent's and each other Loan Party's name, address, tax identification number and/or such other identification information as shall be necessary for Agent and the Lenders 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. Agent will treat all information furnished to it in accordance with this Section 12.22 in the manner required by Section 12.8 of this Agreement.

Section 12.23.      Electronic Document Deliveries.

Documents required to be delivered pursuant to the Loan Documents shall be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Agent and each Lender have access (including a commercial, third-party website such as www.Edgar.com http://www.Edgar.comor a website sponsored or hosted by the Agent or the Borrower) provided that (A) the foregoing shall not apply to notices to any Lender pursuant to Article II and (B) the Lender has not notified the Agent or Borrower that it cannot or does not want to receive electronic communications. The Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Agent or Borrower posts such documents or the documents become available on a commercial website and the Agent or Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificate required by Section 8.3 to the Agent and shall deliver paper copies of any documents to the Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender. Except for the Compliance Certificates required by Section 8.3, the Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

[Signatures Begin on Following Page]

     IN WITNESS WHEREOF, the parties hereto have caused this Unsecured Term Loan Agreement to be executed by their authorized officers all as of the day and year first above written.

Borrower:

CBL & Associates Limited Partnership

By: CBL Holdings I, Inc., its sole general partner

By: /s/ John N. Foy
Name: John N. Foy
Title: Vice Chairman

PARENT:

CBL & Associates Properties, Inc.,
solely for the limited purposes set forth in Section 12.19

By: /s/ John N. Foy
Name: John N. Foy
Title: Vice Chairman

[Signatures Continued on Following Page]

[Signature Page to Unsecured Term Loan Agreement dated as of April __, 2008 with CBL & Associates Limited Partnership]

Wells Fargo Bank, National Association, as Agent, Lead Arranger and as a Lender

By:/s/ Kerry Richards                    
Name: Kerry Richards                    
Title: Vice President                    

Commitment Amount:

$50,000,000.00
 

Lending Office (all Types of Advances) and
Address for Notices:

2859 Paces Ferry Road, Suite 1200
Atlanta, GA 30339
Attn: Loan Administration Manager
Telecopier: (770) 435-2262
Telephone: (770) 435-3800
 
 

[Signatures Continued on Following Page]

[Signature Page to Unsecured Term Loan Agreement dated as of April __, 2008 with CBL & Associates Limited Partnership]

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
 

By:/s/ Gregg Gehrke                    
Name: Gregg Gehrke                    
Title: Assistant Vice President               

Commitment Amount:
 

$35,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:
 

800 Nicollet Mall
3^rd Floor
Minneapolis, MN 55402
Attn: Michael Raarup
Telecopier: (612) 303-2270
Telephone: (612) 303-3586
 
 

[Signatures Continued on Following Page]

[Signature Page to Unsecured Term Loan Credit Agreement dated as of April __, 2008 with CBL & Associates Limited Partnership]

AAREAL CAPITAL CORPORATION,
as Syndication Agent and as a Lender

By:/s/ Ralph Marra                         
Name: Ralph Marra
Title: Executive Director
 
By:     /s/ Dagmar Knopek                    
Name: Dagmar Knopek
Title: Chief Credit Officer

Commitment Amount:
 

$50,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:
 

250 Park Avenue
Suite 820
New York, New York 10177

Attn: Ralph Marra

Telecopier: (917) 322-0285

Telephone: (212) 508-4082

[Signatures Continued on Following Page]

[Signature Page to Unsecured Term Loan Agreement dated as of April __, 2008 with CBL & Associates Limited Partnership]

FIFTH THIRD BANK,
as a Lender

By:/s/ David Aikens                    

Name:     David Aikens

Title:     Vice President

Commitment Amount:
 

$30,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

MD 1MOC2B
5050 Kingsley Drive
Cincinnati, Ohio 45263

Attn: Joyce Elam

Telecopier: (513) 358-3479

Telephone: (513) 358-7336

[End of Signatures]

SCHEDULE 2.16
 

Authorized Representatives
 
 

Charles B. Lebovitz - Chairman of the Board and Chief Executive Officer
John N. Foy - Vice Chairman and Chief Financial Officer
Stephen D. Lebovitz - President
Farzana K. Mitchell - Senior Vice President
Charles W. A. Willett, Jr. - Senior Vice President

SCHEDULE 6.1(b)
 

Ownership of Loan Parties
 

(Attached)
 

SCHEDULE 6.1(f)
 

Litigation

NONE
 
 

EXHIBIT "A"
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is dated as of ________ __, ____, between __________________ ("Assignor") and _________________ ("Assignee").

RECITALS:

A.     Assignor is a Lender under the Unsecured Term Loan Agreement dated as of April __, 2008 (as from time to time amended, supplemented or restated, the "Loan Agreement"), by and among CBL & Associates Limited Partnership, a Delaware limited partnership ("Borrower"), CBL & Associates Properties, Inc., a Delaware corporation, the persons named therein as Lenders and such other Persons as may become Lenders in accordance with the terms of the Loan Agreement, and Wells Fargo Bank, National Association, as Agent ("Agent"). (Capitalized terms used in this Agreement without definition have the same meanings as in the Loan Agreement.)

B.     Assignor desires to assign to Assignee, and Assignee desires to accept and assume, [all/a portion of] the rights and obligations of Assignor under the Loan Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.     Assignment.

(a)     Effective on the Assignment Effective Date (as defined in Section 3 below), Assignor hereby assigns to Assignee the Assigned Share (as defined below) of all of Assignor's rights, title, interest and obligations under the Loan Agreement and other Loan Documents, including without limitation those relating to Assignor's pro rata share of the Loan. The Assigned Share of all such rights, title, interest and obligations is referred to collectively as the "Assigned Rights and Obligations".

(b)     The "Assigned Share" means the aggregate amount of the Loan outstanding under the Loan Agreement on the Assignment Effective Date that is attributable to the percentage of the Loan represented by the Assigned Share. The pro rata share represented by the Assigned Share, and the pro rata share, if any, in the Loan retained by Assignor, shall be as specified on the signature pages of this Agreement.

2.     Assumption. Effective on the Assignment Effective Date, Assignee hereby accepts the foregoing assignment of, and hereby assumes from Assignor, the Assigned Rights and Obligations.

3.     Effectiveness. This Agreement shall become effective on a date (the "Assignment Effective Date") selected by Assignor, which shall be on or as soon as practicable after the execution and delivery of counterparts of this Agreement by Assignor, Assignee, Agent and Borrower. Assignor shall promptly notify Assignee, Agent and Borrower in writing of the Assignment Effective Date.

4.     Payments on Assignment Effective Date. In consideration of the assignment by Assignor to Assignee, and the assumption by Assignee, of the Assigned Rights and Obligations, on the Assignment Effective Date Assignee shall pay to Assignor such amounts as are specified in any written agreement or exchange of letters between them, and Assignor shall pay to Agent an assignment processing fee of $4,500.

5.     Allocation and Payment of Interest and Fees.

(a)     Agent shall pay to Assignee all interest and other amounts (including Fees, except as otherwise provided in the written agreement referred to in Section 4 above) not constituting principal that are paid by or on behalf of Borrower pursuant to the Loan Documents and are attributable to the Assigned Rights and Obligations ("Borrower Amounts"), that accrue on and after the Assignment Effective Date. If Assignor receives or collects any such Borrower Amounts, Assignor shall promptly pay them to Assignee.

(b)     Agent shall pay to Assignor all Borrower Amounts that accrue before the Assignment Effective Date (or otherwise pursuant to the written agreement referred to in Section 4 above) when and as the same are paid by Agent to the other Lenders. If Assignee receives or collects any such Borrower Amounts, Assignee shall promptly pay such amounts to Assignor.

