10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

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 (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 offices) 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 x  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 x

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 Yes x  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 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 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 Exchange Act).

 Yes o   No x

The aggregate market value of the 131,779,506 shares of common stock held by non-affiliates of the registrant as of June 30, 2010 was $1,639,337,055, based on the closing price of $12.44 per share on the New York Stock Exchange on June 30, 2010. (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 9, 2011, 147,959,718 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the 2011 Annual Meeting of Stockholders are incorporated by reference in Part III.

TABLE OF CONTENTS

		Page Number
Cautionary Statement Regarding Forward-Looking Statements		1
PART I
1.	Business	1
1A.	Risk Factors	9
1B.	Unresolved Staff Comments	24
2.	Properties	24
3.	Legal Proceedings	44
4.	(Removed and Reserved)	44
PART II
5.	Market For Registrant’s Common Equity, Related Stockholder   Matters and Issuer Purchases of Equity Securities	45
6.	Selected Financial Data	46
7.	Management’s Discussion and Analysis of Financial Condition    and Results of Operations	47
7A.	Quantitative and Qualitative Disclosures About Market Risk	72
8.	Financial Statements and Supplementary Data	72
9.	Changes in and Disagreements With Accountants on Accounting     and Financial Disclosure	72
9A.	Controls and Procedures	72
9B.	Other Information	74
PART III
10.	Directors, Executive Officers and Corporate Governance	74
11.	Executive Compensation	74
12.	Security Ownership of Certain Beneficial Owners and Management   and Related Stockholder Matters	74
13.	Certain Relationships and Related Transactions, and Director Independence	74
14.	Principal Accounting Fees and Services	74
PART IV
15.	Exhibits, Financial Statement Schedules	75
Signatures		76
Index to Financial Statements and Schedules		77
Index to Exhibits		131

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws.  In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” or similar expressions.  Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained.  It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors discussed in Part I, Item 1A of this report, such known risks and uncertainties include, without limitation:

·   general industry, economic and business conditions;

·   interest rate fluctuations, costs and availability of capital and capital requirements;

·   costs and availability of real estate;

·   inability to consummate acquisition opportunities;

·   competition from other companies and retail formats;

·   changes in retail rental rates in our 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; and

·   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 refinancing requirements and business.

This list of risks and uncertainties is only a summary and is not intended to be exhaustive.  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.

PART I

ITEM 1. BUSINESS

Background

CBL & Associates Properties, Inc. (“CBL”) was organized on July 13, 1993, as a Delaware corporation, to acquire substantially all of the real estate properties owned by CBL & Associates, Inc., and its affiliates (“CBL’s Predecessor”), which was formed by Charles B. Lebovitz in 1978.  On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneous with the completion of the Offering, CBL’s Predecessor transferred substantially all of its interests in its real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. The interests in the Operating Partnership contain certain conversion rights that are more fully described in Note 8 to the consolidated financial statements. The terms “we”, “us”, “our” and the “Company” refer to CBL and its subsidiaries.

The Company’s Business

We are a self-managed, self-administered, fully integrated real estate investment trust (“REIT”). We own, develop, acquire, lease, manage, and operate regional shopping malls, open-air centers, community centers and

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office properties. Our properties are located in 26 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all of our business through the Operating Partnership. We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2010, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned a 76.8% limited partner interest in the Operating Partnership, for a combined interest held by us of 77.8%.

As of December 31, 2010, we owned:

§   controlling interests in 76 regional malls/open-air centers (the “Malls”), 30 associated centers (the “Associated Centers”), 8 community centers (the “Community Centers”) and 14 office buildings, including our corporate office building (the “Office Buildings”);

§   noncontrolling interests in seven regional malls, four associated centers, four community centers and six office buildings;

§   an interest in one open-air center expansion, one community center expansion and one outlet center, owned in a 75/25 joint venture, that are currently under construction (the “Construction Properties”), as well as options to acquire certain shopping center development sites; and

§   mortgages on eight properties, seven that are secured by first mortgages and one that is secured by a wrap-around mortgage on the underlying real estate and related improvements (the “Mortgages”).

The Malls, Associated Centers, Community Centers, Office Buildings, Construction Properties and Mortgages are collectively referred to as the “Properties” and individually as a “Property.”

We conduct our 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 Operating Partnership owns 100% of both the Management Company’s preferred stock and common stock.

The Management Company manages all but nine of the Properties. Governor’s Square and Governor’s Plaza in Clarksville, TN and Kentucky Oaks Mall in Paducah, KY are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party managing general partner, which receives a fee for its services. The managing general partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions.  In addition, we have contracted with a third-party firm that provides property management services to oversee the operations of our six office buildings located in Chesapeake, VA and Newport News, VA.  The firm receives a fee for its services.

Revenues are primarily derived from leases with retail tenants and generally include base minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, advertising, sponsorships, sales of peripheral land at the Properties and from sales of operating real estate assets when it is determined that we can realize a premium value for the assets. Proceeds from such sales are generally used to retire related indebtedness or reduce borrowings on our credit facilities.

The following terms used in this Annual Report on Form 10-K will have the meanings described below:

§   GLA – refers to gross leasable area of retail space in square feet, including anchors and mall tenants.

§   Anchor – refers to a department store or other large retail store.

§   Freestanding – property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.

§   Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.

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Significant Markets and Tenants

Top Five Markets

Our top five markets, based on percentage of total revenues, were as follows for the year ended December 31, 2010: 

Market	Percentage Total of Revenues
St. Louis, MO		9.7	%
Nashville, TN		4.0	%
Kansas City (Overland Park), KS		3.1	%
Madison, WI		2.9	%
Chattanooga, TN		2.7	%

Top 25 Tenants

Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2010:

Tenant	Number of Stores		Square Feet		Percentage of Total Revenues
Limited Brands, LLC  (1)		159		804,848		3.16	%
Foot Locker, Inc.		177		677,686		2.51	%
Abercrombie & Fitch, Co.		96		651,171		2.23	%
The Gap, Inc.		87		949,234		2.21	%
AE Outfitters Retail Company		84		494,397		2.18	%
Signet Group plc  (2)		115		205,104		1.91	%
Dick's Sporting Goods, Inc.		21		1,226,221		1.59	%
Genesco Inc.  (3)		191		277,182		1.57	%
Luxottica Group, S.P.A.  (4)		140		309,267		1.52	%
Zale Corporation		134		136,563		1.34	%
Express Fashions		48		401,113		1.30	%
JC Penney Company, Inc.  (5)		73		8,436,794		1.29	%
Finish Line, Inc.		72		374,276		1.25	%
New York & Company, Inc.		55		391,967		1.22	%
Dress Barn, Inc.  (6)		99		435,007		1.09	%
Charlotte Russe Holding, Inc.		51		353,385		1.06	%
Aeropostale, Inc.		76		261,199		1.06	%
Pacific Sunwear of California		67		248,824		0.96	%
The Buckle, Inc.		49		244,601		0.95	%
Forever 21 Retail, Inc.		21		304,522		0.95	%
Sun Capital Partners, Inc.  (7)		55		614,044		0.92	%
Barnes & Noble Inc.		20		704,452		0.91	%
The Regis Corporation		154		185,467		0.86	%
The Children's Place Retail Stores, Inc.		54		228,965		0.86	%
Claire's Stores, Inc.		116		136,801		0.86	%
		2,214		19,053,090		35.76	%

(1)	Limited Brands, LLC operates Victoria's Secret and Bath & Body Works.
(2)	Signet Group plc operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers and Rogers Jewelers.
(3)	Genesco Inc. operates Journey's, Jarman, Underground Station, Hat World, Lids, Hat Zone, and Cap Factory stores.
(4)	Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearl Vision.
(5)	JC Penney Co., Inc. owns 36 of these stores.
(6)	Dress Barn, Inc. operates Justice, dressbarn and maurices.
(7)	Sun Capital Partners, Inc. operates Gordmans, Limited Stores, Fazoli's, Anchor Blue, Smokey Bones, Souper Salad and Bar Louie Restaurants.

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Growth Strategy

Our objective is to achieve growth in funds from operations by maximizing cash flows through a variety of methods as further discussed below.

Leasing, Management and Marketing

Our objective is to maximize cash flows from our existing Properties through:

§   aggressive leasing that seeks to increase occupancy and facilitate an optimal merchandise mix,

§   originating and renewing leases at higher base rents per square foot compared to the previous lease,

§   merchandising, marketing, sponsorship and promotional activities and

§   actively controlling operating costs and resulting tenant occupancy costs.

Redevelopments and Renovations

Redevelopments represent situations where we capitalize on opportunities to add incremental square footage or increase the productivity of previously occupied space through aesthetic upgrades, retenanting and/or changing the retail use of the space. Many times, redevelopments result from acquiring possession of anchor space and subdividing it into multiple spaces. There are no redevelopments currently under construction or scheduled to be completed in 2011.

Renovations usually include renovating existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property’s market dominance.  We did not complete any renovations in 2010 and there are no renovations currently under construction.  Renovations are scheduled to be completed at Burnsville Center in Burnsville, MN, Hamilton Place Mall in Chattanooga, TN, Oak Park Mall in Kansas City, KS and RiverGate Mall in Nashville, TN during 2011.  Our total anticipated net investment in these renovations is approximately $15.0 million.

Development of New Retail Properties and Expansions

In general, we seek development opportunities in middle-market trade areas that we believe are under-served by existing retail operations. These middle-markets must also have sufficient demographics to provide the opportunity to effectively maintain a competitive position.  The following presents the new developments we opened during 2010 and those under construction at December 31, 2010:

Property	Location	Total Project Square Feet		Opening Date
Completed in 2010:
The Forum at Grandview (Phase I) (a)	Madison, MS		110,690	Fall-10
The Pavilion at Port Orange (Phase I and Phase 1A) (b)	Port Orange, FL		494,025	Fall-09/Spring-10
			604,715
Currently under construction:
The Outlet Shoppes at Oklahoma City (c)	Oklahoma City, OK		325,190	Summer-11

(a)	The Forum at Grandview is a 75/25 joint venture.
(b)	The Pavilion at Port Orange is a 50/50 joint venture.
(c)	The Outlet Shoppes at Oklahoma City is a 75/25 joint venture.

We can also generate additional revenues by expanding a Property through the addition of department stores, mall stores and large retail formats. An expansion also protects the Property’s competitive position within its market. The following presents the expansions that are under construction at December 31, 2010:

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Property	Location	Total Project Square Feet		Opening Date
Currently under construction:
Alamance West	Burlington, NC		236,438	Fall 2011
Settlers Ridge (Phase II)	Robinson Township, PA		86,617	Summer 2011
			323,055

Our total investment in the new Properties opened in 2010 was $88.3 million and our total investment upon completion in the Properties under construction as of December 31, 2010 is projected to be $89.5 million.

Acquisitions

We believe there is opportunity for growth through acquisitions of regional malls and other associated properties. We selectively acquire properties where we believe we can increase the value of the property through our development, leasing and management expertise.  In October 2010, we entered into a 75/25 joint venture, OK City Outlets, LLC, with Horizon Group Properties, Inc. to develop The Outlet Shoppes at Oklahoma City in Oklahoma City, OK.  Also in October 2010, we acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from our joint venture partner.

Environmental Matters

A discussion of the current effects and potential future impacts on our business and Properties of compliance with federal, state and local environmental regulations is presented in Item 1A of this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments.”

Competition

The Properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our Properties face competition from discount shopping centers, outlet malls, wholesale clubs, direct mail, television shopping networks, the internet and other retail shopping developments. The extent of the retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and campaigns.

Seasonality

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to 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 our fiscal year.

Recent Developments

Impairment Losses

During the course of our normal quarterly impairment review process for the second quarter of 2010, we determined that it was necessary to write down the depreciated book value of Oak Hollow Mall in High Point, NC, to its estimated fair value, resulting in a non-cash loss on impairment of real estate assets of $25.4 million for the year ended December 31, 2010.  Subsequent to December 31, 2010, we entered into a contract for, and closed on, the sale of this Property.

During the fourth quarter of 2010, we also incurred losses on impairment of real estate assets of $12.4 million related to the sale of Milford Marketplace in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge in Pittsburg, PA, $1.3 million attributable to the sale of Lakeview Point in Stillwater, OK and $1.1 million related to the sale of a land parcel.

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Acquisitions

In October 2010, we formed a 75/25 joint venture, OK City Outlets, LLC, with Horizon Group Properties, Inc. to develop The Outlet Shoppes at Oklahoma City in Oklahoma City, OK. The partners contributed aggregate equity of $16.2 million at formation, of which we contributed $12.1 million.  The joint venture has received a construction loan commitment of $48.9 million and we have guaranteed the entire amount for which we are entitled to receive a guaranty fee.

Also in October 2010, we acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from our joint venture partner. The interest was acquired for total consideration of $38.8 million, which consisted of $17.8 million in cash and the assumption of the remaining $21.0 million interest in the loan secured by Parkway Place.  We recorded a gain of $0.9 million related to the purchase.

Dispositions

In September 2008, we entered into an unconsolidated condominium partnership with several individual investors to acquire a 60% interest in a new retail development in Macapa, Brazil.  In December 2009, we entered into an agreement to sell our 60% interest to one of the individual investors for a gross sales price of $1.3 million, less closing costs for a net sales price of $1.2 million.  The sale closed in March 2010.  There was no gain or loss on this sale.

In June 2010, our 50.6% owned unconsolidated joint venture, Mall Shopping Center Company, sold Plaza del Sol in Del Rio, TX.  The joint venture recognized a gain of $1.2 million from the sale, of which our share was $0.1 million, net of the excess of our basis over our underlying equity in the amount of $0.6 million.

In October, 2010, we completed the sale of Pemberton Square, located in Vicksburg, MS, for a sales price of $1.9 million less commissions and customary closing costs for a net sales price of $1.8 million.  We recognized a gain of $0.4 million attributable to the sale.  Proceeds from the sale were used to reduce the outstanding borrowings on our $525.0 million secured credit facility.

In December, 2010, we completed the sale of Milford Marketplace, located in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge, located in Robinson Township, PA, for a combined sales price of $111.8 million less commissions and customary closing costs for a net sales price of $110.7 million.  We recognized a loss on impairment of real estate of $12.4 million attributable to the sale.

In December 2010, we completed the sale of Lakeview Pointe, located in Stillwater, OK, for a sales price of $21.0 million less commissions and customary closing costs for a net sales price of $20.6 million.  We recognized a loss on impairment of real estate of $1.3 million attributable to the sale.

Results of operations of Pemberton Square, Milford Marketplace, Settlers Ridge and Lakeview Pointe have been reclassified to discontinued operations for all periods presented.

Financings

In December 2010, we retired a $10.9 million loan secured by Wausau Center in Wausau, WI.

In November 2010, we closed on the extension of our unsecured term loan that was obtained for the exclusive purpose of acquiring certain properties from the Starmount Company or its affiliates.  The loan’s maturity date was extended to November 2011 at its existing interest rate of LIBOR plus a margin of 0.95% to 1.40% based on our leverage ratio, as defined in the loan agreement.  The loan has a one-year extension option, which is at our election, for an outside maturity date of November 2012.  Outstanding borrowings under this loan were $209.5 million at December 31, 2010.

In October 2010, Wells Fargo Bank NA, serving as administrative agent, and the lender group of the Company’s $560.0 million secured credit facility agreed to waive the requirement that Wausau Mall be added to the collateral pool securing that facility.  As a result, the Company voluntarily reduced the total capacity of the secured line of credit to $520.0 million in order to maintain the loan-to-value ratio set forth in the credit facility agreement.

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In July 2010, we closed on the extension and modification of our secured credit facility with total capacity of $105.0 million.  The facility’s maturity date was extended to June 2012 at its existing interest rate of LIBOR, subject to a floor of 1.50%, plus a margin of 300 basis points.

During the third quarter of 2010, we repaid four CMBS loans with aggregate principal balances of $132.5 million that were secured by Stroud Mall in Stroudsburg, PA, York Galleria in York, PA, and Parkdale Mall and Parkdale Crossing in Beaumont, TX with borrowings from the $520.0 million credit facility.  The properties were added to the collateral pool securing that facility.

Also during the third quarter of 2010, we closed on a $65.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.50% secured by Valley View Mall in Roanoke, VA.  The new loan replaced an existing loan with a principal balance of $40.6 million that was scheduled to mature in September 2010.  The excess proceeds received from the refinancing were used to pay down our secured credit facilities.

