10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

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 Number 1-12494

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or other jurisdiction of incorporation or organization) 62-1545718 (I.R.S. Employer Identification No.)

2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN (Address of principal executive office) 37421 (Zip Code)

Registrant’s telephone number, including area code:  423.855.0001

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Name of each exchange on which registered
Common Stock, $0.01 par value	New York Stock Exchange
7.75% Series C Cumulative Redeemable Preferred Stock, $0.01 par value	New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes T  No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No T

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 T   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act.  (Check one):

Large accelerated filer T	Accelerated filer o
Non-accelerated filer o (Do not check if a 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 Act).

Yes o    No T

The aggregate market value of the 131,481,016 shares of common stock held by non-affiliates of the registrant as of June 30, 2009 was $708,682,676, based on the closing price of $5.39 per share on the New York Stock Exchange on June 30, 2009. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)

As of February 15, 2010, 137,893,850 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the 2010 Annual Meeting of Stockholders are incorporated by reference in Part III.

EXPLANATORY NOTE

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, initially filed on February 22, 2010 (“Form 10-K”), is revised by this Amendment No. 1 on Form 10-K/A to our Form 10-K (“Amendment No. 1”) to include the separate audited financial statements of JG Gulf Coast Town Center, LLC and Triangle Town Member, LLC, in accordance with Rule 3-09 of Regulation S-X (“Rule 3-09”), as new Exhibits 99.1 and 99.2, respectively, in Part IV, Item 15, Exhibits, Financial Statement Schedules (“Item 15”).  In accordance with Rule 3-09(b)(1), the separate audited financial statements of JG Gulf Coast Town Center, LLC and Triangle Town Member, LLC, which were not available prior to the filing of our Form 10-K, are being filed as an amendment to our Form 10-K within 90 days after the end of our fiscal year.

In addition, this Amendment No. 1 revises Item 15 to include a replacement for Exhibit 10.7.4, to correct a typographical error in the original, as well as new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of the Chief Executive Officer and Chief Financial Officer, and new Exhibits 23.2 and 23.3, consents of Deloitte & Touche LLP.

Except as described above, no other amendments are being made to the Form 10-K. This Amendment No. 1 does not update or modify the disclosure contained in our Form 10-K in any way other than as required to reflect the items discussed above and does not reflect events occurring after the February 22, 2010 filing of our Form 10-K.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1)	Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm
	Consolidated Balance Sheets as of December 31, 2009 and 2008
	Consolidated Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007
	Consolidated Statements of Equity for the Years Ended December 31, 2009, 2008 and 2007
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007
	Notes to Consolidated Financial Statements
The Consolidated Financial Statements above are incorporated by reference from the Annual Report on Form 10-K of CBL & Associates Properties, Inc. filed on February 22, 2010.
(2)	Consolidated Financial Statement Schedules
	Schedule II Valuation and Qualifying Accounts
	Schedule III Real Estate and Accumulated Depreciation
	Schedule IV Mortgage Loans on Real Estate
	Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.
The Consolidated Financial Statement Schedules above are incorporated by reference from the Annual Report on Form 10-K of CBL & Associates Properties, Inc. filed on February 22, 2010.
(3)	Exhibits
	The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
By:	/s/ John N. Foy
	John N. Foy
	Vice Chairman of the Board, Chief Financial Officer, Treasurer and Secretary

Dated: March 31, 2010

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated October 8, 2009 (cc)
3.2	Amended and Restated Certificate of Incorporation of the Company, as amended through October 8, 2009 (cc)
3.3	Amended and Restated Bylaws of the Company, as amended effective November 6, 2007 (s)
4.1	See Amended and Restated Certificate of Incorporation of the Company, as amended, and Amended and Restated Bylaws of the Company relating to the Common Stock, Exhibits 3.1, 3.2 and 3.3 above
4.2	Certificate of Designations, dated June 25, 1998, relating to the 9.0% Series A Cumulative Redeemable Preferred Stock (e)
4.3	Certificate of Designation, dated April 30, 1999, relating to the Series 1999 Junior Participating Preferred Stock (e)
4.4	Terms of Series J Special Common Units of the Operating Partnership, pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (e)
4.5	Certificate of Designations, dated June 11, 2002, relating to the 8.75% Series B Cumulative Redeemable Preferred Stock (f)
4.6	Acknowledgement Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement (h)
4.7	Certificate of Designations, dated August 13, 2003, relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (g)
4.8	Certificate of Correction of the Certificate of Designations relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (j)
4.9	Certificate of Designations, dated December 10, 2004, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (j)
4.10	Terms of the Series S Special Common Units of the Operating Partnership, pursuant to the Third Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (k)
4.11	Terms of the Series L Special Common Units of the Operating Partnership, pursuant to the Fourth Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (n)
4.12	Terms of the Series K Special Common Units of the Operating Partnership, pursuant to the First Amendment to the Third Amended and Restated Partnership Agreement of the Operating Partnership (o)

4

Exhibit Number	Description
10.1.1	Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated June 15, 2005 (m)
10.1.2	First Amendment to Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of November 16, 2005 (o)
10.2	Property Management Agreement between the Operating Partnership and the Management Company (a)
10.3	Property Management Agreement relating to Retained Properties (a)
10.4	Subscription Agreement relating to purchase of the Common Stock and Preferred Stock of the Management Company (a)
10.5.1	CBL & Associates Properties, Inc. Amended and Restated Stock Incentive Plan† (i)
10.5.2	Form of Non-Qualified Stock Option Agreement for all participants† (h)
10.5.3	Form of Stock Restriction Agreement for restricted stock awards† (h)
10.5.4	Form of Stock Restriction agreement for restricted stock awards with annual installment vesting† (i)
10.5.5	Amendment No. 1 to CBL & Associates Properties, Inc. Amended and Restated Stock Incentive Plan† (k)
10.5.6	Amendment No. 2 to CBL & Associates Properties, Inc. Amended and Restated Stock Incentive Plan† (k)
10.5.7	Form of Stock Restriction Agreement for restricted stock awards in 2004 and 2005† (l)
10.5.8	Form of Stock Restriction Agreement for restricted stock awards in 2006 and subsequent years† (r)
10.6	Form of Indemnification Agreements between the Company and the Management Company and their officers and directors (a)
10.7.1	Employment Agreement for Charles B. Lebovitz† (a)
10.7.2	Employment Agreement for John N. Foy† (a)
10.7.3	Employment Agreement for Stephen D. Lebovitz† (a)
10.7.4	Summary Description of CBL & Associates Properties, Inc. Director Compensation Arrangements†
10.7.5	Summary Description of November 5, 2007 Compensation Committee Action Approving 2008 Executive Base Salary Levels† (s)
10.7.6	Letter Agreement, dated March 3, 2008, between the Company and Eric P. Snyder† (v)