(c)     Unless specifically assumed by Assignee, Assignor shall be responsible and liable for all reimbursable liabilities and costs and indemnification obligations which accrue under Section 11.7 of the Loan Agreement prior to the Assignment Effective Date, and such liability shall survive the Assignment Effective Date.

6.     Agent Liability. Agent shall not be liable for any allocation or payment to either Assignor or Assignee subsequently determined to be erroneous, unless resulting from Agent's willful misconduct or gross negligence.

7.     Representations and Warranties.

(a)           Each of Assignor and Assignee represents and warrants to the other and to Agent as follows:

(i)           It has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement;

(ii)           The making and performance of this Agreement and all documents required to be executed and delivered by it hereunder do not and will not violate any law or regulation applicable to it;

(iii)           This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable in accordance with its terms; and

(iv)           All approvals, authorizations or other actions by, or filings with, any governmental authority necessary for the validity or enforceability of its obligations under this Agreement have been made or obtained.

(b)           Assignor represents and warrants to Assignee that Assignor owns the Assigned Rights and Obligations free and clear of any lien or other encumbrance.

(c)           Assignee represents and warrants to Assignor as follows:

(i)           Assignee is an "Eligible Assignee" as defined in the Loan Agreement;

(ii)           Assignee has made and shall continue to make its own independent investigation of the financial condition, affairs and creditworthiness of Borrower and any other person or entity obligated under the Loan Documents (collectively, "Loan Parties"); and

(iii)          Assignee has received copies of the Loan Documents and such other documents, financial statements and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement.

8.     No Assignor Responsibility. Assignor makes no representation or warranty regarding, and assumes no responsibility to Assignee for:

(a)     the execution (by any party other than Assignor), effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of the Loan Documents or any representations, warranties, recitals or statements made in the Loan Documents or in any financial or other written or oral statement, instrument, report, certificate or any other document made or furnished or made available by Assignor to Assignee or by or on behalf of any Loan Party to Assignor or Assignee in connection with the Loan Documents and the transactions contemplated thereby;

(b)     the performance or observance of any of the terms, covenants or agreements contained in any of the Loan Documents or as to the existence or possible existence of any Default or Event of Default under the Loan Documents; or

(c)     the accuracy or completeness of any information provided to Assignee, whether by Assignor or by or on behalf of any Loan Party.

Assignor shall have no initial or continuing duty or responsibility to make any investigation of the financial condition, affairs or creditworthiness of any of the Loan Parties, in connection with the assignment of the Assigned Rights and Obligations or to provide Assignee with any credit or other information with respect thereto, whether coming into its possession before the date hereof or at any time or times thereafter.

9.     Assignee Bound By Loan Agreement. Effective on the Assignment Effective Date, Assignee (a) shall be deemed to be a party to the Loan Agreement, (b) agrees to be bound by the Loan Agreement to the same extent as it would have been if it had been an original Lender thereunder, and (c) agrees to perform in accordance with their respective terms all of the obligations which are required under the Loan Documents to be performed by it as a Lender. Assignee appoints and authorizes Agent to take such actions as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

10.     Assignor Released From Loan Agreement. Effective on the Assignment Effective Date, Assignor shall be released from the Assigned Rights and Obligations; provided, however, that Assignor shall retain all of its rights to indemnification under the Loan Agreement and the other Loan Documents for any events, acts or omissions occurring before the Assignment Effective Date, and, to the extent not assumed by Assignee, Assignor shall continue to be responsible for the liabilities and obligations described in Section 5(c) of this Agreement.

11.     New Notes. On or promptly after the Assignment Effective Date, Borrower, Agent, Assignor and Assignee shall make appropriate arrangements so that new Notes executed by Borrower, dated the Assignment Effective Date and in the amount of the respective pro rata shares of Assignor and Assignee in the original Loan amount, after giving effect to this Agreement, are issued to Assignor and Assignee, in exchange for the surrender by Assignor and Assignee to Borrower of any applicable outstanding Notes, marked "Exchanged" or "Cancelled".

12.     General.

(a)     No term or provision of this Agreement may be amended, waived or terminated orally, but only by an instrument signed by the parties hereto.

(b)     This Agreement may be executed in one or more counterparts. Each set of executed counterparts shall be an original. Executed counterparts may be delivered by facsimile transmission.

(c)     If Assignor has not assigned its entire remaining pro rata share of the Loan to Assignee, Assignor may at any time and from time to time grant to others, subject to applicable provisions in the Loan Agreement, assignments of or participation in all of Assignor's remaining pro rata share of the Loan.

(d)     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither Assignor nor Assignee may assign or transfer any of its rights or obligations under this Agreement without the prior written consent (subject to the provisions of Section 12.5(c) of the Loan Agreement) of Agent and Borrower, which consent shall not be unreasonably withheld or delayed. The preceding sentence shall not limit the right of Assignee to grant to others a participation in all or part of the Assigned Rights and Obligations subject to the terms of the Loan Agreement.

(e)     All payments to Assignor or Assignee hereunder shall, unless otherwise specified by the party entitled thereto, be made in United States dollars, in immediately available funds, and to the address or account specified on the signature pages of this Agreement. The address of Assignee for notice purposes under the Loan Agreement shall be as specified on the signature pages of this Agreement.

(f)     If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions hereof will not be affected or impaired in any way.

(g)     Each party shall bear its own expenses in connection with the preparation and execution of this Agreement.

(h)     This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

(i)     [Foreign Withholding. On or before the Assignment Effective Date, Assignee shall comply with the provisions of Section 3.9(c) of the Loan Agreement.] ¹

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ASSIGNOR: __________________________,
__________________________________


By:                              
Name:                                Its:                               Pro Rata Share: ___% Share of Original Loan: $_________________ Assignor's Payment Instruction: ABA No.:                           Account No.:                          Reference:                           Loan No. :                           Attn :                                Telephone:                           Telecopy:                          

ASSIGNEE: __________________________,
__________________________________


By:                              
Name:                                Its:                               Pro Rata Share: ___% Share of Original Loan: $_________________ Assignee's Payment Instruction: ABA No.:                           Account No.:                          Reference:                           Loan No. :                           Attn :                                Telephone:                           Telecopy:                          

ACKNOWLEDGED AND AGREED:
BORROWER:	CBL & ASSOCIATES LIMITED PARTNERSHIP By:     CBL Holdings I, Inc., its sole general partner By:                                     Name:                               Its:
AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION By:                               Name:                                Its:

EXHIBIT "B"

Notice of Borrowing

CBL & ASSOCIATES

LIMITED PARTNERSHIP

__________ __, 200__

Wells Fargo Bank, National Association

2859 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339
ATTN: ____________________

Ladies and Gentlemen:

Reference is made to that certain Unsecured Term Loan Agreement dated as of April ___, 2008 (as it may be modified, amended and restated from time to time, the "Loan Agreement"), by and among CBL & Associates Limited Partnership (the "Borrower"), CBL & Associates Properties, Inc., and the Lenders from time to time party thereto (collectively, together with Assignees under Section 12.5 thereof, the "Lenders") and Wells Fargo Bank, National Association, as administrative agent (in such capacity, "Agent"). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Loan Agreement.

1.     Pursuant to Section 2.1 of the Loan Agreement, the Borrower hereby requests that the Lenders make an Advance to the Borrower in an amount equal to ____________ Dollars ($________).