During the second quarter of 2010, we entered into an $83.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.00% secured by Burnsville Center in Minneapolis, MN.  The loan replaced an existing $60.7 million loan that was scheduled to mature in August 2010.  We also entered into an eight-year $115.0 million loan with a fixed interest rate of 6.98% secured by CoolSprings Galleria in Nashville, TN.  Proceeds from the new loan, plus cash on hand, were used to retire an existing loan of $120.5 million that was scheduled to mature in September 2010.  Additionally, we closed on a new ten-year $14.8 million loan with a fixed interest rate of 7.25% secured by The Terrace in Chattanooga, TN.  Excess proceeds from these financing activities were used to pay down our secured credit facilities.

Also during the second quarter, we repaid a CMBS loan with a principal balance of $9.0 million secured by WestGate Crossing in Spartanburg, SC with borrowings from the $520.0 million credit facility and the Property was added to the collateral pool securing that facility.

In addition, we entered into a $21.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.50% secured by Parkway Place in Huntsville, AL.  The $21.0 million loan represented our 50% share of the total $42.0 million loan obtained on the Property.  The loan replaced an existing $51.0 million loan that was scheduled to mature in June 2010, of which our 50% share was $25.5 million.  In October 2010, we acquired our joint venture partner’s 50% ownership interest in Parkway Place and, as a result, assumed their $21.0 million share of this loan.

During the first quarter of 2010, we closed on a variable-rate $72.0 million non-recourse loan that bears interest at LIBOR plus a margin of 400 basis points secured by St. Clair Square in Fairview Heights, IL.  The new loan replaced an existing loan with a principal balance of $57.2 million.  We have an interest rate cap in place on this loan to limit the LIBOR rate to a maximum of 3.00%.  The cap matures in January 2012.  The excess proceeds received from the refinancing were used to pay down our secured credit facilities.  Also during the first quarter, we repaid a CMBS loan secured by Park Plaza Mall in Little Rock, AK with a principal balance of $38.9 million with borrowings from the $520.0 million credit facility and the Property was added to the collateral pool securing that f acility.

In addition to the above financing activity, we exercised extension options available on outstanding debt, at our election, to extend the maturity dates on certain maturing loans, with no other modifications to the loan terms.

Of the $1,758.3 million of our pro rata share of consolidated and unconsolidated debt that is scheduled to mature during 2011, excluding debt premiums, we have extensions available on $1,409.7 million of debt at our option that we intend to exercise, leaving $348.6 million of debt representing eight operating property loans.  We currently have term sheets executed on three of the Properties.

We are making progress in securing property-specific, non-recourse loans for the majority of the Properties included in the collateral pool of our $520.0 million secured credit facility.  We currently have term sheets executed on nine assets that are included in the collateral pool.  As we refinance these loans, we intend to use the $520.0 million secured credit facility to retire future loans maturing in 2011 and 2012, as well as to provide additional flexibility for liquidity purposes.  At December 31, 2010, we had collective availability of $551.8 million on our lines of credit.

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Subsequent to December 31, 2010, we retired a $78.7 million loan secured by Mid Rivers Mall in St. Charles, MO.

Equity

In March 2010, we completed a public offering of 6,300,000 depositary shares representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share.  The depositary shares were sold at $20.30 per share including accrued dividends of $0.37 per share.  The net proceeds, after underwriting costs and related expenses, of approximately $123.6 million were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes.  The net proceeds included accrued dividends of $2.3 million that were received as part of the offering price.

In October, 2010, we completed an underwritten public offering of 4,400,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share.  The depositary shares were sold at $23.1954 per share including accrued dividends of $0.1485 per share.  Subsequent thereto, the underwriters of the offering exercised their option to purchase an additional 450,000 depositary shares. As a result of the exercise of this option, we sold a total of 4,850,000 depositary shares in the offering for net proceeds of approximately $108.8 million after underwriting costs and related expenses. The net proceeds included aggregate accrued dividends of $0.7 million that were received as part of the offering price. The net proceeds were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes.

Including the shares issued in these offerings, we now have 18,150,000 depositary shares outstanding, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock. The securities are redeemable at liquidation preference, plus accrued and unpaid dividends, at any time at our option. These securities have no stated maturity, sinking fund or mandatory redemption provisions and are not convertible into any of our other securities.

We paid first, second and third quarter 2010 cash dividends on our common stock of $0.20 per share on April 16th, July 15th and October 15th 2010, respectively.  On December 1, 2010, we announced a fourth quarter 2010 cash dividend of $0.20 per share that was paid on January 18, 2011.  Future dividends payable will be determined by our Board of Directors based upon circumstances at the time of declaration.

Other

Subsequent to December 31, 2010, Leo Fields announced that he would not stand for re-election to our Board of Directors when his term expires at our Annual Meeting of Stockholders to be held on May 2, 2011, citing that his decision to retire was based solely on personal reasons.

Financial Information About Segments

See Note 11 to the consolidated financial statements for information about our reportable segments.

Employees

CBL does not have any employees other than its statutory officers.  Our Management Company currently has 646 full-time and 259 part-time employees. None of our employees are represented by a union.

Corporate Offices

Our principal executive offices are located at CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421 and our telephone number is (423) 855-0001.

Available Information

There is additional information about us on our web site at cblproperties.com. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge by visiting the “investor relations” section of our web

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site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the Securities and Exchange Commission. The information on the web site is not, and should not be considered, a part of this Form 10-K.

ITEM 1A. RISK FACTORS

Set forth below are certain factors that may adversely affect our business, financial condition, results of operations and cash flows.  Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1.

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, acts of violence, war or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods.

· Adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits).

· 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, 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 construction financing and permanent debt), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property expansions and renovations which otherwise would benefit our Properties.

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· 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.  In addition, current economic and capital market conditions might make it more difficult for us to sell Properties or might adversely affect the price we receive for Properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.

Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets.  In addition, because our Properties are generally mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged Property without the payment of the associated debt and/or a substantial prepayment penalty, which restricts our ability to dispose of a Property, even though the sale might otherwise be desirable.  Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited.  Therefore, if we want to sell one or more of our Properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Property.

Before a Property can be sold, we may 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.

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 for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made.  Developments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. 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.

When we elect not to proceed with a development opportunity, the development costs ordinarily are 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.

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

We own partial interests in 21 malls, 13 associated centers, six community centers and 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 (or equivalent) of the entities that own our Properties, we may have certain fiduciary responsibilities to the other owners of those entities. In certain cases, the approval or consent of the other owners 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 (or equivalent), 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 entity 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.

Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail properties.

In addition to the possible effects on our joint ventures of a bankruptcy filing by us, the bankruptcy of one of the other investors in any of our jointly owned shopping centers could materially and adversely affect the relevant Property or Properties.  Under the bankruptcy laws, we would be precluded from taking some actions affecting the estate of the other investor without prior approval of the bankruptcy court, which would, in most cases, entail prior notice to other parties and a hearing in the bankruptcy court.  At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take.  If the relevant joint venture through which we have invested in a Property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might resul t in our ultimate liability for a greater portion of those obligations than we would otherwise bear.

We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows 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

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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 mater ials 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 cost associated with the development and implementation of such programs was 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. As of December 31, 2010, we have recorded in our financial statements a liability of $2.9 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 possi ble 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 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.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

Future terrorist attacks in the United States, and other acts of violence, including terrorism or war, might result in declining consumer confidence and spending, which could harm the demand for goods and services offered by our tenants and the values of our Properties, and might adversely affect an investment in our securities.  A decrease in retail demand could make it difficult for us to renew or re-lease our Properties at lease rates equal to or above historical rates and, to the extent our tenants are affected, could adversely affect their ability to continue to meet obligations under their existing leases.  Terrorist activities also could directly affect the value of our Properties through damage, destruction or loss.  Furthermore, terrorist acts might result in increased volatility in national a nd international financial markets, which could limit our access to capital or increase our cost of obtaining capital.

RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK

Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.

An economic recession can result in extreme volatility and disruption of our capital and credit markets.  The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit.  This economic

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situation can, and most often will, impact consumer spending levels, which can result in decreased revenues for our tenants and related decreases in the values of our Properties.  A sustained economic downward trend could impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons.  Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment.  Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature.  Any of these events could harm our business, results of operation s and financial condition.

Any future common stock offerings and common stock dividends may result in dilution of our common stock.

We are not restricted by our organizational documents, contractual arrangements or otherwise from issuing additional common stock, including any securities that are convertible into or exchangeable or exercisable for, or that represent the right to receive, common stock or any substantially similar securities in the future.  Future sales or issuances of substantial amounts of our common stock may be at prices below the then-current market price of our common stock and may adversely impact the market price of our common stock.  Additionally, the market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after a common stock offering or the perception that such sales could occur.

The market price of our common stock or other securities may fluctuate significantly.

The market price of our common stock or other securities may fluctuate significantly in response to many factors, including:

·   actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;

·   changes in our earnings estimates or those of analysts;

·   changes in our dividend policy;

·   impairment charges affecting the carrying value of one or more of our Properties or other assets;

·   publication of research reports about us, the retail industry or the real estate industry generally;

·   increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;

·   changes in market valuations of similar companies;

·   adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;

·   additions or departures of key management personnel;

·   actions by institutional security holders;

·   speculation in the press or investment community;

·   the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and

·   general market and economic conditions.

Many of the factors listed above are beyond our control.  Those factors may cause the market price of our common stock or other securities to decline significantly, regardless of our financial performance and condition and prospects.  It is impossible to provide any assurance that the market price of our common stock or other securities will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all.

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The issuance of additional preferred stock may adversely affect the earnings per share available to common shareholders and amounts available to common shareholders for payments of dividends.

In March 2010, we completed an equity offering of 6,300,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share.  The securities are redeemable at liquidation preference, plus accrued and unpaid dividends, at any time at the option of the Company.  The shares issued in the March 2010 offering will accrue dividends totaling approximately $11.6 million annually, decreasing earnings per share available to our common shareholders and the amounts available to our common shareholders for dividend payments.

In October 2010, we completed an additional equity offering of 4,400,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share.  Subsequent thereto, the underwriters of the offering exercised their option to purchase an additional 450,000 depositary shares. As a result of the exercise of this option, the Company sold a total of 4,850,000 depositary shares in the offering.  The securities are redeemable at liquidation preference, plus accrued and unpaid dividends, at any time at the option of the Company.  The shares issued in the October 2010 offering will accrue dividends totaling approximately $8.9 million annually, decreasing earnings per share available to our common shareholders and t he amounts available to our common shareholders for dividend payments.

We are not restricted by our organizational documents, contractual arrangements or otherwise from issuing additional preferred shares, including any securities that are convertible into or exchangeable or exercisable for, or that represent the right to receive, preferred stock or any substantially similar securities in the future.

Competition 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;

· television shopping networks; and

· 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.

We compete with many commercial developers, real estate companies and major retailers for prime development locations and for tenants.  New regional malls or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at, or prior to, renewal.

Increased operating expenses and decreased occupancy rates may not allow us to recover the majority of our common area maintenance (CAM) and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.

Energy costs, repairs, maintenance and capital improvements to common areas of our Properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our Properties’ tenants.  Our lease agreements typically provide that the tenant is liable for a portion of the CAM and other operating expenses.  While historically our lease agreements provided for variable CAM

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provisions, the majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries which serves to fix our tenants’ CAM contributions to us.  In these cases, a tenant will pay a single specified rent amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses.  The tenant’s payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines.  As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.

Additionally, in the event that our Properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s).  Our cost recovery ratio was 101.9% for 2010.

The loss of one or more significant tenants, due to bankruptcies or as a result of 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, reducing the likelihood that we would be able to sell the Properties if we decided to do so, or we may be required to incur redevelopment costs in order to successfully obtain new anchors or other significant tenants when such vacancies exist.

Our Properties may be subject to impairment charges which can adversely affect our financial results.

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 amount of the impairment charge is equal to the excess of the asset’s carrying value over its estimated fair value, which could have a material adverse effect on our financial results in the accounting period in which the adjustment is made.  Our estimates of undiscounted cash flows expected to be generated by each Property are based on a number of assumptions such as leasing expectations, operating budgets, estimated useful lives, future maintenance expend itures, intent to hold for use and capitalization rates.  These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each Property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analyses may not be achieved.  During the second quarter of 2010, we recorded a non-cash loss on impairment of real estate of $25.4 million related to one of our Properties.  During the fourth quarter of 2010, we incurred losses on impairment of real estate of $14.8 million related to the disposition of three of our Properties and a parcel of land.

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

Increased inflation could have a 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 percentage rents, where applicable.

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit.  The predominant effects of deflation are high unemployment, credit contraction and weakened

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consumer demand.  Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants’ ability to obtain credit.  Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

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 consequen ces 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 revenues from the Property.  If this happens, we, or the applica ble 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 losses 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 subsequent to 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 qualified dividends received by individual taxpayers has been reduced generally from 38.6% to 15.0% (currently effective through December 31, 2012). 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 certain 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 DEBT AND FINANCIAL MARKETS

A deterioration of the capital and credit markets could adversely affect our ability to access funds and 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 lending institutions to grant credit to us and conditions in the capital markets in general.  An economic recession may cause extreme volatility and disruption in the capital and credit markets.  We rely upon our largest credit facilities as sources of funding for numerous transactions.   Our access to these funds is dependent upon the ability of each of the participants to the credit facilities to meet their funding commitments.  When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and many financial institutions may not have th e available capital to meet their previous commitments.  The failure of one or more significant participants to our credit facilities to meet their funding commitments could have an adverse affect on our financial condition and results of operations.  This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature.  Although we have successfully obtained debt for refinancings of our maturing debt, acquisitions and the construction of new developments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.

Our indebtedness is substantial and could impair our ability to obtain additional financing.

At December 31, 2010, our total share of consolidated and unconsolidated debt outstanding was approximately $5,750.6 million, which represented approximately 59.6% of our total market capitalization at that time, and our total share of consolidated and unconsolidated debt maturing in 2011, 2012 and 2013, giving effect to all maturity extensions that are available at our election, was approximately $348.6 million, $992.7 million and $1,042.1 million, respectively.  Our significant leverage could have important consequences.  For example, it could:

·   result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

·   result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds;

·   materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;

·   require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;

·   increase our vulnerability to an economic downturn;

·   limit our ability to withstand competitive pressures; or

·   reduce our flexibility to respond to changing business and economic conditions.

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows 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

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yields on alternative investments. Numerous other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our stock. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our stockholders.

As of December 31, 2010, our total share of consolidated and unconsolidated variable rate debt was $1,682.4 million.  Increases in interest rates will increase our cash interest payments on the variable rate debt we have outstanding from time to time.  If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might adversely affect our cash flow and our ability to make distributions to shareholders.  These significant debt payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or distributions on our common equity.

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 both units of limited partnership in the Operating Partnership and shares of our common stock owned by such members of senior management). If the failure of one or more of these conditions resulted in the loss of these credit facilities and we were unable to obtain suitable replacement financing, such loss could have a material, adverse impact on our financial position and results of operations.

Our hedging arrangements might not be successful in limiting our risk exposure, and we might be required to incur expenses in connection with these arrangements or their termination that could harm our results of operations or financial condition.

From time to time, we use interest rate hedging arrangements to manage our exposure to interest rate volatility, but these arrangements might expose us to additional risks, such as requiring that we fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice.  Developing an effective interest rate risk strategy is complex, and no strategy can completely insulate us from risks associated with interest rate fluctuations.  We cannot assure you that our hedging activities will have a positive impact on our results of operations or financial condition.  We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements.  In addition, although our interest rate risk management policy establishes minimum credit ratings for counterparties, this does not eliminate the risk that a counterparty might fail to honor its obligations, particularly given current market conditions.

The covenants in our credit facilities might adversely affect us.

Our credit facilities require us to satisfy certain affirmative and negative covenants and to meet numerous financial tests.  The financial covenants under the credit facilities require, among other things, that our Debt to Gross Asset Value ratio, as defined in the agreements to our credit facilities, be less than 65%, that our Interest Coverage ratio, as defined, be greater than 1.75, and that our Debt Service Coverage ratio, as defined, be greater than 1.50.  Compliance with each of these ratios is dependent upon our financial performance.  The Debt to Gross Asset Value ratio is based, in part, on applying a capitalization rate to our earnings before income taxes, depreciation and amortization (“EBITDA”), as defined in the agreements to our credit facilities.  Based on this cal culation method, decreases in EBITDA would result in an increased Debt to Gross Asset Value ratio, although overall debt levels remain constant.  As of December 31, 2010, the Debt to Gross Asset Value ratio was 52.7% and we were in compliance with all other covenants related to our credit facilities.