5

Exhibit Number	Description
10.7.7	Summary Description of November 3, 2008 Compensation Committee Action Revising 2008 Executive Bonus Opportunities† (x)
10.7.8	Separation and General Release Agreement, dated January 5, 2009, between the Company and Ronald L. Fullam† (y)
10.7.9	Separation and General Release Agreement, dated January 5, 2009, between the Company and Robert S. Tingle† (y)
10.7.10	Summary Description of November 2, 2009 Compensation Committee Action On 2010 Executive Base Salaries and 2009 Executive Bonus Opportunities† (dd)
10.7.11	Summary Description of the Company’s 2010 NOI Growth Incentive Plan, as approved by the Board of Directors on December 11, 2009† (dd)
10.8.1	Option Agreement relating to certain Retained Properties (a)
10.8.2	Option Agreement relating to Outparcels (a)
10.9.1	Property Partnership Agreement relating to Hamilton Place (a)
10.9.2	Property Partnership Agreement relating to CoolSprings Galleria (a)
10.10.1	Acquisition Option Agreement relating to Hamilton Place (a)
10.10.2	Acquisition Option Agreement relating to the Hamilton Place Centers (a)
10.11	Second Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated as of November 2, 2009 (bb)
10.12.1	Master Contribution Agreement, dated as of September 25, 2000, by and among the Company, the Operating Partnership and the Jacobs entities (c)
10.12.2	Amendment to Master Contribution Agreement, dated as of September 25, 2000, by and among the Company, the Operating Partnership and the Jacobs entities (p)
10.13.1	Share Ownership Agreement by and among the Company and its related parties and the Jacobs entities, dated as of January 31, 2001 (d)
10.13.2	Voting and Standstill Agreement dated as of September 25, 2000 (p)
10.13.3	Amendment, effective as of January 1, 2006, to Voting and Standstill Agreement dated as of September 25, 2000 (q)
10.14.1	Registration Rights Agreement by and between the Company and the Holders of SCU’s listed on Schedule A thereto, dated as of January 31, 2001 (d)

6

Exhibit Number	Description
10.14.2	Registration Rights Agreement by and between the Company and Frankel Midland Limited Partnership, dated as of January 31, 2001 (d)
10.14.3	Registration Rights Agreement by and between the Company and Hess Abroms Properties of Huntsville, dated as of January 31, 2001 (d)
10.14.4	Registration Rights Agreement by and between the Company and the Holders of Series S Special Common Units of the Operating Partnership listed on Schedule A thereto, dated July 28, 2004 (k)
10.14.5	Form of Registration Rights Agreements between the Company and Certain Holders of Series K Special Common Units of the Operating Partnership, dated as of November 16, 2005 (o)
10.15.1	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 (w)
10.15.2	Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated May 15, 2009 (z)
10.16	Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC by and between JG Gulf Coast Member LLC, an Ohio limited liability company and CBL/Gulf Coast, LLC, a Florida limited liability company, dated April 27, 2005 (n)
10.17.1	Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005 (o)
10.17.2	First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005 (o)
10.17.3	Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005 (o)
10.17.4	First Amendment to Contribution Agreement and Joint  Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005 (o)
10.17.5	Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005 (o)
10.17.6	Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005 (o)
10.17.7	Letter Agreement, dated as of October 17, 2005, between the Company and the other parties to the acquisition agreements listed above for Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical Building (o)
10.18.1	Master Transaction Agreement by and among REJ Realty LLC, JG Realty Investors Corp., JG Manager LLC, JG North Raleigh L.L.C., JG Triangle Peripheral South LLC, and the Operating Partnership, effective October 24, 2005 (q)

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Exhibit Number	Description
10.18.2	Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC by and among CBL Triangle Town Member, LLC and REJ Realty LLC, JG Realty Investors Corp. and JG Manager LLC, effective as of November 16, 2005 (q)
10.19.1	Contribution Agreement among Westfield America Limited Partnership, as Transferor, and CW Joint Venture, LLC, as Transferee, and CBL & Associates Limited Partnership, dated August 9, 2007 (t)
10.19.2	Contribution Agreement among CBL & Associates Limited Partnership, as Transferor, St. Clair Square, GP, Inc. and CW Joint Venture, LLC, as Transferee, and Westfield America Limited Partnership, dated August 9, 2007 (t)
10.19.3	Purchase and Sale Agreement between Westfield America Limited Partnership, as Transferor, and CBL & Associates Limited Partnership, as Transferee, dated August 9, 2007 (t)
10.20	Unsecured Credit Agreement, dated November 30, 2007, by and among CBL & Associates Limited Partnership, as Borrower, and CBL & Associates Properties, Inc., as Parent, Wells Fargo Bank, National Association, as administrative agent, U.S. Bank National Association, Bank of America, N.A., and Aareal Bank AG (u)
10.21.1	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 (w)
10.21.2	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 (w)
10.21.3	Joinder in Unsecured Term Loan Agreement, dated May 7, 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 Regions Bank (w)
10.22	Loan Agreement by and among Meridian Mall Limited Partnership, as Borrower, CBL & Associates Limited Partnership, as Guarantor, and CBL & Associates Properties, Inc., as Parent, and Wells Fargo Bank, National Association, as administrative agent, et al. (x)
10.23	Seventh Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated Septemer 28, 2009 (aa)
12	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends (dd)
14.1	Second Amended And Restated Code Of Business Conduct And Ethics Of CBL & Associates Properties, Inc., CBL & Associates Management, Inc. And Their Affiliates (s)
21	Subsidiaries of the Company (dd)
23	Consent of Deloitte & Touche LLP (dd)
23.2	Consent of Independent Auditors - Deloitte & Touche LLP
23.3	Consent of Independent Auditors - Deloitte & Touche LLP

8

Exhibit Number	Description
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
99.1	Financial Statements of JG Gulf Coast Town Center, LLC
99.2	Financial Statements of Triangle Town Member, LLC

(a) Incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on January 27, 1994.*

(b) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.*

(c) Incorporated by reference from the Company’s Current Report on Form 8-K/A, filed on October 27, 2000.*

(d) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 6, 2001.*

(e) Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.*

(f) Incorporated by reference from the Company’s Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.*

(g) Incorporated by reference from the Company’s Registration Statement on Form 8-A, filed on August 21, 2003.*

(h) Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*

(i) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.*

(j) Incorporated by reference from the Company’s Registration Statement on Form 8-A, filed on December 10, 2004.*

(k) Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.*

(l) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 13, 2005.*

(m) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on June 21, 2005.*

(n) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.*

(o) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 22, 2005.*

(p) Incorporated by reference from the Company’s Proxy Statement dated December 19, 2000 for the Special Meeting of Shareholders held January 19, 2001.*

(q) Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.*

(r) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on May 24, 2006.*

(s) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 9, 2007.*

(t) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*

(u) Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.*

(v) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.*

(w) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.*

(x) Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.*

(y) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.*

(z) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.*

(aa) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on September 30, 2009.*

(bb) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 5, 2009.*

(cc) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.*

(dd) Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.*

† A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.