2.     The Borrower requests that the Advance be made available to the Borrower on _____________, 200_.

3.     The Borrower hereby requests that the requested Advance be of the following Type:

[Check one box only]

•     Base Rate Advance

•     LIBOR Advance, with an initial Interest Period for a duration of:

                    •     one month

•     two months

•     three months

•     six months

•     twelve months

4.      The proceeds of this Advance should be distributed as follows:

The Borrower hereby certifies to the Agent and the Lenders that (a) the proposed use of the proceeds of such Advance set forth above is consistent with the provisions of Section 7.7 of the Loan Agreement; (b) there exists no (i) Default under Sections 10.1(a), 10.1(b)(i), 10.1(e) or 10.1(f) of the Loan Agreement, (ii) other Default as to which Agent has given Borrower notice or (iii) Event of Default, nor any event or condition which, with the making of such Advance, would constitute a Default or Event of Default; and (c) all of the representations and warranties made by Borrower or any other Loan Party hereunder under any of the Notes or under any of the Loan Documents are true and correct in all material respects as of the date hereof with the same force and effect as if made on and as of such date, except to the extent such representations or warranties specifically relate to an earlier date and except for changes therein occurring in the ordinary course of business which do not otherwise constitute a Default or Event of Default hereunder.

CBL & ASSOCIATES LIMITED PARTNERSHIP

By:     CBL Holdings I, Inc.,

     as General Partner

By:                          

Name:

Title:

EXHIBIT "C"

Notice of Continuation

CBL & ASSOCIATES

LIMITED PARTNERSHIP

__________ __, 200__

Wells Fargo Bank, National Association

2859 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339
Attention: __________________

Ladies and Gentlemen:

Reference is made to that certain Unsecured Term Loan Agreement dated as of April ___, 2008 (as it may be amended from time to time, the "Loan Agreement"), by and among CBL & Associates Limited Partnership (the "Borrower"), CBL & Associates Properties, Inc., and the Lenders from time to time party thereto (collectively, together with Assignees under Section 12.5 thereof, the "Lenders") and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Agent"). Capitalized terms used herein and not otherwise defined herein, have their respective meanings given them in the Loan Agreement.

Pursuant to Section 2.9(a) of the Loan Agreement, the Borrower hereby elects to the maintain all, or the portion set forth below, of the LIBOR Advance in the amount ________________ Dollars ($____________) and having an Interest Period expiring on __________________, as a LIBOR Advance, and in that connection sets forth below the information relating to such continuation as required by such Section 2.9(a) of the Loan Agreement:

1.     The amount of the existing LIBOR Advances to be continued as a LIBOR Advance is:

     [Check one box only]

     •     All of said LIBOR Advance (being $________)

     •     $          

2.     The amount of the LIBOR Advance being continued shall have an Interest Period of:

[Check one box only]          •     one month

•     two months

•     three months

•     six months

•     twelve months

The Borrower hereby certifies to the Agent and the Lenders that as of the date hereof, as of the proposed date of the requested continuation, and after giving effect to such continuation, (a) if the Interest Period requested above is one month, there exists no (i) Event of Default; (ii) Default under Sections 10.1(a), 10.1(b)(i), 10.1(e) or 10.1(f) of the Loan Agreement, or (iii) other Default as to which Agent has given Borrower notice; (b) if the Interest Period requested above is other than one month, no Default or Event of Default has occurred and is continuing; and (c) the representations and warranties of the Borrower contained in the Loan Agreement and the other Loan Documents are and shall be true and correct, except to the extent such representations or warranties specifically relate to an earlier date and except for changes therein occurring in the ordinary course of business which do not otherwise constitute a Default or Event of Default hereunder.

CBL & ASSOCIATES LIMITED PARTNERSHIP

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

By:               
Name:          
Title:          

EXHIBIT "D"

Notice of Conversion

CBL & ASSOCIATES

LIMITED PARTNERSHIP

__________ __, 200__

Wells Fargo Bank, National Association
2859 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339
Attention: __________________

Ladies and Gentlemen:

Reference is made to that certain Unsecured Term Loan Agreement dated as of _______ ___, 2008 (as it may be amended from time to time, the "Loan Agreement"), by and among CBL & Associates Limited Partnership (the "Borrower"), CBL & Associates Properties, Inc., and the Lenders from time to time party thereto (collectively, together with Assignees under Section 12.5 thereof, the "Lenders") and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Agent"). Capitalized terms used herein and not otherwise defined herein, have their respective meanings given them in the Loan Agreement.

Pursuant to Section 2.9(b) of the Loan Agreement, the Borrower hereby requests a conversion of an Advance of one Type into an Advance of another Type, and in that connection sets forth below the information relating to such conversion as required by such Section 2.9(b) of the Loan Agreement:

1.     The requested date of such conversion is ___________, _____.

2.      The Type of Advance to be Converted pursuant hereto is currently:

[Check one box only]

•     Base Rate Advance

•     LIBOR Advance

3.     The aggregate principal amount of the Advance subject to the requested conversion is $__________ and the portion of such principal amount subject to such conversion is $___________.

3.      The amount of such Advance to be converted is to be Converted into an Advance of the following Type:

[Check one box only]

•     Base Rate Advance

•     LIBOR Advance with an initial Interest Period for a duration of:

[check one box only]          •     one month

•     two months

•     three months

•     six months

•     twelve months

The Borrower hereby certifies to the Agent and the Lenders that as of the date hereof, as of the proposed date of the requested conversion, and after giving effect to such conversion, (a) if the Interest Period requested above is one month, there exists no (i) Event of Default; (ii) Default under Sections 10.1(a), 10.1(b), 10.1(e) or 10.1(f) of the Loan Agreement, or (iii) other Default as to which Agent has given Borrower notice; (b) if the Interest Period requested above is other than one month, no Default or Event of Default has occurred and is continuing; and (c) the representations and warranties of the Borrower contained in the Loan Agreement and the other Loan Documents are and shall be true and correct, except to the extent such representations or warranties specifically relate to an earlier date and except for changes therein occurring in the ordinary course of business which do not otherwise constitute a Default or Event of Default hereunder.

CBL & ASSOCIATES LIMITED PARTNERSHIP

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

By:               
Name:          
Title:          

EXHIBIT "E"

GUARANTY

      THIS GUARANTY ("Guaranty") is made and entered into this ___ day of April, 2008, by CBL & Associates Properties, Inc., a Delaware corporation ("Guarantor"), in favor of the lenders from time to time party to the Unsecured Term Loan Agreement referred to below (collectively, together with Assignees under Section 12.5 thereof, the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administration agent for the Lenders (in such capacity, the "Agent").

W I T N E S S E T H:

     WHEREAS, CBL & Associates Limited Partnership ("Borrower"), the Guarantor, the Lenders and the Agent are parties to an Unsecured Term Loan Agreement dated as of April __, 2008 (said Agreement, as it may hereafter be amended, restated or otherwise modified from time to time, being referred to herein as the "Loan Agreement"); capitalized terms not defined herein shall have the meanings given them in the Loan Agreement.

     WHEREAS, Guarantor derives benefits from the Advances made to Borrower under the Loan Agreement;

     NOW, THEREFORE, as a material inducement to the Agent and the Lenders to make Advances to Borrower, and for other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged and confessed, Guarantor does hereby irrevocably and unconditionally, warrant and represent unto and covenant and agree with the Agent and the Lenders as follows:

     1.     Guaranty of Payment and Loan.

          1.1     Guarantor hereby absolutely and unconditionally (a) guarantees unto the Agent and the Lenders the full and timely payment by CBL Holdings I, Inc. (the "General Partner") of any and all losses suffered by Agent or the Lenders as a result of the fraud or willful misrepresentations of Borrower, the General Partner, or its or their Affiliates (such amounts guaranteed pursuant to the provisions of this paragraph being referred to collectively as the "Guaranteed Obligations") irrespective of the validity, regularity or enforceability of the Loan Agreement or other Loan Documents; and (b) agrees with the Agent and the Lenders to pay to the Agent (i) within ten (10) days from the date the Agent notifies Guarantor of General Partner's failure to pay the full amount of the unpaid Guaranteed Obligations and (ii) reasonable attorneys' fees actually incurred and all court costs incurred by the Agent or the Lenders in enforcing or protecting any of Lenders' rights, remedies or recourses hereunder.