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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 47.5% of our total revenues from all Properties for the year ended December 31, 2010 and currently include 43 malls, 20 associated centers, ten community centers and 18 office buildings. Our Properties located in the midwestern United States accounted for approximately 33.2% of our total revenues from all Properties for the year ended December 31, 2010 and currently include 26 malls and four 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. While we already have Properties located in six states across the southwestern, northeastern and western regions, 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, Kansas City (Overland Park), KS, Madison, WI, and Chattanooga, TN metropolitan areas, which are our five largest markets.

Our Properties located in the St. Louis, MO, Nashville, TN, Kansas City (Overland Park), KS, Madison, WI, and Chattanooga, TN metropolitan areas accounted for approximately 9.7%, 4.0%, 3.1%, 2.9% and 2.7%, respectively, of our total revenues for the year ended December 31, 2010. No other market accounted for more than 2.6% of our total revenues for the year ended December 31, 2010. 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 INTERNATIONAL INVESTMENTS

Ownership interests in investments or joint ventures outside the United States present numerous risks that differ from those of our domestic investments.

International development and ownership activities yield additional risks that differ from those related to our domestic properties and operations.  These additional risks include, but are not limited to:

·   Impact of adverse changes in exchange rates of foreign currencies;

·   Difficulties in the repatriation of cash and earnings;

·   Differences in managerial styles and customs;

·   Changes in applicable laws and regulations in the United States that affect foreign operations;

·   Changes in foreign political, legal and economic environments; and

·   Differences in lending practices.

Our international activities are currently limited in their scope.  We have an investment in a mall operating and real estate development company in China that is immaterial to our consolidated financial position.  However, should our investments in international joint ventures or investments grow, these additional risks could increase in significance and adversely affect our results of operations.

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RISKS RELATED TO DIVIDENDS

We may change the dividend policy for our common stock in the future.

We issued 4,754,355 shares of common stock for a portion of our dividend payment for the first quarter of 2009.  All subsequent dividend payments through the date of issuance of this report have been paid in cash.  Depending upon our liquidity needs, we reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, in accordance with applicable revenue procedures of the IRS.  In the event that we pay a portion of our dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay such ta x.  If a U.S. stockholder sells the common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale.  Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to our dividends, including dividends that are paid in common stock.  In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on dividends, such sales would put downward pressure on the market price of our common stock.

The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, taxable income, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness and preferred stock, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), Delaware law and such other factors as our Board of Directors deems relevant.  Any dividends payable will be determined by our Board of Directors based upon the circumstances at the time of declaration.  Any change in our dividend policy coul d have a material adverse effect on the market price of our common stock.

Since we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock depends on the distributions we receive from our Operating Partnership.

Because we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock will depend almost entirely on payments and distributions we receive on our interests in our Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders, unless we meet certain financial tests. As a result, if our Operating Partnership fails to pay distributions to us, we generally will not be able to pay dividends to our stockholders for one or more dividend periods.

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 sub sidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm’s length in nature.

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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 s uch change could have a retroactive effect.

If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designe d 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) at any time 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, Executive Chairman of our board of directors and our former 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 exc lusive 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

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the extent that we do not distribute all of our net capital gains 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 regular 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.

Complying with REIT requirements might cause us to forego otherwise attractive opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock.  We may also be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution.  Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue.  In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.”  “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property.  This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”

Our holding company structure makes us dependent on distributions from the Operating Partnership.

Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our shareholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us.  Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership.  Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us.  This in turn may limit our ability to make some types of payments, including payment of dividends on our outstanding capital stock, unless we meet certain financial tests or such payments or dividends are required to maintain our qualification as a REIT or to avoid the imposition of any federal income or excise tax on undistributed income.  Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay dividends on our outstanding shares of capital stock and to maintain qualification as a REIT.

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, 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:

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· 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 or no more than 90 days prior to the meeting.

· Vote Required to Amend Bylaws – A vote of 66  2/3% of our outstanding voting stock (in addition to any separate approval that may be required by the holders of any particular class of stock) is necessary for stockholders to amend our bylaws.

· 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.

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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 dispropor tionately higher taxable income for members of our senior management than for us and our stockholders, or that would result in a significant reduction in such Property’s debt, must be made by a majority of the independent directors of the board of directors. The Operating Partnership is required, in the case of such a sale, to distribute to its partners, at a minimum, all of the net cash proceeds from such sale up to an amount reasonably believed necessary to enable members of our senior management to pay any income tax liability arising from such sale.

· Interests in Other Entities; Policies of the Board of Directors – Certain entities owned in whole or in part by members of our senior management, including the construction company that built or renovated most of our Properties, may continue to perform services for, or transact business with, us and the Operating Partnership. Furthermore, certain Property tenants are affiliated with members of our senior management. Accordingly, although our bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relation ship 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 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 for additional information pertaining to the Properties’ performance.

Malls

We own a controlling interest in 76 Malls (including large open-air centers) and non-controlling interests in seven Malls.  We own a controlling interest in one outlet center mall, owned in a 75/25 joint venture, that is currently under construction.

The Malls are primarily located in middle markets and generally have strong competitive positions because they are the only, or the dominant, regional mall in their respective trade areas.  The Malls are generally anchored by two or more department stores and a wide variety of mall stores. Anchor tenants own or lease their stores and non-anchor stores (20,000 square feet or less) lease their locations. Additional freestanding stores and restaurants that either own or lease their stores are typically located along the perimeter of the Malls’ parking areas.

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. Pearland Town Center, which opened in July 2008 is our only non-stabilized mall as of December 31, 2010.

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We own the land underlying each Mall in fee simple interest, except for Walnut Square, WestGate Mall, St. Clair Square, Brookfield Square, Bonita Lakes Mall, Meridian Mall, Stroud Mall, Wausau Center, Chapel Hill Mall and Eastgate Mall. We lease all or a portion of the land at each of these Malls subject to long-term ground leases.

The following table sets forth certain information for each of the Malls as of December 31, 2010:

Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
Non-Stabilized Malls:
Pearland Town Center (9) Pearland, TX	2008			N/A		100	%		718,000		396,517		228		82	%	Barnes & Noble, Dillard's, Macy's, Sports Authority
Stabilized Malls:
Alamance Crossing Burlington, NC	2007			N/A		100	%		690,020		256,543	$	206		72	%	Belk, Barnes & Noble, Carousel Cinemas, Dillard's, JC Penney, Hobby Lobby
Arbor Place Atlanta (Douglasville), GA	1999			N/A		62.8	%		1,209,318		298,985	$	321		100	%	Bed Bath & Beyond, Belk, Borders, Dillard's, JC Penney, Macy's, Old Navy, Sears
Asheville Mall Asheville, NC		1972/2000		2000		100	%		974,271		288,316		303		95	%	Barnes & Noble, Belk, Dillard's, Dillard's West, JC Penney, Old Navy, Sears
Bonita Lakes Mall (5) Meridian, MS		1997		N/A		100	%		632,192		154,701		242		92	%	Belk, Dillard's, JC Penney, Sears, Vacancy
Brookfield Square Brookfield, WI		1967/2001		2007		100	%		1,099,800		287,986		374		99	%	Barnes & Noble, Boston Store, JC Penney, Old Navy, Sears
Burnsville Center Burnsville, MN		1977/1998		N/A		100	%		1,062,799		380,777		333		98	%	Dick's Sporting Goods, Gordmans, JC Penney, Macy's, Old Navy, Sears
Cary Towne Center Cary, NC		1979/2001		1993		100	%		1,017,004		410,272		237		97	%	Belk, Dillard's, JC Penney, Macy's, Sears
Chapel Hill Mall (6) Akron, OH		1966/2004		1995		62.8	%		864,102		278,768		261		95	%	JC Penney, Macy's, Old Navy, Sears, Shoe Dept Encore
CherryVale Mall Rockford, IL		1973/2001		2007		100	%		847,343		363,783		317		98	%	Barnes & Noble, Bergner's, JC Penney, Macy's, Sears
Chesterfield Mall Chesterfield, MO		1976/2007		2006		62.8	%		1,284,854		489,668		281		92	%	Borders, Dillard's, H&M, Macy's, Old Navy, Sears, AMC Theater
Citadel Mall Charleston, SC		1981/2001		2000		100	%		1,128,799		346,971		197		93	%	Belk, Dillard's, JC Penney, Sears, Target, Dick's Sporting Goods
Coastal Grand-Myrtle Beach Myrtle Beach, SC		2004		2007		50	%		1,046,080		342,330		311		98	%	Bed Bath & Beyond, Belk, Books A Million, Dick's Sporting Goods, Dillard's, Old Navy, Sears, JC Penney
College Square Morristown, TN		1988		1999		100	%		486,714		148,373		257		96	%	Belk, Carmike Cinema, Goody's (16), JC Penney, Kohl's, Sears, vacancy
Columbia Place Columbia, SC		1977/2001		N/A		100	%		1,092,247		242,267		182		80	%	Burlington Coat Factory, Macy's, Sears, three vacancies
CoolSprings Galleria Nashville, TN		1991		1994		100	%		1,117,593		362,957		413		100	%	Belk, Dillard's, JC Penney, Macy's, Sears
Cross Creek Mall Fayetteville, NC		1975/2003		2000		100	%		1,046,423		251,491		531		98	%	Belk, JC Penney, Macy's, Sears
East Towne Mall Madison, WI		1971/2001		2004		100	%		824,194		265,570		312		96	%	Barnes & Noble, Boston Store, Dick's Sporting Goods, Gordman's, JC Penney, Sears, Steinhafels

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Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
EastGate Mall (7) Cincinnati, OH		1980/2003		1995		100	%		959,367		272,261		280		94	%	Dillard's, JC Penney, Kohl's, MMA Big Show, Sears, Toys R Us
Eastland Mall Bloomington, IL		1967/2005		N/A		100	%		765,098		225,441		331		97	%	Bergner's, JC Penney, Kohl's, Macy's, Old Navy, Sears
Fashion Square Saginaw, MI		1972/2001		1993		100	%		795,717		282,954		263		90	%	JC Penney, Macy's, Sears, Shoe Dept. Encore
Fayette Mall Lexington, KY		1971/2001		1993		100	%		1,212,733		357,179		503		100	%	Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears
Foothills Mall Maryville, TN		1983/1996		2004		95	%		481,555		184,859		225		89	%	Belk for Women, Belk for Men, Goody's (16), Kids & Home, JC Penney, Sears, TJ Maxx
Friendly Shopping Center and The Shops at Friendly Greensboro, NC	1957/ 2006/ 2007			1996		50	%		1,304,074		517,257		425		91	%	Barnes & Noble, Belk, Macy's, Old Navy, Sears, Harris Teeter, REI
Frontier Mall Cheyenne, WY		1981		1997		100	%		536,340		191,470		279		88	%	Dillard's I, Dillard's II, Sports Authority, JC Penney, Sears, Sports Authority, Carmike Cinema
Georgia Square Athens, GA		1981		N/A		100	%		670,999		249,445		230		99	%	Belk, JC Penney, Macy's, Sears
Governor's Square Clarksville, TN		1986		1999		47.5	%		729,545		254,509		344		96	%	Belk, Best Buy, Borders, Dick's Sporting Goods, Dillard's, JC Penney,Old Navy, Sears
Greenbrier Mall Chesapeake, VA		1981/2004		2004		63	%		898,922		299,653		304		91	%	Dillard's, JC Penney, Macy's, Sears
Gulf Coast Town Center Ft. Myers, FL		2005		N/A		50	%		1,242,240		317,233		267		89	%	Babies R Us, Bass Pro Outdoor World, Belk, Best Buy, Borders, Golf Galaxy, JC Penney, Jo-Ann Fabrics,  Marshall's, PETCO, Ron Jon Surf Shop, Ross, Staples, Target, Regal Cinema
Hamilton Place Chattanooga, TN		1987		1998		90	%		1,170,585		339,705		378		100	%	Dillard's for Men, Kids & Home, Dillard's for Women, JC Penney, Belk for Men, Kids & Home, Belk for Women, Sears, Barnes & Noble
Hanes Mall Winston-Salem, NC		1975/2001		1990		100	%		1,564,263		551,048		293		93	%	Belk, Dillard's, JC Penney, Macy's, Old Navy, Sears, Dick's Sporting Goods
Harford Mall Bel Air, MD		1973/2003		2007		100	%		505,425		205,848		366		100	%	Macy's, Old Navy, Sears
Hickory Hollow Mall Nashville, TN		1978/1998		1991		100	%		1,108,349		402,862		141		80	%	Macy's, Sears, Electronic Express, Vacancy
Hickory Point Mall Decatur, IL		1977/2005		N/A		100	%		817,347		190,771		212		92	%	Bergner's, Cohn Furniture, Encore, JC Penney, Kohl's, Sears, Von Maur
Honey Creek Mall Terre Haute, IN		1968/2004		1981		100	%		675,936		209,813		335		98	%	Elder-Beerman, JC Penney, Macy's, Sears, Shoe Dept. Encore
Imperial Valley Mall El Centro, CA		2005		N/A		60	%		761,275		212,635		345		97	%	Dillard's, JC Penney, Macy's, Sears, Cinemark
Janesville Mall Janesville, WI		1973/1998		1998		100	%		614,304		166,474		291		98	%	Boston Store, JC Penney, Kohl's, Sears
Jefferson Mall Louisville, KY		1978/2001		1999		100	%		990,756		274,206		335		100	%	Dillard's, JC Penney, Macy's, Old Navy, Sears, Shoe Dept. Encore,  Toys R Us

26

Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
Kentucky Oaks Mall Paducah, KY		1982/2001		1995		50	%		1,129,679		304,515		305		86	%	Best Buy, Dick's Sporting Goods, Dillard's, Elder-Beerman, JC Penney, Sears, Hobby Lobby, Office Max, Old Navy, Toys R Us
The Lakes Mall Muskegon, MI		2001		N/A		100	%		590,698		188,792		257		97	%	Bed Bath & Beyond, Dick's Sporting Goods, JC Penney, Sears, Younkers
Lakeshore Mall Sebring, FL		1992		1999		100	%		489,031		115,015		227		81	%	Beall's (8), Belk, JC Penney, Kmart, Sears, Carmike
Laurel Park Place Livonia, MI		1989/2005		1994		70	%		489,865		191,055		211		97	%	Parisian, Von Maur
Layton Hills Mall Layton, UT		1980/2006		1998		100	%		619,804		306,881		372		99	%	JCPenney, Macy's, Mervyn's (vacant), Sports Authority
Madison Square Huntsville, AL		1984		1985		100	%		928,628		295,194		254		81	%	Belk, Dillard's, JC Penney, Sears, two vacancies
Mall del Norte Laredo, TX		1977/2004		1993		100	%		1,209,191		425,448		476		97	%	Beall Bros. (8), Chuck E Cheese, Cinemark, Dillard's, Forever 21, JC Penney, Joe Brand, Macy's, Macy's Home Store, Sears
Mall of Acadiana Lafayette, LA		1979/2005		2004		62.8	%		994,325		302,062		410		100	%	Dillard's, JCPenney, Macy's, Sears
Meridian Mall (10) Lansing, MI		1969/1998		2001		100	%		973,141		413,534		257		89	%	Bed Bath & Beyond, Dick's Sporting Goods, JC Penney, Macy's, Old Navy, Schuler Books, Younkers
Mid Rivers Mall St. Peters, MO		1987/2007		1999		62.8	%		1,089,213		291,181		297		94	%	Borders, Dillard's, JC Penney, Macy's, Sears, Dick's Sporting Goods, Inc., Wehrenberg Theaters
Midland Mall Midland, MI		1991/2001		N/A		100	%		508,055		190,781		284		94	%	Barnes & Noble, Elder-Beerman, JC Penney, Sears, Target
Monroeville Mall Pittsburgh, PA		1969/2004		2003		100	%		1,331,901		466,253		271		88	%	JC Penney, Macy's, Boscov's (vacant)
Northpark Mall Joplin, MO		1972/2004		1996		100	%		962,712		303,896		283		91	%	Glow Golf, JC Penney, Macy's, Macy's Home Store, Old Navy, Sears, TJ Maxx, Vintage Stock
Northwoods Mall Charleston, SC		1972/2001		1995		100	%		789,296		286,177		287		93	%	Belk, Books A Million, Dillard's, JC Penney, Planet Fitness, Sears
Oak Hollow Mall (17) High Point, NC		1995		N/A		75	%		825,713		252,913		177		56	%	Belk, Dillard's, JC Penney, Sears, Sears Call Center, Regal Cinema
Oak Park Mall Overland Park, KS		1974/2005		1998		100	%		1,563,377		452,639		418		97	%	American Girl, Barnes & Noble, Dillard's North, Dillard's South, JC Penney, Macy's, Nordstrom, XXI Forever
Old Hickory Mall Jackson, TN		1967/2001		1994		100	%		556,900		179,805		323		97	%	Belk, JC Penney, Macy's, Sears