* Commission File No. 1-12494

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EX-10.7

Exhibit 10.7.4

SUMMARY DESCRIPTION OF CBL & ASSOCIATES PROPERTIES, INC.

DIRECTOR COMPENSATION ARRANGEMENTS

In November 2007, upon the recommendation of the Company’s Compensation Committee, the Board of Directors voted to make the following adjustments to the schedule of fees that had been in effect since January 1, 2005 governing the cash portion of the Company’s compensation arrangements for each Director not employed by the Company (a “Non-Employee Director”):

Description	Amount of Fee Prior to January 1, 2008	New Fees Effective January 1, 2008
Annual Fee for each Non-Employee Director	$27,500	$30,000
Meeting Fee for each Board, Compensation Committee, Nominating/Corporate Governance Committee or Audit Committee Meeting Attended*	$1,500	$1,750
Monthly Fee for each Non-Employee Director Who Serves as a Member of the Executive Committee (in lieu of Executive Committee Meeting Fees)	$750	$875
Monthly Fee for the Audit Committee Chairman*	$2,000	$2,250
Fee for each Telephonic Board or Committee Meeting	$750	$875

*The Non-Employee Director who serves as Chairman of the Audit Committee receives a monthly fee in lieu of meeting fees for his participation on the Audit Committees.

Each Non-Employee director also receives reimbursement of expenses incurred in attending meetings.

Each fiscal year of the Company, Non-Employee Directors also receive either an annual grant of options to purchase 1,000 shares of Common Stock having an exercise price equal to 100% of the fair market value of the shares of Common Stock on December 31 of such fiscal year or up to 1,000 shares of restricted Common Stock of the Company (each as adjusted to reflect a two-for-one stock split of our Common Stock, which was effected in the form of a stock dividend as of June 15, 2005).  The restrictions on shares of Common Stock received by the Non-Employee Directors are set forth in the Stock Incentive Plan and provide that such shares may not be transferred during the Non-Employee Director’s term and for one year thereafter. Each holder of a Non-Employee Director option granted pursuant to the above-stated arrangement has the same rights as other holders of options in the event of a change in control.  Options granted to the Non-Employee Directors (i) shall have a term of 10 years from date of grant, (ii) are 100% vested upon grant, (iii) are non-forfeitable prior to the expiration of the term except upon the Non-Employee Director’s conviction for any criminal activity involving the Company or, if non-exercised, within one year following the date the Non-Employee Director ceases to be a director of the Company, and (iv) are non-transferable.

In addition, any person who becomes a Non-Employee Director will receive an initial grant of 1,000 shares of restricted Common Stock upon joining the Board of Directors (as adjusted to reflect a two-for-one stock split of our Common Stock, which was effected in the form of a stock dividend as of June 15, 2005).

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 33-73376, 333-04295, 333-41768, and 333-88914 on Form S-8 and Registration Statement Nos. 333-90395, 333-62830, 333-108947 and 333-161182 on Form S-3 of CBL & Associates Properties, Inc. of our report dated March 31, 2010 related to the financial statements of JG Gulf Coast Town Center, LLC (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement of the statements of cash flows for the years ended December 31, 2008 and 2007 as discussed in Note 1) appearing in this Amendment No. 1 to the Annual Report on Form 10-K/A of CBL & Associates Properties, Inc. for the year ended December 31, 2009.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 31, 2010

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 33-73376, 333-04295, 333-41768, and 333-88914 on Form S-8 and Registration Statement Nos. 333-90395, 333-62830, 333-108947 and 333-161182 on Form S-3 of CBL & Associates Properties, Inc. of our report dated March 31, 2010 related to the financial statements of Triangle Town Member, LLC appearing in this Amendment No. 1 to the Annual Report on Form 10-K/A of CBL & Associates Properties, Inc. for the year ended December 31, 2009.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 31, 2010

EX-31.1

 Exhibit 31.1

CERTIFICATION

I, Stephen D. Lebovitz, certify that:

(1) I have reviewed this annual report on Form 10-K/A 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:  March 31, 2010

/s/ Stephen D. Lebovitz

Stephen D. Lebovitz, Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John N. Foy, certify that:

(1) I have reviewed this annual report on Form 10-K/A 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:  March 31, 2010

/s/ John N. Foy

John N. Foy, Chief Financial Officer

EX-32.1

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 Annual Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-K/A for the year ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen D. 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/ Stephen D. Lebovitz

Stephen D. Lebovitz

President and Chief Executive Officer

March 31, 2010

Date

EX-32.2

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 Annual Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-K/A for the year ending December 31, 2009 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, Treasurer

and Secretary

March 31, 2010

Date

EX-99.1

Exhibit 99.1

JG GULF COAST TOWN CENTER, LLC

TABLE OF CONTENTS

		Page
INDEPENDENT AUDITORS’ REPORT		1
FINANCIAL STATEMENTS:
	Balance Sheets as of December 31, 2009 and 2008	2
	Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007	3
	Statements of Members’ Deficit for the Years Ended December 31, 2009, 2008 and 2007	4
	Statements of Cash Flows for the Years Ended December 31, 2009, 2008 (Restated) and 2007 (Restated)	5
	Notes to Financial Statements as of December 31, 2009 and 2008, and for the Years Ended December 31, 2009, 2008 and 2007	6–11

INDEPENDENT AUDITORS’ REPORT

To the Members of

JG Gulf Coast Town Center, LLC:

We have audited the accompanying balance sheets of JG Gulf Coast Town Center, LLC (the “Company”) as of December 31, 2009 and 2008, and the related statements of operations, members’ deficit, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the accompanying statements of cash flows for the years ended December 31, 2008 and 2007 have been restated.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 31, 2010

1 

JG GULF COAST TOWN CENTER, LLC
BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008
	2009	2008
ASSETS
REAL ESTATE ASSETS:
Land	$            16,697,279	$              16,697,279
Buildings, improvements, and equipment	181,420,595	180,480,535
Less accumulated depreciation	(21,414,570)	(14,118,135)
Real estate assets — net	176,703,304	183,059,679
CASH	819,615	903,339
TENANT RECEIVABLES — Net of allowance for doubtful
accounts of $55,997 in 2009 and $22,481 in 2008	1,622,429	1,454,374
MORTGAGE ESCROWS	7,098,556	-
DEFERRED LEASING COSTS — Net	2,175,225	2,398,419
DEFERRED FINANCING COSTS — Net	1,505,442	1,825,225
OTHER ASSETS	624,912	617,027
TOTAL	$190,549,483	$190,258,063
LIABILITIES AND MEMBERS’ DEFICIT
MORTGAGE AND OTHER NOTES PAYABLE	$          202,360,980	$            201,779,070
ACCRUED INTEREST PAYABLE	907,838	916,079
ACCOUNTS PAYABLE AND OTHER
ACCRUED LIABILITIES	1,324,024	1,147,790
MEMBERS’ DEFICIT	(14,043,359)	(13,584,876)
TOTAL	$          190,549,483	$            190,258,063

See notes to financial statements.