          1.2     This is a guaranty of payment and not of collection only.

          1.3     The obligations of Guarantor under Paragraph 1.1 above shall continue in full force and effect until such time as all Obligations under the Loan Agreement have been paid in full and all of the Commitments under the Loan Agreement have been terminated.

     2.     Alteration of Guaranteed Obligations. The Agent and the Lenders may make advances from time to time under the Loan Agreement, and Guaranteed Obligations may thus become due and payable, without further notice to or authorization from Guarantor. Further, upon such terms and at such times as it deems best, and without notice to Guarantor, the Agent and the Lenders may (a) alter, compromise, modify, accelerate, extend or change the time or manner for payment or performance of any of the Guaranteed Obligations, (b) increase or reduce the rate of interest or amount of principal payable on the Guaranteed Obligations, (c) release or discharge the Borrower, General Partner or any other guarantor of the Guaranteed Obligations, by acceptance of a deed or assignment in lieu of foreclosure or otherwise, as to all or any portion of the Guaranteed Obligations, (d) release, substitute or add any one or more guarantors or endorsers, accept additional or substituted security for the Guaranteed Obligations, or release or subordinate any security therefor, and (e) resort to Guarantor for payment of all or any portion of the Guaranteed Obligations, whether or not the Agent shall have resorted to any property securing the Guaranteed Obligations, or shall have proceeded against General Partner, Borrower or any party primarily or secondarily liable for the Guaranteed Obligations. No exercise, delay in exercise or non-exercise by the Agent or any Lender of any right hereby given it, no dealing by the Agent or any Lender with Borrower, General Partner, Guarantor or any other guarantor, endorser or other person, no change, impairment or suspension of any right or remedy of the Agent or any Lender, and no act or thing which but for this provision could act as a release or exoneration of the liabilities of Guarantor hereunder, shall in any way affect, decrease, diminish or impair any of the obligations of Guarantor hereunder or give Guarantor or any other Person any recourse or defense against the Agent or any Lender.

     3.     Waiver. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require the Agent or any Lender to proceed against or exhaust its recourse against Borrower, General Partner or any security or collateral held by the Agent or any Lender at any time or to pursue any other remedy in its power before being entitled to payment by Guarantor of the Guaranteed Obligations or before proceeding against Guarantor; (b) the defense of the statute of limitations in any action hereunder or for the payment or performance of any Guaranteed Obligation; (c) any defense that may arise by reason of (i) the incapacity, lack of authority, death or disability of Borrower, General Partner, Guarantor or any other Person, (ii) the revocation or repudiation hereof by Guarantor or the revocation or repudiation of any of the Loan Documents by Borrower, General Partner or any other or others, (iii) the failure of the Agent or any Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of Borrower, General Partner or any other Person, (iv) the unenforceability in whole or in part of the Loan Agreement, the Collateral Documents or any of the other Loan Documents or any other instrument, document or agreement referred to herein, (v) Agent's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; (d) presentment, demand for payment, protest, notice of discharge, notice of acceptance of this Guaranty, and indulgences and notices of any other kind whatsoever other than any notice specifically provided for in this Guaranty or the Collateral Documents; (e) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) by the Agent or any Lender which destroys or otherwise impairs the subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower or General Partner for reimbursement or both; (f) any defense based upon any taking, modification or release of any collateral or guarantees for any indebtedness of Borrower or General Partner to the Agent or any Lender, or any failure to perfect any security interest in, or the taking of or failure to take any other action with respect to any collateral securing payment or performance of the Guaranteed Obligations; (g) any rights Guarantor might have pursuant to the terms of Section 10-7-24 of the Official Code of Georgia Annotated or any other similar laws: or (h) any rights or defenses based upon an offset by Guarantor against any obligation now or hereafter owed to Guarantor by Borrower or General Partner; it being the intention hereof that Guarantor shall remain liable as principal, to the extent set forth herein, until full payment and performance of all the Guaranteed Obligations and the termination of the Commitments under the Loan Agreement, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of Guarantor.

     4.     Subordination; Subrogation; Preference and Fraudulent Transfer Indemnity.

          4.1     Any indebtedness (including, without limitation, interest obligations) of Borrower or General Partner to Guarantor now or hereafter existing shall be, and such indebtedness hereby is, deferred, postponed and subordinated to the Guaranteed Obligations.

          4.2     Guarantor will not exercise any rights which it may acquire by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, until all the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full and the Commitments have been terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time prior to the later of (a) the payment in full of the Guaranteed Obligations and all other amounts payable under this Guaranty and (b) the termination of the Commitments, such amount shall be held in trust for the benefit of the Agent and the Lenders and shall forthwith be paid to the Agent to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Agreement or to be held by the Agent as collateral security for any Guaranteed Obligations thereafter existing. If (i) the Guarantor shall make payment to the Agent or the Lenders of all or any part of the Guaranteed Obligations, (ii) all the Guaranteed Obligations and all other amounts payable under this Guaranty shall be paid in full, and (iii) the Commitments have been terminated, the Agent and the Lenders will, at the Guarantor's request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment by the Guarantor.

          4.3     Guarantor further hereby unconditionally and irrevocably agrees and guarantees (on a joint and several basis) to make full and prompt payment to the Agent or any Lenders of any of the Guaranteed Obligations or other sums paid to the Agent or any Lender pursuant to the Loan Agreement, Collateral Documents or any of the other Loan Documents which Lender is subsequently ordered or required to pay or disgorge on the grounds that such payments constituted an avoidable preference or a fraudulent transfer under applicable bankruptcy, insolvency or fraudulent transfer laws; and Guarantor shall fully and promptly indemnify the Agent and each Lender for all reasonable costs (including, without limitation, reasonable attorney's fees) incurred by the Agent or such Lender in defense of such claims of avoidable preference or fraudulent transfer.

          4.4     It is the intent of Guarantor, the Agent and the Lenders that in any Proceeding, Guarantor's maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of Guarantor hereunder (or any other obligations of Guarantor to the Agent and the Lenders) to be avoidable or unenforceable against Guarantor in such Proceeding as a result of applicable law, including without limitation, (a) Section 548 of the Bankruptcy Code of 1978, as amended (the "Bankruptcy Code") and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The applicable laws under which the possible avoidance or unenforceability of the obligations of Guarantor hereunder (or any other obligations of Guarantor to the Agent and the Lenders) shall be determined in any such Proceeding are referred to as the "Avoidance Provisions". Accordingly, to the extent that the obligations of Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guaranteed Obligations for which Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guaranteed Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of Guarantor hereunder (or any other obligations of Guarantor to the Agent and the Lenders), to be subject to avoidance under the Avoidance Provisions. This Paragraph is intended solely to preserve the rights of the Agent and the Lenders hereunder to the maximum extent that would not cause the obligations of Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and Guarantor shall not have any right or claim under this Paragraph as against the Agent and the Lenders that would not otherwise be available to Guarantor under the Avoidance Provisions. As used in this Paragraph, the term "Proceeding" means any of the following: (i) a voluntary or involuntary case shall be commenced by or against Guarantor under the Bankruptcy Code of 1978, as amended; (ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge of, all or any substantial part of the property of Guarantor; (iii) any other proceeding under any applicable law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in effect, is commenced by or against Guarantor; (iv) Guarantor is adjudicated insolvent or bankrupt; (v) as any usable order of relief or other order approving any such case or proceeding is entered by a court of competent jurisdiction; (vi) Guarantor makes a general assignment for the benefit of creditors; (vii) Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (viii) Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or (ix) any corporate action shall be taken by Guarantor for the purpose of effecting any of the foregoing.