27

Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
Panama City Mall Panama City, FL		1976/2002		1984		100	%		607,013		224,824		223		98	%	Dillard's, JC Penney, Sears
Park Plaza Little Rock, AR		1988/2004		N/A		62.8	%		562,149		236,784		420		97	%	Dillard's I, Dillard's II, XXI Forever
Parkdale Mall Beaumont, TX		1972/2001		1986		100	%		1,228,150		260,884		307		88	%	Beall Bros. (8), Books A Million, Dillard's, Hadley's Furniture, JC Penney, Kaplan College, Macy's, Marshall's, Old Navy, Sears, XXI Forever
Parkway Place Mall Huntsville, AL		1957/1998		2002		100	%		648,407		272,582		310		95	%	Dillard's, Belk
Post Oak Mall College Station, TX		1982		1985		100	%		774,856		317,681		302		90	%	Beall Bros. (8), Dillard's, Dillard's South, JC Penney, Macy's, Sears
Randolph Mall Asheboro, NC		1982/2001		1989		100	%		363,272		125,911		226		91	%	Belk, Books A Million, Dillard's, JC Penney, Sears, Cinemark
Regency Mall Racine, WI		1981/2001		1999		100	%		815,935		210,520		230		90	%	Boston Store, JC Penney, Sears, Target, Flooring Super Center, Burlington Coat Factory
Richland Mall Waco, TX		1980/2002		1996		100	%		708,301		228,823		311		95	%	Beall Bros. (8), Dillard's I, Dillard's II, JC Penney, Sears, XXI Forever
River Ridge Mall Lynchburg, VA		1980/2003		2000		100	%		763,797		206,260		276		74	%	Belk, JC Penney, Macy's, Sears, Regal Cinema
Rivergate Mall Nashville, TN		1971/1998		1998		100	%		1,152,591		262,898		287		99	%	Dillard's, JC Penney,  Macy's, Sears, Carmike
South County Center St. Louis, MO		1963/2007		2001		62.8	%		1,038,713		311,516		360		97	%	Dillard's, JC Penney, Macy's, Sears
Southaven Towne Center Southave, MS		2005		N/A		100	%		528,971		145,876		331		96	%	Bed Bath & Beyond, Books A Million, Cost Plus, Dillard's, Gordman's, HH Gregg, JC Penney, World Market
Southpark Mall Colonial Heights, VA		1989/2003		2007		100	%		685,675		213,393		294		94	%	Dillard's, JC Penney, Macy's, Sears, Regal Cinema
St. Clair Square (11) Fairview Heights, IL		1974/1996		1993		62.8	%		1,126,562		289,854		400		99	%	Dillard's, JC Penney, Macy's, Sears
Stroud Mall (12) Stroudsburg, PA		1977/1998		2005		100	%		419,470		169,287		263		97	%	JC Penney, Sears, Bon-Ton
Sunrise Mall Brownsville, TX		1979/2003		2000		100	%		752,781		238,024		384		92	%	Beall Bros. (8), Cinemark, Dillard’s, JC Penney, Sears, A'gaci
Towne Mall Franklin, OH		1977/2001		N/A		100	%		455,601		151,989		177		43	%	Elder-Beerman, Sears, Dillard's (vacant)
Triangle Town Center Raleigh, NC		2002/2005		N/A		50	%		1,272,204		424,730		277		96	%	Barnes & Noble, Belk, Dillard's, Macy's, Sak's Fifth Avenue, Sears
Turtle Creek Mall Hattiesburg, MS		1994		1995		100	%		843,401		190,477		323		98	%	Belk I, Belk II, Dillard's, JC Penney, Sears, United Artist
Valley View Mall Roanoke, VA		1985/2003		2007		100	%		875,415		315,626		323		99	%	Barnes & Noble, Belk, JC Penney, Macy's I, Macy's II, Old Navy, Sears
Volusia Mall Daytona Beach, FL		1974/2004		1982		100	%		1,071,018		252,475		315		97	%	Dillard's East, Dillard's West, Dillard's South, JC Penney, Macy's, Sears
Walnut Square (13) Dalton, GA		1980		1992		100	%		511,016		141,100		247		94	%	Belk, Belk Home & Kids, Carmike Cinema, JC Penney, Sears, The Rush
Wausau Center (14) Wausau, WI		1983/2001		1999		100	%		423,134		149,934		255		97	%	JC Penney, Sears, Younkers

28

Mall / Location	Year of Opening/ Acquisition		Year of Most Recent Expansion		Our Ownership			Total GLA (1)		Total Mall Store GLA (2)		Mall Store Sales per Square Foot (3)		Percentage Mall Store GLA Leased (4)			Anchors & Junior Anchors
West County Center Des Peres, MO		1969/2007		2002		62.8	%		1,210,307		427,886		465		95	%	Barnes & Noble, JC Penney, Macy's, Nordstrom, Forever 21, Dick's Sporting Goods
West Towne Mall Madison, WI		1970/2001		2004		100	%		918,912		291,322		505		96	%	Boston Store, Dick's Sporting Goods, JC Penney, Sears, XXI Forever, Toys R Us
WestGate Mall (15) Spartanburg, SC		1975/1995		1996		100	%		951,010		262,404		258		88	%	Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Sears, Regal Cinema
Westmoreland Mall Greensburg, PA		1977/2002		1994		62.8	%		1,005,502		332,551		310		97	%	BonTon, JC Penney, Macy's, Macy's Home Store, Old Navy, Sears
York Galleria York, PA		1989/1999		N/A		100	%		764,447		227,230		306		96	%	Bon Ton, Boscov's, JC Penney, Sears
	Total Stabilized Malls								71,758,722		22,724,363	$	310		93	%
	Grand total								71,758,722		23,120,880	$	309		93	%

(1)	Includes total square footage of the anchors (whether owned or leased by the anchor) and mall stores.  Does not include future expansion areas.
(2)	Excludes anchors and cinemas.
(3)	Totals represent weighted averages.
(4)	Includes tenants paying rent for executed leases as of December 31, 2010.
(5)	Bonita Lakes Mall - We are the lessee under a ground lease for 82 acres, which extends through June 30, 2035, plus one 25 - year renewal option.  The annual ground rent for 2010 was $34,603, increasing by an average of 2% each year.
(6)	Chapel Hill Mall - Ground rent is the greater of $10,000 or 30% of aggregate fixed minimum rent paid by tenants of certain store units.  The annual ground rent for 2010 was $10,000.
(7)	Eastgate Mall - Ground rent is $24,000 per year.
(8)	Lakeshore Mall, Mall del Norte, Parkdale Mall, Post Oak Mall, Richland Mall, and Sunrise Mall - Beall Bros. operating in Texas is unrelated to Beall's operating in Florida.
(9)	Pearland Town Center is a mixed-use center which conbines retail, hotel, office and residential components.  The retail portion of the center is classified in Malls, the office portion is classified in Office Buildings, and the hotel and residential portions are classified as Other.
(10)	Meridian Mall - We are the lessee under several ground leases in effect through March 2067, with extension options.  Fixed rent is $18,700 per year plus 3% to 4% of all rents.
(11)	St. Clair Square - We are the lessee under a ground lease for 20 acres.  Assuming the exercise of renewal options available, at our election, the ground lease expires January 31, 2073.  The rental amount is $40,500 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200,000.
(12)	Stroud Mall - We are the lessee under a ground lease, which extends through July 2089.  The current rental amount is $60,000 per year, increasing by $10,000 every ten years through 2059.  An additional $100,000 is paid every 10 years.
(13)	Walnut Square - We are the lessee under several ground leases.  Assuming the exercise of renewal options available, at our election, the ground lease expires March 14, 2078. The rental amount is $149,450 per year.  In addition to base rent, the landlord receives 20% of the percentage rents collected.  The Company has a right of first refusal to purchase the fee.
(14)	Wausau Center - Ground rent is $76,000 per year plus 10% of net taxable cash flow.
(15)	WestGate Mall - We are the lessee under several ground leases for approximately 53% of the underlying land.  Assuming the exercise of renewal options available, at our election, the ground lease expires October 31, 2084.  The rental amount is $130,025 per year.  In addition to base rent, the landlord receives 20% of the percentage rents collected.  The Company has a right of first refusal to purchase the fee.
(16)	Scheduled to open in March 2011.
(17)	We closed on the sale of this property on February 24, 2011.

29

Anchors

Anchors are an important factor in a Mall’s successful performance. The public’s identification with a mall property typically focuses on the anchor tenants. Mall anchors are generally a department store whose merchandise appeals to a broad range of shoppers and plays a significant role in generating customer traffic and creating a desirable location for the mall store tenants.

Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates for anchor tenants are significantly lower than the rents charged to mall store tenants. Anchors account for 12.3% of the total revenues from our Properties. Each anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.

During 2010, we added the following anchors and junior anchors (i.e., non-traditional anchors) to the following Malls:
 

Name	Property	Location
Dick's Sporting Goods	Kentucky Oaks	Paducah, KY
Vintage Stock	Northpark Mall	Joplin, MO
Ashley Furniture HomeStore	Parkdale Mall	Beaumont, TX
Jo-Ann Fabrics & Crafts	Southaven Towne Ctr	Southaven, MS
Encore	Honey Creek	Terre Haute, IN
Encore	Fashion Square	Saginaw, MI
Encore	Jefferson Mall	Louisville, KY
Jillian's	Greenbrier Mall	Chesapeake, VA
Dick's Sporting Goods	Governor's Square	Clarksville, TN
Best Buy	Governor's Square	Clarksville, TN
Cohn Furniture	Hickory Point Mall	Forsyth, IL
The Rush Fitness Complex	Walnut Square	Dalton, GA
Vintage Stock	Northpark Mall	Joplin, MO
Encore	Hickory Point Mall	Forsyth, IL
Forever 21	Coolsprings Galleria	Nashville, TN
Planet Fitness	Northwoods Mall	N. Charleson, SC

As of December 31, 2010, the Malls had a total of 460 anchors and junior anchors including 26 vacant locations. The mall anchors and junior anchors and the amount of GLA leased or owned by each as of December 31, 2010 is as follows:

30

	Number of Stores						Gross Leaseable Area
Anchor	Mall Leased		Anchor Owned		Total		Mall Leased		Anchor Owned		Total
JCPenney (1)		37		35		72		3,965,668		4,357,525		8,323,193
Sears (2)		20		52		72		2,168,374		7,251,172		9,419,546
Dillard's (3)		4		49		53		660,713		6,958,934		7,619,647
Sak's		-		1		1		-		83,066		83,066
Macy's (4)		15		32		47		1,957,154		5,137,196		7,094,350
Belk
Belk (5)		9		26		35		965,944		3,319,296		4,285,240
Parisian		1		-		1		148,810		-		148,810
Subtotal		10		26		36		1,114,754		3,319,296		4,434,050
Bon-Ton
Bon-Ton		2		1		3		186,824		131,915		318,739
Bergner's		-		3		3		-		385,401		385,401
Boston Store (6)		1		4		5		96,000		599,280		695,280
Younkers		3		1		4		269,060		106,131		375,191
Elder-Beerman		3		1		4		194,613		117,888		312,501
Subtotal		9		10		19		746,497		1,340,615		2,087,112
A'GACI		1		-		1		28,000		-		28,000
Ashley Home Store		1		-		1		26,439		-		26,439
Babies R Us		1		-		1		30,700		-		30,700
Barnes & Noble		13		-		13		388,674		-		388,674
Bass Pro Outdoor World		1		-		1		130,000		-		130,000
Beall Bros.		5		-		5		193,209		-		193,209
Beall's (Fla)		1		-		1		45,844		-		45,844
Bed, Bath & Beyond		6		-		6		179,915		-		179,915
Best Buy		3		-		3		98,481		-		98,481
Books A Million		5		-		5		85,016		-		85,016
Borders		5		-		5		116,732		-		116,732
Boscov's		-		1		1		-		150,000		150,000
Burlington Coat Factory		2		-		2		141,664		-		141,664
Cohn Furniture		1		-		1		20,030		-		20,030
Dick's Sporting Goods		11		1		12		623,134		70,000		693,134
Electronic Express		1		-		1		26,550		-		26,550
Encore		3		-		3		77,557		-		77,557
Flooring Supercenter		1		-		1		27,501		-		27,501
Gart Sports		1		-		1		24,750		-		24,750
Golf Galaxy		1		-		1		15,096		-		15,096
Gordman's		2		-		2		107,303		-		107,303
H&M		1		-		1		20,350		-		20,350
Harris Teeter		-		1		1		-		72,757		72,757
H.H.Gregg		-		1		1		-		33,887		33,887
Hobby Lobby		1		-		1		52,500		-		52,500
Jillian's		1		-		1		21,295		-		21,295
Jo-Ann Fabrics		2		-		2		53,573		-		53,573
Joe Brand		1		-		1		29,413		-		29,413
Kmart		1		-		1		86,479		-		86,479
Kohl's		4		1		5		357,091		68,000		425,091
Marshall's		2		-		2		82,996		-		82,996
Michaels		1		-		1		21,300		-		21,300

31

	Number of Stores						Gross Leaseable Area
Anchor	Mall Leased		Anchor Owned		Total		Mall Leased		Anchor Owned		Total
MMA Big Show		1		-		1		19,369		-		19,369
Nordstrom (7)		-		2		2		-		385,000		385,000
Old Navy		18		-		18		344,670		-		344,670
Petco		1		-		1		15,257		-		15,257
REI		1		-		1		24,427		-		24,427
Ron Jon Surf Shop		1		-		1		12,000		-		12,000
Ross Dress For Less		1		-		1		30,187		-		30,187
Schuler Books		1		-		1		24,116		-		24,116
SHOE DEPT. ENCORE		1		-		1		26,010		-		26,010
Shopko/K's Merchandise Mart		-		1		1		-		90,000		90,000
Smart Buys		1		-		1		33,460		-		33,460
Sports Authority		1		1		2		16,537		42,085		58,622
Staples		1		-		1		20,388		-		20,388
Steinhafels		1		-		1		28,828		-		28,828
Target		-		4		4		-		490,476		490,476
The Rush Fitness Complex		1		-		1		30,566		-		30,566
TJ Maxx		2		-		2		56,886		-		56,886
U. S. Government		-		1		1		-		138,189		138,189
Vintage Stock		1		-		1		46,108		-		46,108
Von Maur		-		2		2		-		233,280		233,280
XXI Forever / Forever 21		7		-		7		229,494		-		229,494
Vacant Anchors
Shopko		1		-		1		23,636		-		23,636
Becker Furniture		1		-		1		62,500		-		62,500
Belk		-		1		1		-		96,853		96,853
Boscov's		-		1		1		-		234,538		234,538
Circuit City		2		-		2		42,096		-		42,096
Dillard's		-		3		3		-		493,956		493,956
Goody's (8)		3		-		3		91,358		-		91,358
Linens N Things		3		-		3		83,517		-		83,517
Mervyn's (8)		1		-		1		90,000		-		90,000
Old Navy		1		-		1		31,858		-		31,858
Steve & Barry's		8		-		9		300,325		-		300,325
		234		226		460		15,388,976		31,046,825		46,435,801

(1)	Of the 35 stores owned by JC Penny, six are subject to ground lease payments to the Company.
(2)	Of the 52 stores owned by Sears, four are subject to ground lease payments to the Company.
(3)	Of the 49 stores owned by Dillard's, four are subject to ground lease payments to the Company.
(4)	Of the 32 stores owned by Macy's, five are subject to ground lease payments to the Company.
(5)	Of the 26 stores owned by Belk, two are subject to ground lease payments to the Company.
(6)	Of the four stores owned by Boston Store, one is subject to ground lease payments to the Company.
(7)	Of the two stores owned by Nordstrom, one is subject to ground lease payments to the Company.
(8)	Two Goody's locations have been re-leased and are scheduled to open Spring 2011; A portion of the former Mervyn's location has been re-leased to Dick's Sporting Goods.