  2

JG GULF COAST TOWN CENTER, LLC
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
	2009	2008	2007
REVENUES:
Minimum rents	$       12,793,328	$       12,499,664	$         8,542,514
Percentage rents	899,349	908,164	1,269,287
Other rental income	176,939	183,282	117,107
Tenant reimbursements	7,351,342	6,594,314	5,103,024
Other income	3,828	5,365	1,000,056
Total revenues	21,224,786	20,190,789	16,031,988
EXPENSES:
Property operating	5,098,203	5,333,072	4,210,822
Depreciation and amortization	7,724,862	7,758,035	5,545,747
Real estate taxes	1,773,651	1,919,983	989,291
Management fees	443,715	412,419	349,973
Maintenance and repairs	1,144,387	1,263,924	992,155
Total expenses	16,184,818	16,687,433	12,087,988
INCOME FROM OPERATIONS	5,039,968	3,503,356	3,944,000
LOSS ON SALE OF REAL ESTATE ASSETS	-	(1,962)	-
INTEREST INCOME	5,851	70,058	324,864
INTEREST EXPENSE	(11,242,433)	(11,072,258)	(8,393,020)
NET LOSS	$       (6,196,614)	$       (7,500,806)	$      (4,124,156)

See notes to financial statements.

3 

JG GULF COAST TOWN CENTER, LLC
STATEMENTS OF MEMBERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
BALANCE — December 31, 2006	$   20,002,747
Contributions by members	177,395,224
Distributions to members	(204,051,232)
Net loss	(4,124,156)
BALANCE — December 31, 2007	(10,777,417)
Contributions by members	11,953,769
Distributions to members	(7,260,422)
Net loss	(7,500,806)
BALANCE — December 31, 2008	(13,584,876)
Contributions by members	6,352,306
Distributions to members	(614,175)
Net loss	(6,196,614)
BALANCE — December 31, 2009	$(14,043,359)

See notes to financial statements.

4 

JG GULF COAST TOWN CENTER, LLC
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
	2009	2008	2007
		(As Restated)	(As Restated)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss	$         (6,196,614)	$         (7,500,806)	$         (4,124,156)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization	8,055,043	8,091,560	5,535,919
Changes in operating assets and liabilities:
Tenant receivables	(168,055)	(317,220)	(618,854)
Other assets	(16,255)	(82,114)	(385,204)
Accrued interest payable, accounts payable,
and other accrued liabilities	516,247	(181,006)	1,083,567
Net cash provided by operating activities	2,190,366	10,414	1,491,272
CASH FLOWS FROM INVESTING
ACTIVITIES:
Additions to mortgage escrow	(7,098,556)	-	-
Additions to real estate assets	(1,437,714)	(18,927,676)	(32,823,866)
Additions to other assets	(2,028)	(49,393)	(45,259)
Additions to deferred leasing costs	(55,833)	(650,366)	(1,846,290)
Net cash used in investing activities	(8,594,131)	(19,627,435)	(34,715,415)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Repayment of construction loan borrowings	-	-	(124,058,265)
Proceeds from mortgage and other
notes payable	581,910	10,979,070	190,800,000
Additions to deferred financing costs	-	(248,133)	(1,845,114)
Contributions by members	6,352,306	11,953,769	177,395,224
Distributions to members	(614,175)	(7,260,422)	(204,051,232)
Net cash provided by financing activities	6,320,041	15,424,284	38,240,613
NET CHANGE IN CASH	(83,724)	(4,192,737)	5,016,470
CASH — Beginning of year	903,339	5,096,076	79,605
CASH — End of year	$               819,615	$               903,339	$            5,096,075
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION —
Cash paid for interest — net of capitalized
interest of $0, $81,326 and $1,649,834 in
2009, 2008 and 2007, respectively	$          10,930,891	$          10,763,096	$            8,190,357
Additions to real estate assets accrued but not yet paid	$                          -	$               348,254	$            1,709,951

See notes to financial statements.

5 

JG GULF COAST TOWN CENTER, LLC

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE

YEARS ENDED DECEMBER 31, 2009, 2008, AND 2007

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization — JG Gulf Coast Town Center, LLC (the “Company”) was formed in July 2003 for the purpose of developing, owning, and operating Gulf Coast Town Center, a regional open-air shopping center in Ft. Myers, FL. On April 27, 2005, JG Gulf Coast Member LLC and CBL/Gulf Coast, LLC a 100% owned subsidiary of CBL & Associates Limited Partnership (“CBL”) formed a 50/50 joint venture when CBL/Gulf Coast, LLC was admitted to the Company as a 50% member. CBL/Gulf Coast, LLC contributed $40,334,978 in exchange for its 50% member interest. The Company then distributed that amount to JG Gulf Coast Member LLC as reimbursement of the aggregate acquisition and development costs incurred with respect to the project, which were previously paid by JG Gulf Coast Member LLC.

Under the terms of the joint venture agreement (the “Agreement”), CBL/Gulf Coast, LLC must provide any additional equity necessary to fund the development of the property, as well as fund up to an aggregate of $30,000,000 of operating deficits of the Company. Cash flows of the Company are distributed to the members in accordance with the priority of each member’s capital account and, upon equalization between the members, cash flow will be shared equally.

As of December 31, 2009 and 2008, members’ deficit of the Company was as follows:

	2009	2008
CBL/Gulf Coast, LLC	$      (1,601,531)	$      (4,241,355)
JG Gulf Coast Member, LLC	(12,441,828)	(9,343,521)
Total	$    (14,043,359)	$    (13,584,876)

The members’ equity accounts included in the accompanying balance sheets were determined based upon the initial contributions of each respective member being recorded at the carrying value of the contributed assets upon the formation of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, the distribution of cash flows to the members is determined based upon the priority of each member’s capital account as set forth in the Agreement. There have been certain distributions to CBL/Gulf Coast, LLC, which for GAAP purposes were recorded at carryover basis and at fair value for purposes of determining the capital accounts in accordance with the Agreement. Accordingly, the capital accounts as determined in accordance with the Agreement differ from the capital accounts recorded in accompanying balance sheets.  As of December 31, 2009 and 2008, members’ capital accounts as determined in accordance with the Agreement were as summarized in the table below. Capitalized terms not defined herein have the meaning set forth in the Agreement.