     5.     Condition of Borrower and General Partner. Guarantor is fully aware of the financial condition of Borrower and General Partner and is executing and delivering this Guaranty based solely upon Guarantor's own independent investigation of all matters pertinent hereto and is not relying in any manner upon any representation or statement of the Agent or any Lender. Guarantor represents and warrants that Guarantor is in a position to obtain, and Guarantor hereby assumes full responsibility for obtaining, any additional information concerning the financial condition of Borrower and General Partner, and any other matter pertinent hereto as Guarantor may desire, and Guarantor is not relying upon or expecting the Agent or any Lender to furnish to Guarantor any information now or hereafter in the Agent or any Lender's possession concerning the same or any other matter. By executing this Guaranty, Guarantor knowingly accepts the full range of risks encompassed within a contract of this type, which risks Guarantor acknowledges. Guarantor shall have no right to require the Agent or any Lender to obtain or disclose any information with respect to the Guaranteed Obligations, the financial condition or character of Borrower or General Partner, or the ability of Borrower or General Partner to pay or perform the Guaranteed Obligations, the existence of any collateral or security for any or all of the Guaranteed Obligations, the existence or nonexistence of any other guaranties of all or any part of the Guaranteed Obligations, any action or nonaction on the part of the Agent or any Lender, Borrower, General Partner or any other person, or any other matter, fact or occurrence whatsoever.

     6.     Representations and Warranties. Guarantor makes the following representations and warranties which shall be deemed to be continuing representations and warranties until payment in full of the Guaranteed Obligations:

          6.1     Financial Condition. The financial statements of Guarantor which have heretofore been delivered to Agent and Lenders by Guarantor, and all other statements and data submitted in writing by Guarantor to Agent and Lenders, fairly and accurately represent the financial condition of Guarantor as of the date thereof, and since said date, except as disclosed in writing to Agent and Lenders or in Guarantor's 10-Q filed for the most recent quarter, there have been no changes in the assets or liabilities or financial condition of Guarantor, other than changes in the ordinary course of business, and no such changes have been materially adverse changes. Guarantor has no knowledge of any liabilities, contingent or otherwise, at said dates not reflected in said financial statements.

          6.2     Power and Authority. Guarantor (and the person or entity executing this Guaranty on behalf of Guarantor, if any) has the requisite power, authority, capacity and legal right to execute and deliver (and in the case of Guarantor, perform) this Guaranty and all other documents required to be executed and delivered hereunder.

          6.3     Binding Obligations of Guarantor. This Guaranty and all other documents required to be executed and delivered hereunder, when executed and delivered, will constitute legal, valid and binding obligations of Guarantor enforceable in all material respects against Guarantor in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein may be limited by equitable principles generally.

          6.4     No Legal Bar. Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated hereby will, with or without notice and/or lapse of time:

          (i)     constitute a breach of any of the terms and provisions of, or constitute a default under, any note, contract, document, instrument, agreement or undertaking, whether written or oral, to which Guarantor is a party or to which Guarantor's property is subject, which could have a material adverse impact on Guarantor's financial condition or ability to perform its obligations hereunder;

          (ii)     accelerate, or constitute an event entitling the holder of any material indebtedness of Guarantor to accelerate, the maturity of any such indebtedness;

          (iii)     conflict with or result in a breach of any writ, order, injunction or decree against Guarantor of any court or governmental agency or instrumentality, whether national, state, local or other; or

          (iv)     conflict with or be prohibited by any federal, state, local or other governmental law, statute, rule or regulation.

          6.5     No Consent. No consent of any other person not heretofore obtained and no consent, approval or authorization of, or registration, declaration or filing with, any court, governmental body, governmental authority or other person or entity whatsoever is required in connection with the valid execution, delivery or performance by Guarantor of this Guaranty or any other documents required to be executed and delivered hereunder, or in connection with any other transaction contemplated by this Guaranty.

          6.6     Truth and Completeness. All information, reports, papers and data given to Agent by Borrower or Guarantor with respect to Guarantor or the Collateral Documents to which the Guarantor is a party were, at the time the same were so furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or in the case of financial statements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of Borrower or Guarantor as at the date thereof and the results of operations for such periods, and do not, or will not, omit any fact, the inclusion of which is necessary to prevent the facts contained therein from being materially misleading.

          6.7     No Legal Proceedings. Except as set forth in Schedule 6.1(f) to the Loan Agreement, there are no actions, suits or proceedings pending (nor, to the knowledge of Guarantor, are there any actions, suits or proceedings threatened, nor is there any basis therefor) against or in any other way relating adversely to or affecting Guarantor before any court or arbitrator or any governmental body, agency or official which (a) could have a material adverse effect on the business, properties, financial position or results of operations of Guarantor; or (b) in any manner draw into question the validity of any Loan Document or Collateral Document to which the Guarantor is a party or the priority of any Lien, Mortgage or security interest created pursuant to the Collateral Documents to which Guarantor is a party.

     7.     Expenses. Guarantor agrees that if a default occurs hereunder, Guarantor will reimburse the Agent and each Lender for all costs and expenses (including, without limitation, reasonable attorneys' fees actually incurred) incurred by the Agent or such Lender, whether or not suit is instituted, in enforcing or exercising any rights, powers, privileges or remedies granted to the Agent or such Lender hereunder and for all reasonable costs and expenses of the Agent or such Lender incurred in connection with the administration or enforcement hereof.

     8.     Remedies Cumulative. The amount and/or extent of liability of Guarantor, and all rights, powers and remedies of the Agent and the Lenders hereunder and under any other agreement now or at any time hereafter in force among the Agent and the Lenders and Guarantor relating to the Guaranteed Obligations, shall be cumulative and not alternative, and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to the Agent and the Lenders by law.

     9.     Joint and Several Liability; Successive Action; Exercise of Rights; Counterparts. The agreements, obligations, warranties and representations of Guarantor hereunder are joint, several, and joint and several, and are independent of the obligations of Borrower and General Partner, and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against Guarantor or any other guarantor of them whether or not Borrower or General Partner is joined thereon or a separate action or actions is brought against Borrower or General Partner. The Agent and the Lenders may maintain successive actions for other defaults. The rights of the Agent and the Lenders hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions. This Guaranty may be executed in counterparts, and each such counterpart for all purposes shall be deemed an original, and all such counterparts together shall constitute but one and the same agreement.

     10.     Severability. Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions nevertheless shall be effective.

     11.     Successors and Assigns. This Guaranty shall inure to the benefit of the Agent and each Lender, their respective successors and assigns, including any Assignee under the Loan Agreement, and shall bind the heirs, executors, administrators, successors and assigns of Guarantor. This Guaranty is assignable by the Agent and each Lender in connection with the assignment of all or any portion of the Agent's or such Lender's rights under the Loan Agreement, and when so assigned, Guarantor shall be liable to the assignees under this Guaranty without in any manner affecting the liability of Guarantor hereunder with respect to any of the Guaranteed Obligations retained by any assigning Lender. A copy of each such assignment shall be delivered to Guarantor. Each reference herein to powers or rights of the Agent or any Lender shall also be deemed a reference to the same power or right of such assignees, to the extent of the interest assigned to them.