Mall Stores

The Malls have approximately 8,098 mall stores. National and regional retail chains (excluding local franchises) lease approximately 79.8% of the occupied mall store GLA. Although mall stores occupy only 28.5% of the total mall GLA (the remaining 71.5% is occupied by anchors), the Malls received 82.4% of their revenues from mall stores for the year ended December 31, 2010.

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Mall Lease Expirations

The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2010:

Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA (3)
2011		1485	$	94,112,000		3,321,440	$	28.33		13.1	%		18.0	%
2012		1102		106,277,000		2,805,005		37.89		14.8	%		15.2	%
2013		935		106,161,000		2,558,907		41.49		14.8	%		13.9	%
2014		614		67,323,000		1,634,266		41.19		9.4	%		8.9	%
2015		654		74,328,000		1,767,823		42.04		10.4	%		9.6	%
2016		453		59,393,000		1,371,953		43.29		8.3	%		7.4	%
2017		395		52,144,000		1,194,167		43.67		7.3	%		6.5	%
2018		410		57,687,000		1,298,157		44.44		8.0	%		7.0	%
2019		262		39,188,000		914,214		42.87		5.5	%		5.0	%
2020		279		39,028,000		940,391		41.50		5.4	%		5.1	%

(1) Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2010 for expiring leases that were executed as of December 31, 2010.

(2) Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2010.

(3) Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2010.

Mall Tenant Occupancy Costs

Occupancy cost is a tenant’s total cost of occupying its space, divided by sales. Mall store sales represents total sales amounts received from reporting tenants with space of less than 10,000 square feet.  The following table summarizes tenant occupancy costs as a percentage of total mall store sales for the last three years:

	Year Ended December 31,
	2010			2009			2008
Mall store sales (in millions)(1)	$	5,349.76		$	4,937.80		$	5,239.80
Minimum rents		8.66	%		9.50	%		8.80	%
Percentage rents		0.37	%		0.70	%		0.60	%
Tenant reimbursements (2)		3.61	%		3.70	%		3.80	%
Mall tenant occupancy costs		12.64	%		13.90	%		13.20	%

(1)	Represents 100% of sales for the Malls. In certain cases, we own less than a 100% interest in the Malls.
(2)	Represents reimbursements for real estate taxes, insurance, common area maintenance charges and certain capital expenditures.

Debt on Malls

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2010” included herein for information regarding any liens or encumbrances related to our Malls.

Associated Centers

We own a controlling interest in 30 Associated Centers and a non-controlling interest in four Associated Centers as of December 31, 2010.

Associated Centers are retail properties that are adjacent to a regional mall complex and include one or more anchors, or big box retailers, along with smaller tenants. Anchor tenants typically include tenants such as TJ Maxx, Target, Kohl’s and Bed Bath & Beyond.  Associated Centers are managed by the staff at the Mall since it is adjacent to and usually benefits from the customers drawn to the Mall.

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We own the land underlying the Associated Centers in fee simple interest, except for Bonita Lakes Crossing, which is subject to a long-term ground lease.

The following table sets forth certain information for each of the Associated Centers as of December 31, 2010:

Associated Center / Location	Year of Opening/ Most Recent Expansion		Company's Ownership			Total GLA (1)		Total Leasable GLA (2)		Percentage GLA Occupied (3)			Anchors
Annex at Monroeville Pittsburgh, PA		1969		100	%		186,367		186,367		96	%	Burlington Coat Factory, Dick's Sporting Goods, Guitar Center, Harbor Freight Tools
Bonita Lakes Crossing (4) Meridian, MS		1997/1999		100	%		147,518		147,518		86	%	Ashley Home Store, Jo Anne's, Office Max, TJ Maxx, Toys R Us
Chapel Hill Suburban (11) Akron, OH		1969		62.8	%		117,088		117,088		30	%	HH Gregg
Coastal Grand Crossing Myrtle Beach, SC		2005		50	%		62,210		14,926		89	%	Lifeway Christian Store, PetSmart
CoolSprings Crossing Nashville, TN		1992		100	%		367,868		78,825		91	%	American Signature (5), HH Gregg (6), Lifeway Christian Store, Target (5), Toys R Us (5), Whole Foods (6)
Courtyard at Hickory Hollow Nashville, TN		1979		100	%		77,560		77,560		100	%	Carmike Cinema
The District at Monroeville Pittsburgh, PA		2004		100	%		71,624		71,624		97	%	Barnes & Noble, ULTA
Eastgate Crossing Cincinnati, OH		1991		100	%		198,488		175,004		87	%	Borders, Kroger, JoAnns, Marshall's, Office Max (5)
Foothills Plaza Maryville, TN		1983/1986		100	%		71,174		71,174		97	%	Carmike Cinema, Dollar General, Foothill's Hardware, Beds To Go
Frontier Square Cheyenne, WY		1985		100	%		186,552		16,527		100	%	PETCO (7), Ross (7), Target (5), TJ Maxx (7)
Georgia Square Plaza Athens, GA		1984		100	%		15,493		15,493		100	%	Georgia Theatre Company
Governor's Square Plaza Clarksville, TN		1985(8)		50	%		200,930		78,732		100	%	Best Buy, Lifeway Christian Store, Premier Medical Group, Target (5)
Gunbarrel Pointe Chattanooga, TN		2000		100	%		273,913		147,913		100	%	David's Bridal, Kohl's, Target (5), Earthfare
Hamilton Corner Chattanooga, TN		1990/2005		90	%		82,900		82,900		100	%	PETCO
Hamilton Crossing Chattanooga, TN		1987/2005		92	%		191,873		98,760		100	%	Cost Plus World Market, Home Goods (8), Guitar Center, Lifeway Christian Store, Michaels (8), TJ Maxx, Toys R Us (5)

Harford Annex Bel Air, MD	1973/2003	100	%	107,656	107,656	100	%	Best Buy, Dollar Tree, Office Depot, PetSmart
The Landing at Arbor Place Atlanta(Douglasville), GA	1999	100	%	162,985	85,298	75	%	Michaels, Shoe Carnival, Toys R Us (5)
Layton Hills Convenience Center Layton, UT	1980	100	%	91,312	91,312	96	%	Big Lots, Dollar Tree, Downeast Outfitters
Layton Hills Plaza Layton, UT	1989	100	%	18,801	18,801	92	%	None
Madison Plaza Huntsville, AL	1984	100	%	153,503	99,108	71	%	Haverty's, Design World, HH Gregg (9)
Parkdale Crossing Beaumont, TX	2002	100	%	80,102	80,102	95	%	Barnes & Noble, Lifeway Christian Store, Office Depot, PETCO
Pemberton Plaza Vicksburg, MS	1986	10	%	77,894	26,948	84	%	Kroger (5)
The Plaza at Fayette Mall Lexington, KY	2006	100	%	190,207	190,207	100	%	Cinemark, Gordman's, Guitar Center, Old Navy
The Shoppes at Hamilton Place Chattanooga, TN	2003	92	%	125,301	125,301	100	%	Bed Bath & Beyond, Marshall's, Ross

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Associated Center / Location	Year of Opening/ Most Recent Expansion				Total Leasable	Percentage GLA		Anchors
The Shoppes at Panama City Panama City, FL	2004	100	%	61,221	61,221	80	%	Best Buy
The Shoppes at St. Clair Square (11) Fairview Heights, IL	2007	62.8	%	84,383	84,383	97	%	Barnes & Noble
Sunrise Commons Brownsville, TX	2001	100	%	202,012	100,567	100	%	K-Mart (5), Marshall's, Old Navy, Ross
The Terrace Chattanooga, TN	1997	92	%	156,468	156,468	100	%	Academy Sports, Old Navy, Party City, Staples, DSW Shoes, ULTA
Triangle Town Place Raleigh, NC	2004	50	%	149,471	149,471	100	%	Bed Bath & Beyond, Dick's Sporting Goods, DSW Shoes, Party City, ULTA
Village at Rivergate Nashville, TN	1981/1998	100	%	164,107	64,107	98	%	Chuck E. Cheese, Essex Retail Outlet, Target (5)
West Towne Crossing Madison, WI	1980	100	%	433,743	111,344	100	%	Barnes & Noble, Best Buy, Kohl's (5), Cub Foods (5), Office Max (5), Shopko (5)
WestGate Crossing Spartanburg, SC	1985/1999	100	%	157,870	157,870	91	%	Old Navy, Toys R Us, Hamricks
Westmoreland Crossing (11) Greensburg, PA	2002	62.8	%	283,252	283,252	72	%	Carmike Cinema, Dick's Sporting Goods, Michaels (10),  T.J. Maxx (10)
York Town Center York, PA	2007	50	%	288,029	238,029	98	%	Bed Bath & Beyond, Best Buy, Christmas Tree Store, Dick's Sporting Goods, Ross, Staples, ULTA
Total Associated Centers				5,239,875	3,611,856	91	%

(1)	Includes total square footage of the anchors (whether owned or leased by the anchor) and shops. Does not include future expansion areas.
(2)	Includes leasable anchors.
(3)	Includes tenants with executed leases as of December 31, 2010, and includes leased anchors.
(4)	Bonita Lakes Crossing - We are the lessee under a ground lease for 34 acres, which extends through June 30, 2035, including one 25-year renewal option. The annual rent at December 31, 2010 was $24,046, increasing by an average of 2% each year.
(5)	Owned by the tenant.
(6)	CoolSprings Crossing - Space is owned by SM Newco Franklin LLC, an affiliate of Developers Diversified, and subleased to HH Gregg and Whole Foods.
(7)	Frontier Square - Space is owned by 1639 11th Street Associates and subleased to PETCO, Ross, and TJ Maxx.
(8)	Hamilton Crossing - Space is owned by Schottenstein Property Group and subleased to HomeGoods and Michaels.
(9)	Madison Plaza - Space is owned by SM Newco Huntsville LLC, an affiliate of Developers Diversified, and subleased to HH Gregg.
(10)	Westmoreland Crossing - Space is owned by Schottenstein Property Group and subleased to Michaels and T.J. Maxx.
(11)	Chapel Hill Suburban, The Shoppes at St. Clair Square and Westmoreland Crossing: These properties are presented on a consolidated basis in our financial statements; See Note 3 of the Notes to Consolidated Financial Statements in Part IV, Item 15.

Associated Centers Lease Expirations

The following table summarizes the scheduled lease expirations for Associated Center tenants in occupancy as of December 31, 2010:

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Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as % of Total Leased GLA (3)
2011		20	$	1,573,000		131,000	$	12.01		3.8	%		4.4	%
2012		42		4,132,000		353,000		11.71		10.1	%		11.7	%
2013		41		4,065,000		309,000		13.16		9.9	%		10.3	%
2014		36		4,008,000		299,000		13.40		9.8	%		9.9	%
2015		43		5,408,000		404,000		13.39		13.2	%		13.4	%
2016		26		4,549,000		264,000		17.23		11.1	%		8.8	%
2017		21		4,219,000		329,000		12.82		10.3	%		10.9	%
2018		11		1,831,000		119,000		15.39		4.5	%		3.9	%
2019		16		2,841,000		180,000		15.78		6.9	%		6.0	%
2020		7		1,562,000		160,000		9.76		3.8	%		5.3	%

(1) Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2010 for expiring leases that were executed as of December 31, 2010.

(2) Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2010.

(3) Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2010.

Debt on Associated Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2010” included herein for information regarding any liens or encumbrances related to our Associated Centers.

Community Centers

We own a controlling interest in eight Community Centers and a non-controlling interest in four Community Centers.  Community Centers typically have less development risk because of shorter development periods and lower costs. While Community Centers generally maintain higher occupancy levels and are more stable, they typically have slower rent growth because the anchor stores’ rents are typically fixed and are for longer terms.

Community Centers are designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, or value-priced stores that attract shoppers to each center’s small shops. The tenants at our Community Centers typically offer necessities, value-oriented and convenience merchandise.

We own the land underlying the Community Centers in fee simple interest, except for Massard Crossing which is subject to long-term ground leases.

The following table sets forth certain information for each of our Community Centers at December 31, 2010:

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Community Center / Location	Year of Opening/ Most Recent Expansion		Company's Ownership			Total GLA (1)		Total Leasable GLA (2)		Percentage GLA Occupied (3)			Anchors
Cobblestone Village at Palm Coast Palm Coast, FL		2007		100	%		96,891		22,876		97	%	Belk (4)
Hammock Landing West Melbourne, FL		2009		50	%		353,760		216,759		85	%	HH Gregg, Kohl's (4), Marshall's, Michaels, PETCO, Target (4), ULTA
High Pointe Commons Harrisburg, PA		2006/2008		50	%		341,313		118,850		92	%	JC Penney (4), Target (4), Christmas Tree Shops
Massard Crossing (5) Ft. Smith, AR		2001		10	%		300,717		98,410		99	%	Goody's, TJ Maxx, WalMart (4)
Oak Hollow Square High Point, NC		1998		100	%		138,673		138,673		100	%	Harris Teeter, Stein Mart, Triad Furniture
Renaissance Center High Point, NC		2003/2007		50	%		355,396		325,596		92	%	Best Buy, Cost Plus, Nordstrom, REI,  Pier 1 imports, Toys R Us, Old Navy, ULTA,
Statesboro Crossing Statesboro, GA		2008		100	%		134,705		134,705		98	%	Books A Million, Hobby Lobby, PETCO, TJ Maxx
The Pavillion at Port Orange Port Orange, FL		2010		50	%		345,890		345,890		94	%	Belk, Hollywood Theaters, HomeGoods, Marshall's, Michaels, PETCO, ULTA
The Promenade D'Iberville, MS		2009		85	%		497,896		280,936		95	%	Best Buy, Dick's Sporting Goods, Kohl's (4), Marshall's, Michaels, Office Depot, PetSmart, Target (4), ULTA
Westridge Square Greensboro, NC		1984/1987		100	%		215,193		215,193		100	%	Harris Teeter, Kohl's
Willowbrook Plaza Houston, TX		1999		10	%		384,829		284,829		76	%	American Multi-Cinema, Finger Furniture, Lane Home Furnishings
Total Community Centers							3,165,263		2,182,717		92	%

(1)	Includes total square footage of the Anchors (whether owned or leased by the Anchor) and shops.  Does not include future expansion areas.
(2)	Includes leasable Anchors.
(3)	Includes tenants with executed leases as of December 31, 2010, and includes leased anchors.
(4)	Owned by tenant.
(5)	Massard Crossing – The land is ground leased through February 2016.  The rent for 2010 was $41,556 with a 4% annual increase through the maturity date.

Community Centers Lease Expirations

The following table summarizes the scheduled lease expirations for tenants in occupancy at Community Centers as of December 31, 2010:

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Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA(3)
2011		21	$	1,202,000		49,000	$	24.53		3.7	%		2.4	%
2012		33		2,588,000		216,000		11.98		7.9	%		10.7	%
2013		27		2,473,000		118,000		20.96		7.5	%		5.8	%
2014		49		3,676,000		158,000		23.27		11.2	%		7.8	%
2015		25		1,947,000		86,000		22.64		5.9	%		4.3	%
2016		5		614,000		107,000		5.74		1.9	%		5.3	%
2017		18		2,462,000		118,000		20.86		7.5	%		5.8	%
2018		16		3,691,000		269,000		13.72		11.2	%		13.3	%
2019		20		5,153,000		274,000		18.81		15.7	%		13.6	%
2020		14		3,570,000		235,000		15.19		10.9	%		11.7	%

(1) Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2010 for expiring leases that were executed as of December 31, 2010.

(2) Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2010.

(3)  Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2010.

Debt on Community Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2010” included herein for information regarding any liens or encumbrances related to our Community Centers.

Office Buildings

We own a controlling interest in 14 Office Buildings and a non-controlling interest in six Office Buildings.

We own a 92% interest in the 128,000 square foot office building where our corporate headquarters is located. As of December 31, 2010, we occupied 61.8% of the total square footage of the building.