	2009	2008
CBL member’s accrued and unpaid interest return on mandatory contributions	$   346,089	$   223,721
CBL member’s unreturned mandatory contributions	7,868,754	1,784,534

6

The members can earn an 11% preferred return on any unreturned mandatory contributions.

In connection with obtaining the mortgage note payable discussed in Note 2, CBL guaranteed that the Company would complete construction and tenant improvement work related to certain leases. The total exposure under this guarantee was $503,358 as of December 31, 2009 and 2008, respectively. CBL’s obligation is reduced as construction and tenant improvement work is completed. In connection with obtaining the construction loan (as discussed in Note 2), CBL has guaranteed 100% of the outstanding balance of the loan. The guarantee will expire upon the repayment of the debt. If CBL is required to perform under any of these guarantees, then CBL has the right to obtain indemnity of its costs from the Company as well as to assume the rights of the lender, as applicable.

Basis of Presentation — The accompanying financial statements are prepared on the accrual basis of accounting in accordance with GAAP.

Restatement — Subsequent to the issuance of the 2008 financial statements, the Company's management determined that $1,361,697 and $6,438,048 of cash paid during the years ended December 31, 2008 and 2007, respectively, for additions to real estate assets were presented as operating activities and that such additions should have been presented as investing activities. Additionally, the Company previously excluded the noncash disclosures related to additions to real estate assets accrued but not yet paid as of December 31, 2008 and 2007. As a result, the statements of cash flows for the years ended December 31, 2008 and 2007 have been restated from amounts previously reported as follows:

	2008		2007
	As Previously Reported	As Restated	As Previously Reported	As Restated
Cash Flows From Operating Activities:
Accrued interest payable, accounts payable and other accrued liabilities	$            1,542,703)	$              (181,006)	$           (5,354,481)	$             1,083,567
Net cash provided by (used in) operating activities	(1,351,283)	10,414	(4,946,776)	1,491,272
Cash Flows From Investing Activities:
Additions to real estate assets	(17,565,979)	(18,927,676)	(26,385,818)	(32,823,866)
Net cash used in investing activities	(18,265,738)	(19,627,435)	(28,277,367)	(34,715,415)
Supplemental Noncash Information:
Additions to real estate assets accrued but not yet paid	-	348,254	-	1,709,951

In addition, contributions by and distributions to members for 2008 and 2007 previously presented on a net basis in the statements of members' deficit and the statements of cash flows have been corrected and are presented on a gross basis to conform to the current year presentation and ASC 230, Statement of Cash Flows.

Revenue Recognition — Fixed minimum rents from operating leases are 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.

The Company receives 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 earned.

7

Real Estate Assets — Ordinary repairs and maintenance are expensed as incurred. Major replacements and betterments are capitalized. Depreciation is provided using the straight-line method over the estimated useful life of buildings and improvements (20 to 40 years) and equipment (5 to 10 years). Tenant improvements are capitalized and depreciated on a straight-line basis over the life of the related lease. Depreciation expense was $7,445,835, $7,511,781 and $5,417,706 for the years ended December 31, 2009, 2008 and 2007, respectively.

Carrying Value of Long-Lived Assets — The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when its estimated future undiscounted cash flows are less than its carrying value. If it is determined that an impairment has occurred, the excess of the asset’s carrying value over its estimated fair value will be charged to operations. There were no impairment charges in 2009, 2008 or 2007.

Deferred Leasing Costs — Deferred leasing costs include direct costs incurred to originate a lease and are amortized using the straight-line method over the terms of the related leases. Amortization expense was $279,027, $246,254 and $128,042 for the years ended December 31, 2009, 2008 and 2007, respectively. Accumulated amortization was $592,403 and $360,607 as of December 31, 2009 and 2008, respectively.

Deferred Financing Costs — Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized using the straight-line method to interest expense over the term of the mortgage note payable. Amortization expense was $319,783, $283,642 and $153,188 for the years ended December 31, 2009, 2008 and 2007, respectively. Accumulated amortization was $695,628 and $375,845 as of December 31, 2009 and 2008, respectively.

Income Taxes — No provision has been made for federal and state income taxes since these taxes are the responsibility of the members.

Other Income — Other income includes gifts and commissions and other miscellaneous customer and tenant receipts.  In 2007, the Company received $1,000,000 from adjacent property owners under an easement agreement.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements — 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 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.

As of December 31, 2009, no assets or liabilities were measured at fair value on a recurring or nonrecurring basis. The carrying values of cash and cash equivalents, tenant receivables, accounts payable, and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

2.   MORTGAGE AND OTHER NOTES PAYABLE

On June 21, 2007, the Company obtained a non-recourse, commercial mortgage-backed securities loan from KeyBank National Association (“Keybank”), acting in the capacity of the servicer of the loan (the “Servicer”) in the amount of $190,800,000, the proceeds of which were used to repay the existing construction loans with availability of $52,000,000 and $119,680,000. This loan matures July 2017 and bears interest at 5.601%. The monthly payments of $890,559 are interest only with a balloon payment of $190,800,000, plus unpaid interest due on the maturity date. The mortgage note payable is collateralized by the shopping center properties and assignment of all leases.

The note payable contains, among other covenants, restrictions on incurrence of indebtedness and transfers and sales of assets. The note payable also requires that a minimum debt service coverage ratio be maintained for the purpose of establishing a cash management account with the Servicer.  As of December 31, 2009 and 2008, the Company did not meet the minimum required debt service coverage ratio. Therefore, as required under the terms of the note payable, the Company funded $2,508,053 for certain escrow reserves during 2009. Additionally, the Company began operating under a cash management agreement with the Servicer, until such time that the Company meets the required minimum debt service coverage ratio. The Servicer maintains control over the Company’s cash account and on a monthly basis releases cash to the Company after the monthly debt service and escrow funding are collected.  The Company’s net operating cash flows were sufficient to meet its debt service requirements for the years ended December 31, 2009, 2008 and 2007.

In connection with the origination of the note payable, the Company was required to obtain an additional collateral letter of credit for the benefit of the Servicer. The letter of credit was required to provide the Servicer with additional collateral if the rental income to be received by the Company under a certain tenant lease was less than an amount specified in the note payable. The amount of the letter of credit is reduced as the tenant’s sales exceed certain thresholds. The amount specified in the note payable was $4,590,503 as of December 31, 2009 and 2008. During 2009, the letter of credit expired and the Company deposited cash in escrow with the Servicer in the amount of $4,590,503 as a replacement of the letter of credit.