     12.     Governing Law. This Guaranty shall be construed and interpreted in accordance with, and shall be governed by, the laws of the State of Georgia, except to the extent that United States federal law permits Lenders to contract for, charge or receive a greater amount of interest than is permitted under Georgia law.

          The Agent or any Lender may bring any action or proceeding to enforce its rights under this Guaranty in any court of competent jurisdiction.

     13.     Bankruptcy. So long as any Guaranteed Obligations shall be owing to Lenders, Guarantor shall not, without the prior consent of all Lenders, commence or join with any other person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrower or General Partner. The obligations of Guarantor under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or General Partner or by any defense which Borrower or General Partner may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. In the event that all or any portion of the Guaranteed Obligations is paid or performed by Borrower or General Partner, the obligations of Guarantor hereunder shall continue and remain in full force and effect in the event that all or any part of such payment(s) or performances is avoided or recovered directly or indirectly from the Agent or any Lender as a preference, fraudulent transfer or otherwise in such proceeding.

     14.     Electronic Document Deliveries. Documents required to be delivered pursuant to this Guaranty or the other Loan Documents shall be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Agent and each Lender have access (including a commercial, third-party website such aswww.Edgar.comhttp://www.Edgar.com or a website sponsored or hosted by the Agent or the Borrower) provided that the Lender has not notified the Agent or Guarantor that it cannot or does not want to receive electronic communications. The Agent or the Guarantor may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Agent or Guarantor posts such documents or the documents become available on a commercial website and the Agent or Guarantor notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. on the opening of business on the next business day for the recipient. The Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Guarantor with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

     15.     Miscellaneous.

          (a)     Except as provided in any written agreement now or at any time hereafter in force between Lender and Guarantor, the Loan Agreement, the Collateral Documents, the Loan Documents and this Guaranty shall constitute the entire agreement of Guarantor with Lenders with respect to the Guaranteed Obligations, and no representation, understanding, promise or condition concerning the subject matter hereof shall be binding upon Lenders unless expressed herein or therein.

          (b)     No provision of this Guaranty or right of the Agent or any Lender hereunder can be waived nor can Guarantor be released or exonerated from Guarantor's obligations hereunder except in accordance with Section 12.6 of the Loan Agreement. No such waiver shall be applicable except in the specific instance for which given. The captions of this Guaranty are inserted for convenience only and shall have no effect upon the construction or interpretation hereof.

          (c)     Wherever in this Guaranty the context so requires, reference to the neuter, masculine or feminine shall be deemed to include each of the other, and reference to either the singular or the plural shall be deemed to include the other.

          (d)     Unless otherwise provided herein, all notices and other communications provided for hereunder shall be in writing and shall be mailed, telecopied or delivered as follows:

               If to the Guarantor:

                    CBL & Associates Properties, Inc.

                    2030 Hamilton Place Blvd., Suite 500

                    Chattanooga, Tennessee 37421-6000

                    Attention: Chief Financial Officer

                    Telecopy Number:     (423) 490-8390

                    Telephone Number:     (423) 855-0001

               With a copy to:

                    CBL & Associates Properties, Inc.

                    2030 Hamilton Place Blvd., Suite 500

                    Chattanooga, Tennessee 37421-6000

                    Attention: Finance Counsel

                    Telecopy Number:     (423) 490-8390

                    Telephone Number:     (423) 855-0001

               If to the Agent:

                    Wells Fargo Bank, National Association

                    2859 Paces Ferry Road

                    Suite 1200

                    Atlanta, Georgia 30339

                    Attn: Loan Administration Manager

                    Telecopy Number: (770) 435-2262

                    Telephone Number: (770) 435-3800

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Paragraph. All such notices and other communications shall be effective (i) if mailed, when received; (ii) if telecopied, upon confirmation of transmission; (iii) if hand delivered, when delivered, and (iv) if by overnight courier service, when delivered. Agent shall not incur any liability to the Guarantor, the Borrower or any other Loan Party (as that term is defined in the Loan Agreement) (nor shall the Agent incur any liability to the Lenders) for acting upon any notice referred to in this Guaranty which the Agent believes in good faith to have been given by a Person (as that term is defined in the Loan Agreement) authorized to deliver such notice or for otherwise acting in good faith hereunder.

          (e)     TIME IS OF THE ESSENCE IN THIS GUARANTY.

          (f)     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS GUARANTY OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND LENDERS WITH RESPECT TO THIS GUARANTY 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 WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR 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 LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

               EACH OF THE GUARANTOR, THE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE NORTHERN DISTRICT OF GEORGIA OR, AT THE OPTION OF THE AGENT, ANY STATE COURT LOCATED IN FULTON COUNTY, GEORGIA, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE GUARANTOR, THE AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS GUARANTY, THE ADVANCES, THE LOAN AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. THE GUARANTOR, THE AGENT AND EACH OF THE LENDERS EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

               THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE GUARANTEED OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND THE TERMINATION OF THE LOAN AGREEMENT AND THIS GUARANTY.

[Signatures commence on following page]

      EXECUTED and sealed as of the day and year first above written.

                         "GUARANTOR"

                         CBL & ASSOCIATES PROPERTIES, INC.,

                         a Delaware corporation

                         By:                                   

                         Name:                                   

                         Title:                                   

                                    (CORPORATE SEAL)

EXHIBIT "F"

PROMISSORY NOTE

     Atlanta, Georgia

$__,000,000.00     April ___, 2008

FOR VALUE RECEIVED, the undersigned, CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as "Maker"), unconditionally PROMISES TO PAY to the order of ____________________________ (hereinafter referred to as the "Holder"), at the office of Wells Fargo Bank, National Association, located at 2120 East Park Place, Suite 100, El Segundo, California 90245, or at such other place as Holder may from time to time designate in writing, in lawful money of the United States and in immediately available funds, the principal sum of _____ MILLION AND NO/100 DOLLARS ($__,000,000.00) or, if less, the aggregate principal amount of Advances from the Holder outstanding on the Maturity Date, payable in full on the Maturity Date.

Interest on the principal balance from time to time outstanding hereunder shall accrue at the rates and in the manner, and the principal amount of this Note and interest thereon shall be payable at the times and in the manner, set forth in that certain Unsecured Term Loan Agreement dated as of April __, 2008 among Maker, CBL & Associates Properties, Inc., Holder and the other Lenders party thereto, together with those Assignees becoming parties thereto pursuant to Section 12.5 thereof (collectively, the "Lenders"), and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the "Agent"), (as modified, amended and restated from time to time, the "Loan Agreement"). All capitalized terms used herein, unless otherwise defined herein, shall have the respective meanings ascribed to therein in the Loan Agreement.

Each payment of principal, shall be recorded by Holder on its books; provided that the failure of Holder to make any such recordation or endorsement shall not affect the obligations of Maker to make a payment when due of any amount owing hereunder.

This Note is one of the "Notes" referred to in the Loan Agreement, and is subject to all of the terms and conditions of the Loan Agreement, including, but not limited to, those related to the acceleration of the indebtedness represented hereby upon the occurrence of an Event of Default, and is entitled to the benefit and security of the Loan Agreement and the other instruments, documents and agreements provided therein, to which reference is hereby made for a statement of all of the terms and conditions under which the loan evidenced hereby is made. Except as otherwise expressly provided in the Loan Agreement or the other Loan Documents, Maker hereby waives presentment and demand for payment, notice of intent to accelerate maturity, notice of acceleration of maturity, protest or notice of protest and nonpayment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereof.