The following tables set forth certain information for each of our Office Buildings at December 31, 2010:

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Office Building / Location	Year of Opening/ Most Recent Expansion		Company's Ownership			Total GLA (1)		Total Leasable GLA		Percentage GLA Occupied
840 Greenbrier Circle     Chesapeake, VA		1983		100	%		50,820		50,820		87	%
850 Greenbrier Circle     Chesapeake, VA		1984		100	%		81,318		81,318		100	%
1500 Sunday Drive     Raleigh, NC		2000		100	%		61,227		61,227		91	%
Bank of America Building     Greensboro, NC		1988		50	%		49,327		49,327		100	%
CBL Center     Chattanooga, TN		2001		92	%		128,265		128,265		97	%
CBL Center II     Chattanooga, TN		2008		92	%		77,211		77,211		86	%
First Citizens Bank Building     Greensboro, NC		1985		50	%		43,088		43,088		74	%
First National Bank Building     Greensboro, NC		1990		50	%		3,774		3,774		100	%
Friendly Center Office Building     Greensboro, NC		1972		50	%		32,262		32,262		72	%
Green Valley Office Building     Greensboro, NC		1973		50	%		27,604		27,604		57	%
Lake Pointe Office Building     Greensboro, NC		1996		100	%		88,088		88,088		89	%
Oak Branch Business Center     Greensboro, NC		1990/1995		100	%		33,622		33,622		63	%
One Oyster Point     Newport News, VA		1984		100	%		36,097		36,097		61	%
Pearland Office     Pearland, TX		2009		100	%		58,689		58,689		42	%
Peninsula Business Center I     Newport News, VA		1985		100	%		21,886		21,886		91	%
Peninsula Business Center II     Newport News, VA		1985		100	%		40,430		40,430		100	%
Richland Office Plaza     Waco, TX		1981		100	%		13,922		13,922		87	%
Suntrust Bank Building     Greensboro, NC		1998		100	%		106,959		106,959		99	%
Two Oyster Point     Newport News, VA		1985		100	%		39,283		39,283		77	%
Wachovia Office Building     Greensboro, NC		1992		50	%		12,000		12,000		100	%
Total Office Buildings							1,005,872		1,005,872		86	%

(1)  Includes total square footage of the offices.  Does not include future expansion areas.

Office Buildings Lease Expirations

The following table summarizes the scheduled lease expirations for tenants in occupancy at Office Buildings as of December 31, 2010:

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Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA (3)
2011		27	$	1,275,000		77,000	$	16.56		7.1	%		8.5	%
2012		27		2,498,000		139,000		17.97		13.8	%		15.3	%
2013		30		1,925,000		118,000		16.31		10.7	%		13.0	%
2014		10		1,479,000		89,000		16.62		8.2	%		9.8	%
2015		13		1,917,000		92,000		20.84		10.6	%		10.1	%
2016		8		3,533,000		143,000		24.71		19.6	%		15.8	%
2017		3		1,531,000		85,000		18.01		8.5	%		9.3	%
2018		3		1,994,000		58,000		34.38		11.0	%		6.4	%
2019		1		690,000		42,000		16.43		3.8	%		4.6	%
2020		1		118,000		6,000		19.67		0.7	%		0.6	%

(1) Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2010 for expiring leases that were executed as of December 31, 2010.

(2) Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2010.

(3) Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2010.

Debt on Office Buildings

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2010” included herein for information regarding any liens or encumbrances related to our Offices.

Mortgages

We own eight mortgages, seven of which are collateralized by first mortgages and one of which is collateralized by a wrap-around mortgage on the underlying real estate and related improvements. The mortgages are more fully described on Schedule IV in Part IV of this report.

Mortgage Loans Outstanding at December 31, 2010 (in thousands):

Property	Our Ownership Interest			Stated Interest Rate			Principal Balance as of 12/31/10 (1)		Annual Debt Service		Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity		Open to Prepayment Date (2)
Consolidated Debt
Malls:
Alamance Crossing		100	%		1.51	%		52,183	$	788	Sep-11	-	$	52,183	Open	(4	)
Arbor Place		100	%		6.51	%		66,936		6,610	Jul-12	-		63,397	Open
Asheville Mall		100	%		6.98	%		62,141		5,677	Sep-11	-		61,229	Open	(11	)
Brookfield Square		100	%		5.08	%		96,362		6,822	Nov-15	-		85,601	Open
Burnsville Center		100	%		6.00	%		82,395		6,417	Jul-20	-		63,589	Jul-13
Cary Towne Center		100	%		8.50	%		63,441		6,898	Mar-17	-		45,114	Open	(11	)
Chapel Hill Mall *		100	%		6.10	%		72,537		5,599	Aug-16	-		64,609	Open
CherryVale Mall		100	%		5.00	%		86,029		6,055	Oct-15	-		76,647	Open
Chesterfield Mall *		100	%		5.74	%		140,000		8,344	Sep-16	-		140,000	Open
Citadel Mall		100	%		5.68	%		71,318		5,226	Apr-17	-		62,525	Open
Columbia Place		100	%		5.45	%		28,322		2,493	Sep-13	-		25,512	Open
CoolSprings Galleria		100	%		6.98	%		113,664		10,683	May-18	-		87,037	Jun-13
Cross Creek Mall		100	%		7.40	%		57,981		5,401	Apr-12	-		56,520	Open
East Towne Mall		100	%		5.00	%		73,340		5,153	Nov-15	-		65,231	Open
Eastland Mall		100	%		5.85	%		59,400		3,475	Dec-15	-		59,400	Open
Fashion Square		100	%		6.51	%		51,249		5,061	Jul-12	-		48,540	Open

40

Property	Our Ownership Interest		Stated Interest Rate		Principal Balance as of 12/31/10 (1)	Annual Debt Service	Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity	Open to Prepayment Date (2)
Fayette Mall	100	%	7.00	%	85,045	7,824	Jul-11	-	84,096	Open
Greenbrier Mall *	100	%	5.91	%	79,910	6,055	Aug-16	-	71,111	Open
Hamilton Place	90	%	5.86	%	109,938	8,292	Aug-16	-	97,757	Open
Hanes Mall	100	%	6.99	%	160,231	13,080	Oct-18	-	140,968	Open
Hickory Hollow Mall	100	%	6.00	%	28,786	4,630	Oct-18	-	-	Open	(5)
Hickory Point Mall	100	%	5.85	%	30,790	2,347	Dec-15	-	27,690	Open

Honey Creek Mall	100	%	8.00	%	32,577	3,373	Jul-19	-	23,290	Open	(6	)
Janesville Mall	100	%	8.38	%	7,868	1,857	Apr-16	-	-	Open
Jefferson Mall	100	%	6.51	%	37,287	3,682	Jul-12	-	35,316	Open
Laurel Park Place	100	%	8.50	%	46,258	4,985	Dec-12	-	44,096	Open
Layton Hills Mall	100	%	5.66	%	101,930	7,453	Apr-17	-	89,327	Open
Mall del Norte	100	%	5.04	%	113,400	5,715	Dec-14	-	113,400	Open
Mall of Acadiana *	100	%	5.67	%	142,617	10,435	Apr-17	-	124,998	Open
Mid Rivers Mall *	100	%	7.24	%	78,748	5,701	Jul-11	-	78,748	Open
Midland Mall	100	%	6.10	%	35,797	2,763	Aug-16	-	31,885	Open
Monroeville Mall	100	%	5.73	%	113,765	10,363	Jan-13	-	105,507	Open
Northpark Mall	100	%	5.75	%	36,063	3,171	Mar-14	-	32,250	Open
Northwoods Mall	100	%	6.51	%	53,384	5,271	Jul-12	-	50,562	Open
Oak Hollow Mall	75	%	2.00	%	39,484	4,709	Feb-12	-	37,549	Open
Oak Park Mall	100	%	5.85	%	275,700	16,128	Dec-15	-	275,700	Open
Old Hickory Mall	100	%	6.51	%	29,567	2,920	Jul-12	-	28,004	Open
Panama City Mall	100	%	7.30	%	36,495	3,373	Aug-11	-	36,089	Open
Parkway Place	100	%	6.50	%	41,717	3,403	Jul-20	-	32,660	Jul-13
Pearland Office	100	%	2.71	%	7,562	205	Jul-11	Jul-12	7,562	Open	(4	)
Pearland Town Center	100	%	2.71	%	126,321	3,423	Jul-11	Jul-12	126,321	Open	(4	)
Randolph Mall	100	%	6.50	%	12,891	1,272	Jul-12	-	12,209	Open
Regency Mall	100	%	6.51	%	29,238	2,887	Jul-12	-	27,693	Open
RiverGate Mall	100	%	2.51	%	87,500	2,196	Sep-11	Sep-13	87,500	Open
South County Center *	100	%	4.96	%	75,791	5,515	Oct-13	-	70,625	Open
Southpark Mall	100	%	7.00	%	32,229	3,308	May-12	-	30,763	Open
St. Clair Square *	100	%	4.53	%	70,875	4,711	Jan-15	-	64,500	Open	(12	)
Valley View Mall	100	%	6.50	%	64,561	5,267	Jul-20	-	50,547	Jul-13
Volusia Mall	100	%	8.00	%	56,040	5,802	Jul-19	-	40,063	Open	(6	)
West County Center*	100	%	5.19	%	148,949	11,189	Apr-13	-	140,958	Open
West County Center - restaurant village*	100	%	1.26	%	29,424	371	Mar-11	Mar-13	29,424	Open	(4	)
West Towne Mall	100	%	5.00	%	103,592	7,279	Nov-15	-	92,139	Open
WestGate Mall	100	%	6.50	%	46,310	4,570	Jul-12	-	43,860	Open
Westmoreland Mall *	100	%	5.05	%	68,915	5,993	Mar-13	-	63,175	Open
					3,854,853	292,220			3,505,476
Associated Centers:
The Courtyard at Hickory Hollow	100	%	6.00	%	1,663	267	Oct-18	-	-	Open	(5	)
EastGate Crossing	100	%	5.66	%	15,875	1,159	May-17	-	13,862	Open
Hamilton Corner	90	%	5.67	%	16,159	1,183	Apr-17	-	14,341	Open
The Landing at Arbor Place	100	%	6.51	%	7,556	746	Jul-12	-	7,157	Open
The Plaza at Fayette	100	%	5.67	%	42,102	3,081	Apr-17	-	36,819	Open
The Shoppes at St. Clair *	100	%	5.67	%	21,337	1,562	Apr-17	-	18,702	Open
The Terrace	92	%	7.25	%	14,693	1,284	Jun-20	-	10,814	Open
					119,385	9,282			101,695
Community Centers:
Massard Crossing, Pemberton Plaza      and Willowbrook Plaza	10	%	7.54	%	34,961	3,264	Feb-12	-	34,230	Open	(7	)
The Promenade	85	%	2.13	%	64,265	1,369	Mar-11	Mar-12	64,265	Open	(4	)
Southaven Towne Center	100	%	5.50	%	43,366	3,134	Jan-17	-	37,969	Open	(4	)
Statesboro Crossing	50	%	1.26	%	15,002	189	Feb-11	Feb-13	15,002	Open
					157,594	7,956			151,466

41

 

Property	Our Ownership Interest			Stated Interest Rate			Principal Balance as of 12/31/10 (1)		Annual Debt Service		Maturity Date	Optional Extended Maturity Date	Balloon Payment Due on Maturity		Open to Prepayment Date (2)
Office Buildings:
CBL Center	92		%	6.25		%	13,139		1,108		Aug-12	-	12,662		Open
CBL Center II	92		%	4.50		%	11,599		522		Aug-11	-	11,599		Open	(4	)
							24,738		1,630				24,261
Credit Facilities:
Secured Credit Facility - $525,000 capacity		100	%		5.25	%		75,124		3,944	Feb-12	Feb-13		75,124	Open
Secured Credit Facility - $520,000 capacity		100	%		3.10	%		518,920		16,087	Aug-11	Apr-14		518,920	Open
Secured Credit Facility - $105,000 capacity		100	%		4.50	%		4,200		189	Jun-12	-		4,200	Open
Unsecured term facility - General		100	%		1.92	%		228,000		4,378	Apr-11	Apr-13		228,000	Open
Unsecured term facility - Starmount		100	%		1.39	%		209,494		2,912	Nov-11	Nov-12		209,494	Open
								1,035,738		27,510				1,035,738
Construction Properties:
Alamance West		100	%		3.26	%		582		19	Dec-13	Dec-15		582	Open	(4	)
The Forum at Grandview - Land		75	%		3.76	%		1,800		68	Sep-12	Sep-13		1,800	Open	(4	)
The Forum at Grandview		75	%		3.26	%		9,741		318	Sep-13	Sep-14		9,741	Open	(4	)
The Outlet Shoppes at Oklahoma City		75	%		3.27	%		2,413		79	Dec-13	Dec-15		2,413	Open	(4	)
								14,536		484				14,536
Unamortized Premiums (Discounts)								2,903		-				-		(8	)
Total Consolidated Debt							$	5,209,747	$	339,082			$	4,833,172
Unconsolidated Debt:
Bank of America Building		50	%		5.33	%		9,250		493	Apr-13	-		9,250	Open
Coastal Grand-Myrtle Beach		50	%		5.09	%		85,633		7,078	Oct-14	-		74,423	Open	(3	)
First Citizens Bank Building		50	%		5.33	%		5,110		272	Apr-13	-		5,110	Open
First National Bank Building		50	%		5.33	%		809		43	Apr-13	-		809	Open
Friendly Center Office Building		50	%		5.33	%		2,199		264	Apr-13	-		4,949	Open
Friendly Shopping Center		50	%		5.33	%		77,625		4,137	Apr-13	-		77,625	Open
Governor's Square Mall		48	%		8.23	%		24,552		3,476	Sep-16	-		14,144	Open
Green Valley Office Building		50	%		5.33	%		1,941		103	Apr-13	-		1,941	Open
Gulf Coast Town Center (Phase I)		50	%		5.60	%		190,800		10,685	Jul-17	-		190,800	Open
Gulf Coast Town Center (Phase III)		50	%		1.76	%		11,561		203	Apr-11	Apr-12		11,561	Open	(4	)(10)
Hammock Landing (Phase I)		50	%		4.50	%		42,334		1,905	Aug-11	Aug-13		42,334	Open	(4	)(10)
Hammock Landing (Phase II)		50	%		2.26	%		3,276		74	Aug-11	-		3,276	Open	(4	)(10)
High Pointe Commons (Phase I)		50	%		5.74	%		14,592		1,211	May-17	-		12,068	Open
High Pointe Commons (Phase II)		50	%		6.10	%		5,820		481	Jul-17	-		4,807	Open
Imperial Valley Mall		60	%		4.99	%		54,900		3,859	Sep-15	-		49,019	Open
Kentucky Oaks Mall		50	%		5.27	%		26,406		2,429	Jan-17	-		19,223	Open
Renaissance Center (Phase I)		50	%		5.61	%		35,009		2,569	Jul-16	-		31,297	Open
Renaissance Center (Phase II)		50	%		5.22	%		15,700		820	Apr-13	-		15,700	Open
Summit Fair		27	%		4.00	%		80,437		3,217	Jul-12	-		80,437	Open	(4	)(9)
The Pavilion at Port Orange		50	%		4.50	%		69,363		3,121	Dec-11	Dec-13		69,363	Open	(4	)(10)
The Shops at Friendly Center		50	%		5.90	%		42,592		3,203	Jan-17	-		37,639	Open
Triangle Town Center		50	%		5.74	%		190,553		14,367	Dec-15	-		170,715	Open
Wachovia Office Building		50	%		5.33	%		3,066		163	Apr-13	-		3,066	Open
York Town Center		50	%		1.51	%		40,075		605	Oct-11	-		40,075	Open	(4	)
Total Unconsolidated Debt							$	1,033,603	$	64,778			$	969,631
Total Consolidated and Unconsolidated Debt							$	6,243,350	$	403,860			$	5,802,803
Company's Pro-Rata Share of Total Debt							$	5,750,555	$	425,554						(13	)

42

*      Properties owned in a Joint Venture of which common stock is owned 100% by CBL.
(1)   The amount listed includes 100% of the loan amount even though the Company may have less than a 100% ownership interest in the property.
(2)   Prepayment premium is based on yield maintenance or defeasance.
(3)   The amounts shown represent a first mortgage securing the property.  In addition to the first mortgage, there is also $18,000 of B-notes that are payable         to the Company and its joint venture partner, each of which hold $9,000 for Coastal Grand - Myrtle Beach.
(4)   The interest rate is variable at various spreads over LIBOR priced at the rates in effect at December 31, 2010.  The note is prepayable at any time without prepayment         penalty.
(5)   The mortgages are cross-collateralized and cross-defaulted and the loan is prepayable at any time without prepayment penalty.
(6)   The mortgages are cross-collateralized and cross-defaulted.
(7)   The mortgages are cross-collateralized and cross-defaulted.
(8)   Represents premiums related to debt assumed to acquire real estate assets, which had stated interest rates that were above or below the estimated market rates for similar debt instruments at the respective acquisition dates.
(9)   The Company has guaranteed 27%, up to a maximum of $24,379, of the outstanding balance of this construction financing.
(10) The Company owns less than 100% of the property but guarantees 100% of the debt.
(11) Commencing on April 5, 2009, Cary Towne Center has 30 monthly installments of $997 for principal and interest of which $400 represents additional payment of principal through September 5, 2011.  Subsequent monthly installments of principal and interest shall be reduced to $575 beginning on October 5, 2011. This mortagage is cross-defaulted with the mortgage on Asheville Mall.
(12) The Company has entered into an interest rate cap on a notional amount of $72,000, amortizing to $69,375 over the term of the cap, related to st. Clair Square to limit the maximum interest rate that may be applied to the variable-rate loan to 7.00%.  The cap terminates in January 2012.
(13  Represents the Company's pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center properties.
The following is a reconciliation of consolidated debt to the Company's pro rata share of total debt:
Total consolidated debt	$	5,209,747
Noncontrolling interests' share of consolidated debt		(25,636	)
Company's share of unconsolidated debt		566,444
Company's pro rata share of total debt	$	5,750,555