In May 2008, the Company obtained a recourse construction loan with total availability of $11,775,000 for Gulf Coast Town Center Phase III (“Phase III”) with KeyBank at a rate of 150 basis points over the one month London InterBank Offered Rate. The loan matures in April 2010 and has two one-year extensions available, at the Company’s election. The outstanding balance was $11,560,980 and $10,979,070 as of December 31, 2009 and 2008, respectively. The construction loan is collateralized by Phase III and assignment of all leases.

9

The fair value of mortgage and other notes payable was $171,705,922 and $168,167,990 at December 31, 2009 and 2008, respectively. The fair value was calculated by discounting future cash flows for the notes payable using an estimated market rate of 8.5% and 8.5% at December 31, 2009 and 2008, respectively.

3.   RENTAL INCOME UNDER OPERATING LEASES

The Company receives rental income by leasing space under operating leases. Future minimum rents scheduled to be received under noncancelable tenant leases at December 31, 2009, are as follows:

Years Ending
December 31
2010	$     12,519,776
2011	13,139,654
2012	12,770,525
2013	12,426,506
2014	12,435,234
Thereafter	51,267,922
Total	$   114,559,617

4.   RELATED-PARTY TRANSACTIONS

The Company is party to a management agreement with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by affiliates of CBL/Gulf Coast, LLC, to manage the properties. The agreement provides for the Company to pay CBL Management a management fee based on revenues collected. Total management fee expenses for the years ended December 31, 2009, 2008 and 2007, were $425,932, $392,480 and $335,629, respectively.

The management agreement provides for the Company to pay monthly leasing fees to CBL Management based on rent collected from temporary tenants and sponsorship branding fees, as well as replacement tenant leasing commissions. The total leasing and sponsorship branding fees for the years ended December 31, 2009, 2008 and 2007, were $17,783, $19,939 and $14,344, respectively.

The management agreement provides for the Company to pay CBL Management a fee for sales or ground leases of outparcels or pads. The total outparcel/pad fees for the years ended December 31, 2009, 2008 and 2007, were $0, $90,142 and $622,601, respectively.

Amounts payable to CBL Management as of December 31, 2009 and 2008, were $65,441 and $39,817, respectively.

The entity that provides security, maintenance, cleaning, and background music services for the Company is a subsidiary of CBL. The Company recognized expenses of $710,310, $1,015,470 and $886,331 for services provided by the subsidiary for the years ended December 31, 2009, 2008 and 2007, respectively. The Company owed janitorial fees to the subsidiary of $14,223 and $0 as of December 31, 2009 and 2008, respectively.

A wholly owned subsidiary of CBL Management leases equipment, including computers, to the Company. The Company recognized $31,291, $21,324 and $15,501 of expenses for services provided by the subsidiary for the years ended December 31, 2009, 2008 and 2007, respectively. The Company had no amounts due to the subsidiary as of December 31, 2009 and 2008.

10

Certain officers of CBL have a significant noncontrolling interest in, and CBL’s Chairman of the Board is a director of, a construction company that provides construction and development services to the Company. Charges for services provided by the construction company for the years ended December 31, 2009, 2008 and 2007, were $38,782, $11,318,327 and $15,651,765, respectively. At December 31, 2009 and 2008, accounts payable and other accrued liabilities included $0 and $23,255, respectively, for amounts owed to the construction company.

5.   SUBSEQUENT EVENTS

In March 2010, the Company completed the origination of a letter of credit from Wells Fargo Bank, N.A. for the benefit of the Servicer in the amount of $4,590,503. Upon the origination of this letter of credit, the Servicer released the escrow deposit as discussed in Note 2 to the Company in the amount of $4,590,503.

In January 2010, the Company elected to exercise the first one-year extension option available on its construction loan for Phase III.  The extended loan matures in April 2011.

The Company evaluated subsequent events through March 31, 2010, which represents the date the financial statements were issued. The Company is not aware of any significant events that occurred subsequent to the balance sheet date, but prior to the issuance of this report other than the event described above that would require adjustment, or disclosure in, the financial statements.

EX-99.2

Exhibit 99.2

TRIANGLE TOWN MEMBER, LLC

TABLE OF CONTENTS

		Page
INDEPENDENT AUDITORS’ REPORT		1
FINANCIAL STATEMENTS:
	Balance Sheets as of December 31, 2009 and 2008	2
	Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007	3
	Statements of Members’ Deficit for the Years Ended December 31, 2009, 2008 and 2007	4
	Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007	5
	Notes to Financial Statements as of December 31, 2009 and 2008 and for the Years Ended December 31, 2009, 2008 and 2007	6–10

INDEPENDENT AUDITORS’ REPORT

To the Members of

Triangle Town Member, LLC:

We have audited the accompanying balance sheets of Triangle Town Member, LLC (the “Company”) as of December 31, 2009 and 2008, and the related statements of operations, members’ deficit, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the three years then ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 31, 2010

  1

TRIANGLE TOWN MEMBER, LLC
BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008
	2009	2008
ASSETS
REAL ESTATE ASSETS:
Land	$   17,278,287	$   17,278,287
Buildings, improvements, and equipment	156,288,150	156,897,935
Less accumulated depreciation	(37,275,432)	(28,561,831)
Real estate assets — net	136,291,005	145,614,391
CASH	2,209,025	2,512,731
TENANT RECEIVABLES — Net of allowance for doubtful
accounts of $56,491 in 2009 and $75,790 in 2008	1,924,271	2,646,546
DEFERRED LEASING COSTS — Net	2,542,855	3,104,549
DEFERRED FINANCING COSTS — Net	533,169	623,282
OTHER ASSETS	1,956,796	864,651
TOTAL	$ 145,457,121	$ 155,366,150
LIABILITIES AND MEMBERS’ DEFICIT
MORTGAGE NOTE PAYABLE	$ 193,883,626	$ 197,029,304
ACCRUED INTEREST PAYABLE	926,925	941,964
ACCOUNTS PAYABLE AND OTHER ACCRUED
LIABILITIES	1,145,664	1,109,833
MEMBERS’ DEFICIT	(50,499,094)	(43,714,951)
TOTAL	$ 145,457,121	$ 155,366,150

See notes to financial statements.