CBL Holdings I, Inc., Maker's sole general partner, its successors and assigns (the "General Partner"), shall not be personally liable for the payment of this Note except to the extent set forth in Section 12.18 of the Loan Agreement.

All amounts payable hereunder are payable in lawful money of the United States of America. Maker agrees to pay all costs of collection hereof when incurred, including reasonable attorneys' fees, whether or not any legal action shall be instituted to enforce this Note.

MAKER AGREES THAT TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ALL OBLIGATIONS HEREUNDER.

This Note shall be governed by and construed according to the laws of the State of Georgia.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed under seal as of the day and year first written above.

"MAKER"

CBL & ASSOCIATES LIMITED PARTNERSHIP

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

     By:                    

     Name:               

     Title:               

     Attest:               

     Name:               

     Title:               

               [CORPORATE SEAL]

EXHIBIT "G"

FORM OF COMPLIANCE CERTIFICATE

     Reference is made to the Unsecured Term Loan Agreement dated as of April __, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), by and among CBL & Associates Limited Partnership (the "Borrower"), CBL & Associates Properties, Inc. (the "Parent") the financial institutions party thereto and their assignees under Section 12.5 thereof (the "Lenders"), Wells Fargo Bank, National Association, as administrative agent (the "Agent"), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given to them in the Loan Agreement.

     Pursuant to Section 8.3 of the Loan Agreement, the undersigned hereby certifies on behalf of the Borrower to the Agent and the Lenders that:

     1.     (a) The undersigned has reviewed the terms of the Loan Agreement and has made a review of the transactions, financial condition and other affairs of the Borrower and its Subsidiaries as of, and during the relevant accounting period ending on, ________________, 200__ and (b) such review has not disclosed the existence during such accounting period, and the undersigned does not have knowledge of the existence, as of the date hereof, of any condition or event constituting a Default or Event of Default except as set forth on Schedule 2 hereto, which accurately describes the nature of the condition(s) or event(s) that constitute (a) Default(s) or (an) Event(s) of Default and the actions which the Borrower (is taking) (is planning to take) with respect to such condition(s) or event(s).

     2.     Schedule 1 attached hereto accurately and completely sets forth the calculations required to establish compliance with Section 9.1 of the Loan Agreement on the date of the financial statements for the accounting period set forth above.

     3.     As set forth on Schedule 1 attached hereto, the Leverage Ratio as of the period ending on _______ is ________. Accordingly, pursuant to the Loan Agreement, the Applicable LIBOR Margin for the period commencing _________ and ending ___________ is __________.

     4.     As of the date hereof, (a) no Event of Default exists other than as set forth on Schedule 2 attached hereto, and (b) the representations and warranties of the Borrower, the Parent and the other Loan Parties contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects, except to the extent such representations or warranties specifically relate to an earlier date or such representations or warranties become untrue by reason of events or conditions otherwise permitted under the Loan Agreement or the other Loan Documents.

     IN WITNESS WHEREOF, the undersigned has signed this Compliance Certificate on and as of __________________, 200___.

                              
Name:                              
Title:                               

Compliance Certificate

Schedule 1

Compliance Certificate

Schedule 2

EXHIBIT H

TRANSFER AUTHORIZER DESIGNATION

(For Disbursement of Loan Proceeds by Funds Transfer)

|X| NEW o REPLACE PREVIOUS DESIGNATION o ADD o CHANGE o DELETE LINE NUMBER _____

The following representatives of CBL & Associates Limited Partnership ("Borrower") are authorized to request the disbursement of Advances and initiate funds transfers for Loan Number 1000125 dated April __, 2008 between Wells Fargo Bank, National Association ("Agent"), the lenders party thereto and Borrower. Agent is authorized to rely on this Transfer Authorizer Designation until it has received a new Transfer Authorizer Designation signed by Borrower, even in the event that any or all of the foregoing information may have changed.

	Name	Title	Maximum Wire Amount
1.	Charles B. Lebovitz	Chairman of the Board and Chief Executive Officer	$250,000,000
2.	John N. Foy	Vice Chairman of the Board, Chief Financial Officer and Treasurer	$250,000,000
3.	Charles A. Willett, Jr.	Senior Vice President	$250,000,000
4.
5.

Beneficiary Bank and Account Holder Information

1.

Transfer Funds to (Receiving Party Account Name): CBL & Associates Limited Partnership
Receiving Party Account Number: 4441630
Receiving Bank Name, City and State: First Tennessee Bank, N.A., Memphis, TN	Receiving Bank Routing (ABA) Number 084000026
Maximum Transfer Amount: $250,000,000
Further Credit Information/Instructions: Attention: Zelma Pack at (423) 757-4249

2.

Transfer Funds to (Receiving Party Account Name):
Receiving Party Account Number:
Receiving Bank Name, City and State:	Receiving Bank Routing (ABA) Number
Maximum Transfer Amount:
Further Credit Information/Instructions:

3.

Transfer Funds to (Receiving Party Account Name):
Receiving Party Account Number:
Receiving Bank Name, City and State:	Receiving Bank Routing (ABA) Number
Maximum Transfer Amount:
Further Credit Information/Instructions:

2 Maximum Wire Amount may not exceed the Loan Amount.

Date: April ___, 2008

"BORROWER"

CBL & ASSOCIATES LIMITED PARTNERSHIP, a

Delaware limited partnership
 
By:     CBL Holding I, Inc., a Delaware corporation,
     its sole general partner

By:                              

Name:                               

Title:                              

(CORPORATE SEAL)

    ⁽¹⁾     Include only if Assignee is a foreign institution.

EX-10

^{Exhibit 10.24.3}

^{JOINDER IN}

UNSECURED TERM LOAN AGREEMENT

     THIS JOINDER IN UNSECURED TERM LOAN AGREEMENT (this "Joinder") is made and entered into as of the _7th__ day of May, 2008, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (the "Borrower"), CBL & ASSOCIATES PROPERTIES, INC., a corporation organized under the laws of the State of Delaware (the "Parent"), REGIONS BANK ("New Lender"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), as contractual representative of the Lenders (in such capacity, the "Agent").
 

W I T N E S S E T H:

     WHEREAS, Borrower, Parent, Agent and the Lenders party thereto ("Original Lenders") entered into that certain Unsecured Term Loan Agreement dated as of April 22, 2008 (the "Loan Agreement"), pursuant to which the Lenders party thereto agreed to extend to Borrower an unsecured term loan (the "Loan") in the aggregate principal amount of up to One Hundred Sixty-Five Million Dollars ($165,000,000.00) at any one time outstanding; and
 
     WHEREAS, by virtue of that certain Joinder in Unsecured Term Loan Agreement dated as of April 30, 2008, Raymond James Bank, FSB ("Raymond James"; Original Lenders, Raymond James and New Lender hereinafter referred to individually as a "Lender" and collectively as "Lenders") was added as a party to the Loan Agreement and the aggregate principal amount of the Loan was increased to One Hundred Eighty-Five Million Dollars ($185,000,000.00); and
 
     WHEREAS, pursuant to Section 2.12 of the Loan Agreement, Borrower, Parent, Agent and New Lender desire to add New Lender as a party thereto and to increase the aggregate principal amount of the Loan to up to Two Hundred Twenty-Eight Million Dollars ($228,000,000.00) at any one time outstanding.
 
     NOW THEREFORE, for and in consideration of the premises, for Ten and No/100 Dollars ($10.00) in hand paid by the parties to each other, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, Borrower, Parent, Agent and New Lender do hereby covenant and agree as follows:
 

      1.      Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.