     The following Properties have been pledged as collateral for our secured lines of credit:

43

 

Property	Location
Bonita Crossing	Meridian, MS
Bonita Lakes Mall	Meridian, MS
Brookfield Square (1)	Brookfield, WI
Citadel Mall (1)	Charleston, SC
College Square	Morristown, TN
CoolSprings Crossing	Nashville, TN
The District at Monroeville	Pittsburgh, PA
EastGate Mall	Cincinnati, OH
Foothills Mall (1)	Maryville, TN
Foothills Plaza	Maryville, TN
Frontier Mall	Cheyenne, WY
Frontier Square	Cheyenne, WY
Georgia Square	Athens, GA
Georgia Square Plaza	Athens, GA
Gunbarrel Pointe	Chattanooga, TN
Hamilton Crossing	Chattanooga, TN
Harford Annex	Bel Air, MD
Harford Mall	Bel Air, MD
The Lakes Mall	Muskegon, MI
Lakeshore Mall	Sebring, FL
Madison Plaza	Huntsville, AL
Madison Square	Huntsville, AL
Mall del Norte (1)	Laredo, TX
Meridian Mall	Lansing, MI
Park Plaza Mall	Little Rock, AR
Parkdale Crossing	Beaumont, TX
Parkdale Mall	Beaumont, TX
Post Oak Mall	College Station, TX
Richland Mall	Waco, TX
Richland Office Plaza	Waco, TX
River Ridge Mall	Lynchburg, VA
The Shoppes at Hamilton Place	Chattanooga, TN
The Shoppes at Panama City	Panama City, FL
Stroud Mall	Stroudsburg, PA
Sunrise Commons	Brownsville, TX
Sunrise Mall	Brownsville, TX
Turtle Creek Mall	Hattiesburg, MS
Walnut Square	Dalton, GA
WestGate Crossing	Spartanburg, SC
West Towne Crossing	Madison, WI
York Galleria	York, PA
(1)   Only certain parcels at these Properties have been pledged as collateral

Other than our property-specific mortgage or construction loans and secured lines of credit, there are no material liens or encumbrances on our Properties.

ITEM 3. LEGAL PROCEEDINGS

We are currently involved in certain litigation that arises in the ordinary course of our business. We believe that the pending litigation will not materially affect our financial position or results of operations.

ITEM 4. (REMOVED AND RESERVED)

44

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common stock of CBL & Associates Properties, Inc. is traded on the New York Stock Exchange.  The stock symbol is “CBL”. Quarterly sale prices and dividends paid per share of Common stock are as follows:

	Market Price
Quarter Ended	High		Low		Dividend
2010
March 31	$	15.56	$	9.21	$	0.200
June 30	$	16.59	$	12.19	$	0.200
September 30	$	14.77	$	11.03	$	0.200
December 31	$	19.00	$	12.98	$	0.200
2009
March 31	$	8.90	$	1.92	$	0.370
June 30	$	8.27	$	2.16	$	0.110
September 30	$	11.17	$	4.10	$	0.050
December 31	$	10.69	$	7.60	$	0.050

There were approximately 813 shareholders of record for our common stock as of February 9, 2011.

Future dividend distributions are subject to our actual results of operations, economic conditions, issuances of common stock and such other factors as our board of directors deems relevant. Our actual results of operations will be affected by a number of factors, including the revenues received from the Properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the anchors and tenants at the Properties to meet their obligations for payment of rents and tenant reimbursements.

See Part III, Item 12 contained herein for information regarding securities authorized for issuance under equity compensation plans.

The following table presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2010:

Period		Total Number of Shares Purchased (1)		Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of a Publicly Announced Plan		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
	Oct. 1–31, 2010		—	$	—		—	$	—
	Nov. 1–30, 2010		73		18.20		—		—
	Dec. 1–31, 2010		—		—		—		—
	Total		73	$	18.20		—	$	—

(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 issued under the CBL & Associates Properties, Inc. Amended and Restated Stock Incentive Plan, as amended.
(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.

45

ITEM 6. SELECTED FINANCIAL DATA

    (In thousands, except per share data)
 

	Year Ended December 31, (1)
	2010			2009			2008			2007			2006
Total revenues	$	1,071,804		$	1,082,279		$	1,132,174		$	1,036,163		$	993,139
Total operating expenses		(701,302	)		(802,272	)		(756,505	)		(612,023	)		(579,380	)
Income from operations		370,502			280,007			375,669			424,140			413,759
Interest and other income		3,873			5,211			10,076			10,905			9,084
Interest expense		(286,579	)		(292,826	)		(311,710	)		(286,455	)		(256,824	)
Loss on extinguishment of debt		-			(601	)		-			(227	)		(935	)
Gain (loss) on investments		888			(9,260	)		(17,181	)		(18,456	)		-
Gain on sales of real estate assets		2,887			3,820			10,865			15,570			14,505
Equity in earnings (losses) of unconsolidated affiliates		(188	)		5,489			2,831			3,502			5,295
Income tax benefit (provision)		6,417			1,222			(13,495	)		(8,390	)		(5,902	)
Income (loss) from continuing operations		97,800			(6,938	)		57,055			140,589			178,982
Discontinued operations		370			(127	)		5,986			7,019			12,978
Net income (loss)		98,170			(7,065	)		63,041			147,608			191,960
Net (income) loss attributable to noncontrolling interests in:
Operating partnership		(11,018	)		17,845			(7,495	)		(46,246	)		(70,323	)
Other consolidated subsidiaries		(25,001	)		(25,769	)		(23,959	)		(12,215	)		(4,136	)
Net income (loss) attributable to the Company		62,151			(14,989	)		31,587			89,147			117,501
Preferred dividends		(32,619	)		(21,818	)		(21,819	)		(29,775	)		(30,568	)
Net income (loss) available to common shareholders	$	29,532		$	(36,807	)	$	9,768		$	59,372		$	86,933
Basic per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.21		$	(0.35	)	$	0.10		$	0.84		$	1.24
Net income (loss) attributable to common shareholders	$	0.21		$	(0.35	)	$	0.15		$	0.90		$	1.35
Weighted average shares outstanding		138,375			106,366			66,313			65,694			64,329
Diluted per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.21		$	(0.35	)	$	0.10		$	0.84		$	1.21
Net income (loss) attributable to common shareholders	$	0.21		$	(0.35	)	$	0.15		$	0.90		$	1.32
Weighted average common and potential dilutive common shares outstanding		138,416			106,366			66,418			66,190			65,652
Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	29,263		$	(36,721	)	$	6,374		$	55,409		$	79,730
Discontinued operations		269			(86	)		3,394			3,963			7,203
Net income (loss) attributable to common shareholders	$	29,532		$	(36,807	)	$	9,768		$	59,372		$	86,933
Dividends declared per common share	$	0.80		$	0.58		$	2.01		$	2.06		$	1.88
	December 31,
		2010			2009			2008			2007			2006
BALANCE SHEET DATA:
Net investment in real estate assets	$	6,890,137		$	7,095,035		$	7,321,480		$	7,402,278		$	6,094,251
Total assets		7,506,554			7,729,110			8,034,335			8,105,047			6,518,810
Total mortgage and other indebtedness		5,209,747			5,616,139			6,095,676			5,869,318			4,564,535
Redeemable noncontrolling interests		458,213			444,259			439,672			463,445			73,245
Shareholders’ equity:
Redeemable preferred stock		23			12			12			12			32
Other shareholders’ equity		1,300,315			1,117,884			788,512			895,171			1,030,712
Total shareholders’ equity		1,300,338			1,117,896			788,524			895,183			1,030,744
Noncontrolling interests		223,605			302,483			380,472			482,217			540,317
Total equity	$	1,523,943		$	1,420,379		$	1,168,996		$	1,377,400		$	1,571,061
	Year Ended December 31,
		2010			2009			2008			2007			2006
OTHER DATA:
Cash flows provided by (used in):
Operating activities	$	429,792		$	431,638		$	419,093		$	470,279		$	388,911
Investing activities		(5,558	)		(160,302	)		(360,601	)		(1,103,121	)		(347,239	)
Financing activities		(421,400	)		(275,834	)		(71,512	)		669,968			(41,810	)
Funds From Operations (FFO)  of the Operating  Partnership (2)		354,601			282,206			376,273			361,528			390,089
FFO allocable to Company  shareholders		258,256			190,066			213,347			204,119			216,499

46

(1) Please refer to Notes 2, 3 and 5 to the consolidated financial statements for a description of impairment charges, acquisitions and joint venture transactions that have impacted the comparability of the financial information presented.  Also, please refer to Note 4 to the consolidated financial statements for a description of discontinued operations that resulted in revisions to certain amounts previously reported.

(2) Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for the definition of FFO, which does not represent cash flows from operations as defined by accounting principles generally accepted in the United States and is not necessarily indicative of the cash available to fund all cash requirements.  A reconciliation of FFO to net income (loss) attributable to common shareholders is presented on page 70.

ITEM 7. 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 annual report. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the consolidated financial statements.

Executive Overview

We are a self-managed, self-administered, fully integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air centers, community centers and office properties. Our shopping centers are located in 26 states, but are primarily in the southeastern and midwestern United States.  We have elected to be taxed as a REIT for federal income tax purposes.

As of December 31, 2010, we owned controlling interests in 76 regional malls/open-air centers, 30 associated centers (each adjacent to a regional shopping mall), eight community centers and 14 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 December 31, 2010, we owned non-controlling interests in seven regional malls, four associated centers, four 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 controlling interests in one o pen-air center expansion, one community center expansion, and one outlet center, owned in a 75/25 joint venture, under construction at December 31, 2010. We also hold options to acquire certain development properties owned by third parties.

Throughout 2010, we have focused on stabilizing the operating income of each of our existing Properties and lowering our leverage levels.  We are pleased that our results for this year reflect significant progress in these areas.  Our stabilized mall portfolio occupancy level increased 160 basis points in 2010 over the prior year and we completed lease signings for more than 4.4 million square feet of space in our operating portfolio.  Same-store sales per square foot for stabilized mall tenants 10,000 square feet or less for 2010 increased 2.5% over the prior year.

During 2010, we achieved attractive pricing on the disposition of several non-core shopping centers, generating cash to pay down variable-rate recourse debt.  We also completed two preferred stock offerings in 2010 that raised approximately $232.3 million, after underwriting costs and related expenses.  These transactions have substantially contributed to the reduction of approximately $435.2 million in our overall debt level at December 31, 2010 as compared to December 31, 2009.  These accomplishments emphasize the strength of our Company and validate our strategic focus.

Our Funds From Operations (“FFO”) for the year ended December 31, 2010 increased $72.4 million compared to the prior year.  FFO was positively impacted by a decrease of $74.7 million in impairment charges related to our operating Properties compared to the prior year.  FFO is a key performance measure for real estate companies.  Please see the more detailed discussion of this measure on page 70.

The past two years have been challenging for the retail real estate environment.  However, we have begun to see signs of economic improvement in the retail sector and we are optimistic that these trends will continue.  While we have concentrated on stabilizing the operating income of each of our existing Properties in the recent past, we now look forward in 2011 to producing growth in operating income.  We are focused on increasing our

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gains in occupancy and improving lease spreads, as well as specialty leasing and branding.  With a full year of positive sales growth behind us, we expect to see modest sales increases continue throughout the coming year.  We anticipate that this will enhance the current leasing environment and are encouraged that we will begin to see positive traction in our renewal spreads.  We believe CBL is emerging from the past recession as a stronger company and we are confident that 2011 will be a productive year for our organization.

Results of Operations

Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009

Properties that were in operation for the entire year during both 2010 and 2009 are referred to as the “2010 Comparable Properties.”Since January 1, 2009, we have acquired or opened a total of six community centers as follows:

Property	Location	Date Acquired / Opened
New Developments:
Hammock Landing (1)	West Melbourne, FL	April 2009
Summit Fair (2)	Lee’s Summit, MO	August 2009
Settlers Ridge (Phase I) (3)	Robinson Township, PA	October 2009
The Promenade	D’Iberville, MS	October 2009
The Pavilion at Port Orange (Phase I and Phase 1A) (1)	Port Orange, FL	March 2010
The Forum at Grandview (Phase I)	Madison, MS	November 2010

(1)	These Properties represent 50/50 joint ventures that are accounted for using the equity method of accounting and are included in equity in earnings (losses) of unconsolidated affiliates in the accompanying consolidated statements of operations.
(2)	CBL’s interest represents cost of the land underlying the project for which it will receive ground rent and a percentage of the net operating cash flows.
(3)	This Property was sold in December 2010 and is included in Discontinued Operations.

      Of these Properties, two community centers, The Promenade and The Forum at Grandview, are included in the Company’s operations on a consolidated basis.  In addition to the above Properties, in October 2010, we purchased the remaining 50% interest in Parkway Place in Huntsville, AL, from our joint venture partner.  The results of operations of this Property, previously accounted for using the equity method of accounting, are included in the Company’s operations on a consolidated basis beginning October 1, 2010.  The Promenade, The Forum at Grandview and Parkway Place are collectively referred to as the “2010 New Properties”.  The transactions related to the 2010 New Propertie s impact the comparison of the results of operations for the year ended December 31, 2010 to the results of operations for the year ended December 31, 2009.

Revenues

Total revenues declined by $10.5 million for 2010 compared to the prior year.  Rental revenues and tenant reimbursements declined by $10.5 million due to a decrease of $14.6 million from the 2010 Comparable Properties, partially offset by an increase of $4.1 million from the 2010 New Properties.  The decrease in revenues of the 2010 Comparable Properties was primarily driven by declines of $9.8 million in tenant reimbursements and $4.7 million in lease termination fees.  Tenant reimbursements have decreased primarily due to certain tenants converting their lease payment terms to percentage in lieu or base rent.  Tenant reimbursements have also been impacted by negative leasing spreads over the past year.

Our cost recovery ratio decreased to 101.9% for 2010 from 102.3% for 2009 primarily due to the decline in tenant reimbursements discussed above.

The decrease in management, development and leasing fees of $1.0 million was mainly attributable to lower development fee income due to the completion in 2009 or early 2010 of certain joint venture developments that were under construction during the prior year period.

Other revenues increased $1.0 million primarily due to higher revenues related to our subsidiary that provides security and maintenance services to third parties.

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Operating Expenses

Total expenses decreased $101.0 million for 2010 compared to the prior year, primarily as a result of a decrease of $74.7 million in loss on impairment of real estate, as discussed further below.  Property operating expenses, including real estate taxes and maintenance and repairs, decreased $8.0 million due to lower expenses of $7.2 million related to the 2010 Comparable Properties and $0.8 million related to the 2010 New Properties. The decrease in property operating expenses of the Comparable Properties is primarily attributable to reductions of $3.1 million in promotion-related costs, $2.1 million in bad debt expense, $1.8 million in contracted security and maintenance expenses and $0.9 million in state tax expense.  Property operating expenses continued to benefi t from the cost containment program that we implemented in late 2008 and 2009.  Bad debt expense decreased as a result of less store closure activity compared to the prior year.

The decrease in depreciation and amortization expense of $20.4 million resulted from a decrease of $22.5 million from the 2010 Comparable Properties, partially offset by an increase of $2.1 million related to the 2010 New Properties. The decrease attributable to the 2010 Comparable Properties is primarily due to a $13.0 million decline in depreciation expense for buildings and a $10.8 million decline in amortization of tenant allowances.  The decline in depreciation expense for buildings was primarily due to the write-off of the value of certain buildings in the prior year that were reconstructed for new tenants in 2010.  The decrease in amortization of tenant allowances was attributable to write-offs of certain unamortized tenant allowances in the prior year period r elated to several store closings.