  2

TRIANGLE TOWN MEMBER, LLC
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
	2009	2008	2007
REVENUES:
Minimum rents	$      14,998,113	$      16,555,839	$      16,789,842
Tenant reimbursements	5,805,773	6,178,596	5,831,936
Percentage rents	216,958	368,138	484,305
Other rental income	638,125	592,126	615,426
Other	66,357	44,552	53,134
Total revenues	21,725,326	23,739,251	23,774,643
EXPENSES:
Property operating	3,723,456	4,351,479	4,057,608
Depreciation and amortization	10,197,345	10,004,659	10,867,122
Real estate taxes	1,574,457	1,738,985	1,443,246
Maintenance and repairs	1,203,028	1,348,868	1,376,863
Management fees	517,836	542,140	553,950
Total expenses	17,216,122	17,986,131	18,298,789
INCOME FROM OPERATIONS	4,509,204	5,753,120	5,475,854
INTEREST INCOME	1,865	6,292	12,961
INTEREST EXPENSE	(11,296,786)	(11,472,604)	(11,583,254)
GAIN ON SALE OF REAL ESTATE ASSETS	-	346,480	-
NET LOSS	$     (6,785,717)	$     (5,366,712)	$     (6,094,439)

See notes to financial statements.

  3

TRIANGLE TOWN MEMBER, LLC
STATEMENTS OF MEMBERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
BALANCE — December 31, 2006	$(27,424,470)
Contributions from members	2,595,396
Net loss	(6,094,439)
BALANCE — December 31, 2007	(30,923,513)
Contributions from members	226,266
Distributions to members	(7,650,992)
Net loss	(5,366,712)
BALANCE — December 31, 2008	(43,714,951)
Contributions from members	1,574
Net loss	(6,785,717)
BALANCE — December 31, 2009	$(50,499,094)

See notes to financial statements.

  4

TRIANGLE TOWN MEMBER, LLC
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
	2009	2008	2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$         (6,785,717)	$         (5,366,712)	$         (6,094,439)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization	10,297,642	10,101,113	10,963,734
Gain on sale of real estate assets	-	(346,480)	-
Changes in operating assets and liabilities:
Tenant receivables	722,275	278,028	(103,146)
Other assets	12,850	(14,195)	(210,284)
Accrued interest payable, accounts payable, and
other accrued liabilities	20,792	(694,758)	(598,190)
Net cash provided by operating activities	4,267,842	3,956,996	3,957,675
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(278,062)	(386,764)	(2,428,118)
Proceeds from the sale of real estate assets	-	1,200,000	-
Addition to landlord inducement costs	(22,751)	(45,740)	(4,690)
Cash in escrow	(1,092,429)	900,491	830,835
Additions to deferred leasing costs	(34,202)	(147,787)	(240,854)
Change in other assets	-	-	45,705
Net cash provided by (used in) investing activities	(1,427,444)	1,520,200	(1,797,122)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage note payable	(3,145,678)	(2,970,696)	-
Net additions to deferred financing costs	-	-	(500,000)
Net contributions from (distributions to) members	1,574	(7,424,726)	2,595,396
Net cash provided by (used) in financing activities	(3,144,104)	(10,395,422)	2,095,396
NET CHANGE IN CASH	(303,706)	(4,918,226)	4,255,949
CASH — Beginning of year	2,512,731	7,430,957	3,175,008
CASH — End of year	$            2,209,025	$            2,512,731	$            7,430,957
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION — Cash paid for interest	$          11,221,712	$          11,396,694	$          11,474,000

See notes to financial statements.

5 

TRIANGLE TOWN MEMBER, LLC

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE

YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization — Triangle Town Member, LLC (the “Company”) was formed on November 16, 2005, for the purpose of owning and operating Triangle Town Center, a regional shopping mall in Raleigh, NC; an attached lifestyle center, Triangle Town Commons; and an adjacent associated center, Triangle Town Place. The Company is a joint venture with the following members:

	Ownership
Member	Interest
CBL Triangle Town Member, LLC	50.000	%
REJ Realty LLC	49.500
JG Realty Investors Corp.	0.484
JG Manager LLC	0.016

The initial contribution of REJ Realty LLC, JG Realty Investors Corp., and JG Manager LLC (collectively, the “REJ Members”) consisted of the three shopping centers, which were recorded on the Company’s balance sheets at their carryover basis. CBL Triangle Member, LLC (“CBL Member”) made an initial cash contribution of $1,472,433. Concurrent with its formation, the Company entered into a nonrecourse mortgage loan of $200,000,000 (see Note 2). The net proceeds from the loan were used to retire an existing construction loan totaling $121,828,000, and the remaining net proceeds were paid to the REJ Members as a partial return of their equity contribution. The Company’s equity will be equalized between the REJ Members and CBL Member through future contributions by CBL Member and through property cash flow distributions.

Under the terms of the joint venture agreement (the “Agreement”), CBL Member is required to fund any additional equity necessary for capital expenditures, including future development or expansion of the Company’s properties, and any operating deficits up to a maximum of $30,000,000. The Company’s profits and losses are allocated to the REJ Members and CBL Member in accordance with their respective ownership interests. CBL Member receives a preferred return on its invested capital in the Company. After payment of such preferred return and repayment of CBL Member’s invested capital and repayment of the balance of the REJ Members’ equity, the REJ Members and CBL Member will share equally in the Company’s cash flows.

As of December 31, 2009 and 2008, members’ deficit of the Company was as follows:

	2009	2008
CBL Triangle Town Member, LLC	$    (12,525,053)	$       (9,133,768)
REJ Realty, LLC	(37,594,300)	(34,235,371)
JG Realty Investors Corp.	(367,588)	(334,745)
JG Manager, LLC	(12,153)	(11,067)
	$     (50,499,094)	$     (43,714,951)

The member’s equity accounts included in the accompanying balance sheets were determined based upon the initial contributions of each respective member being recorded at the carrying value of the contributed assets upon the formation of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, the distribution of cash flows to the members is determined based upon the priority of each member’s capital account as set forth in the Agreement. Under the Agreement, each member’s initial capital contribution was determined based upon the agreed-upon values as set forth in the Agreement, which were not equal to the historical carryover basis recorded in accordance with GAAP. Accordingly, the capital accounts as determined in accordance with the Agreement differ from the capital accounts recorded in accompanying balance sheets.  As of December 31, 2009 and 2008, members’ capital accounts as determined in accordance with the Agreement were as summarized in the table below. Capitalized terms not defined herein have the meaning as set forth in the Agreement.

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	2009	2008
REJ Members’ unreturned initial capital	$         78,842,496	$         78,842,496

The CBL Member earns an 11% interest return on any mandatory contributions; the REJ Members earn a 2% interest return on their shortfall capital.

Basis of Presentation — The accompanying financial statements are prepared on the accrual basis of accounting in accordance with GAAP.

Revenue Recognition — Fixed minimum rents from operating leases are 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.

The Company receives 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 earned.

Real Estate Assets — Ordinary repairs and maintenance are expensed as incurred. Major replacements and betterments are capitalized. Depreciation is provided using the straight-line method over the estimated useful life of buildings and improvements (20–40 years) and equipment (5–10 years). Tenant improvements are capitalized and depreciated on a straight-line basis over the life of the related lease. Depreciation expense was $9,601,448, $9,342,066 and $10,198,070 for the years ended December 31, 2009, 2008 and 2007, respectively. Accumulated depreciation was $37,275,432 and $28,561,831 as of December 31, 2009 and 2008, respectively.