1 

      2.      Increase in Commitments. Pursuant to and in accordance with Paragraph 2.12 of the Loan Agreement, New Lender is hereby made a party to the Loan Agreement, with a Commitment Amount of $43,000,000.00. Concurrently with its execution hereof, Borrower shall execute a Promissory Note in favor of New Lender in an amount equal to New Lender's Commitment Amount.

      3.     Conditions Precedent. Subject to the other terms and conditions hereof, this Joinder shall not become effective until the Agent shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Agent:
 
          (a)     counterparts of this Joinder duly executed and delivered by Borrower, Parent, Agent and New Lender;
 
          (b)     a Promissory Note ("New Note") executed by the Borrower, payable to New Lender, in the face amount of New Lender's Commitment Amount, as provided for in this Joinder;
 
          (c)     an Acknowledgement and Consent of Guarantor executed by the Parent (the "Guarantor Consent"), consenting to this Joinder and the transactions contemplated hereby;
 
          (d)     the opinions of Borrower's in-house counsel, addressed to Agent and New Lender and satisfactory in form and substance to Agent, covering such matters relating to the transaction contemplated by this Joinder as Agent may reasonably request; and
 
          (e)     payment to Agent, for the benefit of New Lender, of all loan fees due in connection with this Joinder and the increase in the amount of the Commitments.
 
     Upon fulfillment of the foregoing conditions precedent, this Joinder shall become effective as of the date hereof.
 

      4.      Representations and Warranties; No Default. Borrower hereby represents and warrants to the Agent and the New Lender that:
 
          (a)     all of Borrower's representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Joinder;
 
          (b)     no Default or Event of Default has occurred and is continuing as of such date under any Loan Document;
 
          (c)     Borrower and Parent have the power and authority to enter into this Joinder and to perform all of its obligations hereunder;
 
          (d)     the execution, delivery and performance of this Joinder by Borrower and Parent have been duly authorized by all necessary corporate, partnership or other action;
 
          (e)     the execution and delivery of this Joinder and performance thereof by Borrower and Parent does not and will not violate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to Borrower, Parent, CBL Holdings I, Inc., or their respective properties;

2
 

          (f)     this Joinder, the New Note, the Guarantor Consent, and all other documents executed in connection herewith, constitute legal, valid and binding obligations of the parties thereto, in accordance with the respective terms thereof, subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of the remedies of specific enforcement, subject to the discretion of the court before which any proceeding therefor may be brought; and

          (g)     Borrower warrants and represents that Schedule 6.1(f) attached to the Loan Agreement is true, accurate and complete as of the date hereof.
 

      5.      Expenses. Borrower agrees to pay, immediately upon demand by the Agent, all reasonable costs, expenses, fees and other charges and expenses actually incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Joinder, the Guarantor Consent, and the New Note.
 

      6.      Defaults Hereunder. The breach of any representation, warranty or covenant contained herein or in any document executed in connection herewith, or the failure to observe or comply with any term or agreement contained herein shall constitute a Default or Event of Default under the Loan Agreement (subject to any applicable cure period set forth in the Loan Agreement) and the Agent and the Lenders shall be entitled to exercise all rights and remedies they may have under the Loan Agreement, any other documents executed in connection therewith and applicable law.
 

      7.      References. All references in the Loan Agreement and the Loan Documents to the Loan Agreement shall hereafter be deemed to be references to the Loan Agreement as affected hereby and as the same may hereafter be amended from time to time.
 

     8.      Limitation of Agreement. Except as especially set forth herein, this Joinder shall not be deemed to waive, amend or modify any term or condition of the Loan Agreement, each of which is hereby ratified and reaffirmed and which shall remain in full force and effect, nor to serve as a consent to any matter prohibited by the terms and conditions thereof.
 
     9.     Counterparts. To facilitate execution, this Joinder may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signature thereon and thereafter attached to another counterpart identical thereto having attached to it additional signature pages.

3

      10.      Further Assurances. Borrower agrees to take such further action as the Agent or the Lenders shall reasonably request in connection herewith to evidence the transactions contemplated herein.
 

      11.      Successors and Assigns. This Joinder shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

4
 

      12.      Governing Law. This Joinder shall be governed by, and construed in accordance with, the laws of the State of Georgia, without regard to principles of conflicts of law.
 

     IN WITNESS WHEREOF, the parties hereto have caused this Joinder in Unsecured Term Loan Agreement to be executed by their authorized officers all as of the day and year first above written.
 

Borrower:

CBL & Associates Limited Partnership

By:     CBL Holdings I, Inc., its sole general partner
 
 
     By:      /s/ John N. Foy               

      Name:      John N. Foy               

Title:      Vice Chairman of the Board and Chief Financial Officer          

PARENT:

CBL & Associates Properties, Inc., solely for the limited purposes set forth in Section 12.19 of the Loan Agreement.

By:      /s/ John N. Foy                

Name:      John N. Foy               

Title:      Vice Chairman of the Board and Chief Financial Officer           

[Signatures Continued on Following Page]

5

[Signature Page to Joinder in Unsecured Term Loan Agreement]

Wells Fargo Bank, National Association, as Agent
 
 
By:/s/ Kerry Richards
Name: Kerry Richards
Title: Vice President

Commitment Amount:

$50,000,000.00
 

Lending Office (all Types of Advances) and
Address for Notices:

2859 Paces Ferry Road, Suite 1200
Atlanta, GA 30339
Attn: Loan Administration Manager
Telecopier: (770) 435-2262
Telephone: (770) 435-3800

[Signatures Continued on Following Page]

6

[Signature Page to Joinder in Unsecured Term Loan Agreement]

REGIONS BANK,
as a Lender
 
 
By:/s/ Sarah A. McKenzie
Name: Sarah A. McKenzie
Title: Vice President

Commitment Amount:
 

$43,000,000.00
 

Lending Office (all Types of Advances) and
Address for Notices:
 

201 Milan Parkway
ALBH70109A

Birmingham, Alabama 35211
Telecopier: (205) 801-5250

Telephone: (205) 420-7740

7

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,
	2008	2007	2007	2006	2005	2004	2003
Earnings:
Income before discontinued operations, equity in earnings and minority interest in earnings	$ 47,432	$ 74,057	$144,489	$179,615	$267,160	$196,074	$239,979
Fixed charges less capitalized interest and preferred dividends	156,679	135,866	287,884	257,067	210,914	177,219	154,116
Distributed income of equity investees	6,943	3,019	9,450	12,372	7,492	8,801	4,150
Equity in losses of equity investees for which charges arise from guarantees	-	(311)	-	(461)	(1,020)	-	(39)
Minority interest in earnings of subsidiaries that have not incurred fixed charges	(2,675)	(2,178)	(5,278)	(4,205)	(3,700)	(3,554)	(2,254)
Total earnings	$208,379	$210,453	$436,545	$444,388	$480,846	$378,540	$395,952
Combined fixed charges (1):
Interest expense (2)	$156,679	$135,866	$287,884	$257,067	$210,914	$177,219	$154,116
Capitalized interest	9,501	9,611	19,410	15,992	10,184	4,719	6,231
Preferred dividends(3)	20,118	18,865	34,038	30,568	30,568	18,309	19,633
Total combined fixed charges and preferred dividends	$186,298	$164,342	$341,332	$ 303,627	$251,666	$200,247	$179,980
Ratio of earnings to combined fixed charges	1.12	1.28	1.28	1.46	1.91	1.89	2.20

⁽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.

⁽³⁾     Includes preferred distributions to the Company's partner in CW Joint Venture, LLC (see Note 3 to the consolidated financial statements).                         

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 8, 2008

/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 8, 2008

/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, 2008 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 8, 2008

____________________________________

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, 2008 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 8, 2008

____________________________________

Date