Carrying Value of Long-Lived Assets — The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when its estimated future undiscounted cash flows are less than its carrying value. If it is determined that an impairment has occurred, the excess of the asset’s carrying value over its estimated fair value will be charged to operations. There were no impairment charges in December 31, 2009, 2008 or 2007.

Cash — The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash.

Deferred Leasing Costs — Deferred leasing costs include direct costs incurred to originate a lease and are amortized using the straight-line method over the terms of the related leases. Amortization expense was $595,896, $662,593 and $669,052 for the years ended December 31, 2009, 2008 and 2007, respectively. Accumulated amortization was $2,100,294 and $1,643,705 as of December 31, 2009 and 2008, respectively.

Deferred Financing Costs — Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized using the straight-line method to interest expense over the term of the mortgage note payable. Amortization expense was $90,113, $90,114 and $90,113 for the years ended December 31, 2009, 2008 and 2007, respectively. Accumulated amortization was $307,214 and $217,101 as of December 31, 2009 and 2008, respectively.

7

Other Assets — Other assets include cash of $1,478,777 and $386,348 at December 31, 2009 and 2008, respectively, that was deposited in escrow, which is to be used for the payment of real estate taxes and insurance in accordance with the terms of the Company’s mortgage note payable (see Note 2), as well as contributions received from tenants that are to be used for future marketing activities.

Income Taxes — No provision has been made for federal and state income taxes since these taxes are the responsibility of the members.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements — 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 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, 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.

As of December 31, 2009, no assets or liabilities were measured at fair value on a recurring or nonrecurring basis. The carrying values of cash and cash equivalents, tenant receivables, accounts payable, and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

2.   MORTGAGE NOTE PAYABLE

Concurrent with the formation of the Company, the Company obtained a non-recourse, commercial mortgage-backed securities loan from Wachovia Bank, a division of Wells Fargo Bank, N.A., acting in the capacity of the servicer of the loan (the “Servicer”), that matures on December 5, 2015, and bears interest at 5.74%. The monthly payments are interest-only in the amount of $956,167, until January 5, 2008. The monthly payments of $1,197,282 thereafter include principal and interest. A balloon payment of $170,713,179, plus unpaid interest, is due on the maturity date. The mortgage note payable is collateralized by the shopping center properties and assignment of all leases.

The note payable contains, among other covenants, restrictions on incurrence of indebtedness and transfers and sales of assets. The note payable also requires that a minimum debt service coverage ratio be maintained for the purpose of establishing a cash management account with the Servicer.  As of December 31, 2009, the Company did not meet the minimum required debt service coverage ratio and as a result the Company is in the process of placing the property under a cash management agreement with the Servicer. In addition to placing the property under a cash management agreement, the Company will be required to fund certain escrow reserves as required under the note agreement, until such time that the Company meets the required minimum debt service coverage ratio. Once the property is placed under the cash management agreement, the Servicer will maintain control over the Company’s cash account and on a monthly basis release cash to the Company after the monthly debt service and escrow funding are received.  The Company’s net operating cash flows were sufficient to meet its debt service requirements for the years ended December 31, 2009, 2008 and 2007.

8

The fair value of the mortgage note payable was $170,278,768 and $154,874,988 at December 31, 2009 and 2008, respectively. The fair value was calculated by discounting future cash flows for the note payable using an estimated market rate of 8.5% at December 31, 2009 and 2008.

Scheduled principal payments on the mortgage note payable are as follows:

Years Ending
December 31
2010	$      3,330,967
2011	3,527,171
2012	3,734,931
2013	3,954,929
2014	4,187,885
Thereafter	175,147,743
	$  193,883,626

3.   RENTAL INCOME UNDER OPERATING LEASES

The Company receives rental income by leasing space under operating leases. Future minimum rents scheduled to be received under noncancelable tenant leases at December 31, 2009, are as follows:

Years Ending
December 31
2010	$14,993,215
2011	13,969,061
2012	13,680,046
2013	7,153,944
2014	5,325,687
Thereafter	18,268,126
	$73,390,079

4.   RELATED-PARTY TRANSACTIONS

The Company is party to a management and leasing agreement with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by affiliates of CBL Member, to manage and provide leasing services to the properties. The agreement provides for the Company to pay CBL Management a management fee based on revenues collected. Total management fee expense for the years ended December 31, 2009, 2008 and 2007, were $517,836, $542,140 and $553,950, respectively.

The leasing and management agreement provides for the Company to pay CBL Management leasing commissions depending on the type of lease executed. Total leasing commissions for the years ended December 31, 2009, 2008 and 2007, were $26,624, $57,598 and $226,648, respectively.

The leasing and management agreement provides for the Company to pay monthly leasing fees to CBL Management based on rent collected from executed temporary tenants and sponsorship branding fees. Total temporary tenant leasing fees and sponsorship branding fees for the years ended December 31, 2009, 2008 and 2007, were $169,764, $155,726 and $256,524, respectively.

9

The leasing and management agreement with CBL Management also provides for the Company to pay an outparcel sales fee to CBL Management based on the sales price of the outparcel. Total outparcel sales fee for the year ended December 31, 2008, was $60,000.

Amounts payable to CBL Management as of December 31, 2009 and 2008, were $22,982 and $42,603, respectively.

The entity that provides security, maintenance, cleaning, and background music services for the Company is owned by certain affiliates of CBL Member. The Company recognized expenses of $1,267,921, $1,378,070 and $1,364,426, respectively, for services provided by the affiliate for the years ended December 31, 2009, 2008 and 2007. The Company has no amounts outstanding due to the affiliate as of December 31, 2009 and 2008.

A subsidiary owned by certain affiliates of CBL Member leases equipment, including computers, to the Company. The Company recognized expense of $11,688 and $9,773, and $4,920, respectively, for services provided by the subsidiary for the years ended December 31, 2009, 2008 and 2007. The Company had no outstanding amounts payable to the subsidiary as of December 31, 2009 and 2008.

An affiliate of CBL Member provides consulting for and negotiation of reductions for real estate taxes. The Company recognized expenses of $2,876, $2,129, and $2,876, for the years ended December 31, 2009, 2008 and 2007, respectively.

5.   SUBSEQUENT EVENTS

The Company evaluated subsequent events through March 31, 2010, which represents the date the financial statements were issued. The Company is not aware of any significant events that occurred subsequent to the balance sheet date, but prior to the issuance of this report that would require adjustment, or disclosure in, the financial statements.

10