General and administrative expenses increased $2.4 million primarily as a result of a reduction in capitalized overhead of $1.6 million coupled with an increase of $2.0 million in consulting fees and legal expenses, partially offset by a decline of $1.3 million in payroll and related expenses. As a percentage of revenues, general and administrative expenses were 4.0% in 2010 compared to 3.8% in 2009.

During the course of our normal quarterly impairment review process for the second quarter of 2010, it was determined that a write-down of the depreciated book value of Oak Hollow Mall in High Point, NC, to its estimated fair value of approximately $11.6 million was necessary.  This resulted in a non-cash loss on impairment of real estate assets of $25.4 million in 2010.  In addition, during the fourth quarter of 2010, we incurred a loss on impairment of real estate assets of $12.4 million due to a loss related to the sale of Milford Marketplace in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge in Pittsburgh, PA, a loss of $1.3 million attributable to the sale of Lakeview Pointe in Stillwater, OK, and a loss of $1.1 million related to the sale of a parcel of land.  We recorded a non-cash loss on impairment of real estate assets of $114.9 million in 2009 related to write-downs of the carrying value of three shopping center properties to their estimated fair values.  See Carrying Value of Long-Lived Assets in the Critical Accounting Policies and Estimates section herein for further discussion of impairment charges.

Other expenses decreased $0.3 million primarily due to a decrease of $1.1 million in abandoned projects expense, partially offset by higher expenses of $0.7 million related to our subsidiary that provides security and maintenance services to third parties.

Other Income and Expenses

Interest expense decreased $6.2 million in 2010 compared to the prior year primarily due to a decrease in the weighted average fixed and variable interest rates on our outstanding debt and lower overall debt levels as compared to the prior year as a result of efforts to deleverage our balance sheet, including the preferred stock offerings we completed in 2010.  This decrease was partially offset by a decline in capitalized interest due to the opening of the New Properties in 2010.

During 2010, we recorded a gain on investment of $0.9 million related to the acquisition of the remaining 50% interest in Parkway Place in Hunstville, AL from our joint venture partner. During 2009, we incurred non-cash impairment losses totaling $9.3 million.  We recorded a charge of $7.7 million on our investment in Jinsheng Group (“Jinsheng”), an established mall operating and real estate development company located in Nanjing, China, due to a decline in expected future cash flows.  The decrease was a result of declining occupancy and sales due to the then downturn of the real estate market in China.  We also recorded a $1.6 million charge related to the sale of our interest in Plaza Macaé in Macaé, Brazil to reflect the fair value o f the investment.

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During 2010, we recognized a gain on sales of real estate assets of $2.9 million related to the sale of eight parcels of land.  We recognized a gain on sales of real estate assets of $3.8 million during 2009 from the sale of six parcels of land.

Equity in earnings (losses) of unconsolidated affiliates decreased by $5.7 million during 2010 primarily due to capital transactions related to two of our joint venture Properties that are owned with the same partner.  During the third quarter of 2010, our joint venture partner contributed a significant amount of capital to one of the Properties and we received a substantial non-cash distribution from the other Property.  These capital events had a one-time negative effect due to the resulting change in the allocation of earnings based on the waterfall provisions of each joint venture agreement.

The income tax benefit of $6.4 million in 2010 primarily relates to our taxable REIT subsidiary and consists of a current tax benefit of $8.4 million, partially offset by a deferred income tax provision of $2.0 million.  During 2009, we recorded an income tax benefit of $1.2 million, consisting of a deferred tax benefit of $2.2 million, partially offset by a provision for current income taxes of $1.0 million.

We recognized a net gain from discontinued operations of $0.4 million in 2010, compared to a loss from discontinued operations of $0.1 million in 2009.  Discontinued operations for 2010 and 2009 reflect the operating results of one mall that was sold in October 2010, three community centers that were sold in December 2010 and the true up of estimated expenses to actual amounts for Properties sold during previous years.  Discontinued operations for 2010 includes a gain of $0.4 million related to the disposition of these Properties.

Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008

Properties that were in operation for the entire year during both 2009 and 2008 are referred to as the “2009 Comparable Properties.”From January 1, 2008 through December 31, 2009, we acquired or opened a total of one mall, seven community centers, and two office buildings as follows:
 

Property	Location	Date Acquired / Opened
Acquisitions:
Renaissance Center (1)	Durham, NC	February 2008
New Developments:
CBL Center II	Chattanooga, TN	January 2008
Pearland Town Center	Pearland, TX	July 2008
Pearland Office	Pearland, TX	July 2008
Plaza Macaé (2)	Macaé, Brazil	September 2008
Statesboro Crossing	Statesboro, GA	October 2008
Hammock Landing (1)	West Melbourne, FL	April 2009
Summit Fair (3)	Lee’s Summit, MO	August 2009
Settlers Ridge (Phase I) (4)	Robinson Township, PA	October 2009
The Promenade	D’Iberville, MS	October 2009

(1)	These Properties represent 50/50 joint ventures that are accounted for using the equity method of accounting and are included in equity in earnings (losses) of unconsolidated affiliates in the accompanying consolidated statements of operations.
(2)	This Property was sold in December 2009.  It represented a 60/40 joint venture that was accounted for using the equity method of accounting and was included in equity in earnings (losses) of unconsolidated affiliates in the accompanying consolidated statements of operations.
(3)	CBL’s interest represents cost of the land underlying the project for which it will receive ground rent and a percentage of the net operating cash flows.
(4)	This Property was sold in December 2010 and is included in Discontinued Operations.

Of these Properties, one mall (Pearland Town Center), two community centers (Statesboro Crossing and The Promenade), and two office buildings (CBL Center II and Pearland Office) are included in the Company’s operations on a consolidated basis (collectively referred to as the “2009 New Properties”).  The transactions related to the 2009 New Properties impact the comparison of the results of operations for the year ended December 31, 2009 to the results of operations for the year ended December 31, 2008.

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Revenues

Total revenues declined by $49.9 million for 2009 compared to 2008.  Rental revenues and tenant reimbursements declined by $41.4 million due to a decrease of $49.8 million from the 2009 Comparable Properties, partially offset by an increase of $8.4 million from the 2009 New Properties.  The decline in revenues of the 2009 Comparable Properties was primarily driven by decreases of $27.2 million in base rents, $16.0 million in tenant reimbursements, $5.0 million in net below market lease amortization and $1.5 million in lease termination fees.  Base rents and tenant reimbursements declined due to decreased occupancy in 2009 compared to 2008.

Our cost recovery ratio improved to 102.3% for 2009 from 96.3% for 2008.  While tenant reimbursements in 2009 declined from 2008 due to lower occupancy, the cost recovery ratio was positively impacted by operating expense reductions, including lower bad debt expense.

The decrease in management, development and leasing fees of $12.0 million was primarily attributable to lower management and development fee income.  Management fee income for the prior year period included a one-time fee of $8.0 million received from Centro related to a joint venture with Galileo that we exited in 2005. Development fee income decreased $4.0 million due to the completion in 2008 or early 2009 of certain joint venture developments that were under construction during 2008.

Other revenues increased $3.5 million compared to the prior year period due to higher revenues related to our subsidiary that provides security and maintenance services to third parties.

Operating Expenses

Total expenses increased $45.8 million for 2009 compared to the prior year, primarily as a result of a $114.9 million loss on impairment of real estate, as discussed further below.  Property operating expenses, including real estate taxes and maintenance and repairs, decreased $33.9 million due to a decrease of $41.6 million related to the 2009 Comparable Properties, partially offset by an increase of $57.7 million of expenses attributable to the 2009 New Properties. The decrease in property operating expenses of the Comparable Properties is primarily attributable to reductions of $11.1 million in payroll and related expenses, $9.0 million in promotion costs, $8.0 million in contracted security and maintenance services, $4.4 million in bad debt expense, $1.7 million in utilitie s expense, $1.1 million in real estate tax expense and $1.0 million in snow removal costs.  Payroll expenses declined due to our cost containment initiatives that were implemented during the latter half of 2008 which included staff reductions from centralization of certain administrative and operating functions and eliminations of certain pay increases and reductions of bonuses.  Bad debt expense decreased as a result of less store closure and bankruptcy activity compared to 2008.

The decrease in depreciation and amortization expense of $23.4 million resulted from decreases of $26.9 million from the 2009 Comparable Properties, partially offset by increases of $3.5 million from the 2009 New Properties. The decrease attributable to the 2009 Comparable Properties is due to a decline in amortization of tenant allowances compared to the prior year period. Amortization of tenant allowances attributable to the 2009 Comparable Properties in the prior year period included approximately $40.2 million of write-offs of certain tenant allowances and intangible lease assets related to early lease terminations. This decrease was partially offset by increased depreciation expense related to capital expenditures for tenant allowances and deferred maintenance since the prior-year period.

General and administrative expenses decreased $4.2 million primarily as a result of declines of $9.9 million in payroll and related expenses and $2.5 million in travel and convention expenses, partially offset by a reduction in capitalized overhead of $8.8 million. The prior year period general and administrative expenses included $3.0 million of certain benefits related to the retirement of several senior officers and severance expenses related to staff reductions.  As a percentage of revenues, general and administrative expenses were 3.8% in 2009 compared to 4.0% in 2008.

We recorded a non-cash loss on impairment of real estate assets of $114.9 million in 2009 related to write-downs of the carrying value of three shopping center properties to their estimated fair values. See Carrying

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Value of Long-Lived Assets in the Critical Accounting Polices and Estimates section herein for further discussion of these Properties and the related impairment charges.

Other expenses decreased $7.5 million primarily due to a decrease in abandoned projects expense of $10.8 million, partially offset by an increase of $3.3 million related to our subsidiary that provides security and maintenance services to third parties. The higher abandoned projects expense in 2008 was a result of our decision to forego further investments in certain projects that were in various stages of pre-development in order to preserve capital. None of the projects included in the 2008 write-offs were under construction.

Other Income and Expenses

Interest expense decreased $18.9 million primarily due to the decrease in variable interest rates for much of 2009 and lower overall debt levels as compared to the prior year period as a result of efforts to deleverage our balance sheet, including the common stock offering we completed in June 2009.

During 2009, we incurred impairment losses totaling $9.3 million.  We recorded a non-cash charge of $7.7 million on our investment in Jinsheng, an established mall operating and real estate development company located in Nanjing, China, due to a decline in expected future cash flows.  The projected decrease was a result of declining occupancy and sales due to the then downturn of the real estate market in China.  We also recorded a $1.6 million charge related to the sale of our interest in Plaza Macaé in Macaé, Brazil to reflect the fair value of the investment.  During 2008, we recorded a $17.2 million non-cash write-down related to certain investments in marketable securities.  The impairment resulted from a significant and su stained decline in the market value of the securities.

During 2009, we recognized gain on sales of real estate assets of $3.8 million from the sale of six parcels of land.  We recorded a gain on sales of real estate assets of $10.9 million in 2008 related to the sale of 13 parcels of land and one parcel of land for which the gain had previously been deferred.

Equity in earnings of unconsolidated affiliates increased by $2.7 million during 2009, primarily due to the opening of certain joint venture Properties during 2009 that were not in operation during 2008 and gains from a higher level of outparcel sales completed in 2009 by unconsolidated affiliates compared to 2008.

The income tax benefit of $1.2 million in 2009 relates to the results of our taxable REIT subsidiary and consists of a deferred tax benefit of $2.2 million, partially offset by a provision for current income taxes of $1.0 million.  During 2008, we recorded an income tax provision of $13.5 million, consisting of a provision for current and deferred income taxes of $11.6 million and $1.9 million, respectively.  The higher income tax provision for 2008 resulted from the recognition of the aforementioned $8.0 million fee income in addition to a significant amount of gains related to sales of outparcels and discontinued operations attributable to the taxable REIT subsidiary.

We recognized a loss on discontinued operations of $0.1 million in 2009, compared to income of $6.0 million in 2008. Discontinued operations for 2009 reflect the operating results of one mall and three community centers.  Discontinued operations for 2008 include operating results of $2.2 million for one mall, ten community centers and two office Properties and a gain of $3.8 million related to the disposition of seven of the community centers, the two office Properties, and an outparcel sale at one of the community centers.  Discontinued operations for 2009 and 2008 also include true-ups of estimated expenses to actual amounts for Properties sold during previous years.

Operational Review

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter.  Additionally, the malls earn most of their 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.

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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.  Pearland Town Center, which opened in July 2008, is our only non-stabilized mall as of December 31, 2010.

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

	Year Ended December 31,
	2010			2009
Malls		90.3	%		90.7	%
Associated centers		3.9	%		3.8	%
Community centers		1.6	%		1.3	%
Mortgages, office building and other		4.2	%		4.2	%

Mall store sales for the year ended December 31, 2010 on a comparable per square foot basis were $322 per square foot compared with $314 per square foot for 2009, representing an increase of 2.5%.  Holiday sales were solid, led by strong spending in November.  Several major teen retailers that had been lagging in the markets posted strong comparative sales.  We also saw encouraging results in categories such as jewelry, apparel, gifts and housewares.  While first quarter 2011 sales may be impacted in certain regions by the recent major winter storms, we expect to see modest positive sales increases continue throughout the coming year.

Occupancy

Our portfolio occupancy is summarized in the following table:
 

	December 31,
	2010			2009
Total portfolio		92.4	%		90.4	%
Total mall portfolio		92.9	%		91.3	%
Stabilized malls		93.2	%		91.6	%
Non-stabilized malls  (1)		77.3	%		76.3	%
Associated centers		91.3	%		92.5	%
Community centers		91.8	%		80.9	%
(1)   Represents occupancy for Pearland Town Center.

Leasing activity was strong throughout the year, as reflected in our occupancy increases.  We posted a 200 basis point increase in the occupancy rate for our total portfolio, compared to the prior year, with stabilized mall occupancy improving by 160 basis points over the prior year.  At December 31, 2011, we anticipate an increase in occupancy levels ranging from 75 to 100 basis points compared with the prior year.

Leasing

During 2010, we signed more than 4.8 million square feet of leases, including approximately 0.4 million square feet of development leases and approximately 4.4 million square feet of leases in our operating portfolio.  This compares with a total of approximately 5.0 million square feet of leases signed during 2009, including approximately 0.3 million square feet of development leasing and 4.7 million square feet of leases in our operating portfolio.

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

	December 31,
	2010		2009
Stabilized malls	$	29.32	$	29.35
Non-stabilized malls		26.23		27.06
Associated centers		12.04		11.75
Community centers		13.76		14.99
Office Buildings		18.14		19.10

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Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the year ended December 31, 2010 for spaces that were previously occupied are as follows:

Property Type	Square Feet		Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial			New Average Gross Rent PSF (2)		% Change Average
All Property Types (1)		2,788,111	$	37.33	$	33.50		-10.3	%	$	34.53		-7.5	%
Stabilized Malls		2,540,679		39.01		34.95		-10.4	%		36.03		-7.6	%
New leases		661,387		43.64		41.74		-4.4	%		44.02		0.9	%
Renewal leases		1,879,292		37.38		32.57		-12.9	%		33.22		-11.1	%
(1) Includes stabilized malls, associated centers, community centers and office buildings.
(2) Average gross rent does not incorporate allowable future increases for recoverable common area expenses.

For stabilized mall leasing in 2010, on a same space basis, rental rates were signed at an average decrease of 7.6% from the prior gross rent per square foot for new and renewal leases.  While we are pleased with the significant improvement over the prior year decrease of 12.4%, we are still working hard to get the lease spreads into positive territory.  We are concurrently seeking longer term leases with the deals that achieve positive rental rate growth.  However, renewal leasing spreads are still being diminished by a few disproportionately negative portfolio deals with retailers whose businesses have not yet recovered.  While these deals weigh heavily on our spreads, we evaluate each deal on its merits and make the decision in certain circumstances to preserve occupancy and rent while we wor k to replace the tenant or help their sales levels recover.

We are seeing a decreased frequency in the signing of shorter term leases in locations where space may not currently be renting at favorable rates.  We are pleased by this trend and believe this will continue throughout the year as the economy recovers.  We will also be looking to improve the rental rates on shorter term deals that we have signed over the last twelve months as they expire.  With a full year of positive sales growth and limited new retail space supply, we are optimistic about the leasing environment and are encouraged that we will begin to see positive traction in our renewal spreads.

Liquidity and Capital Resources

During 2010, we completed equity offerings in which we sold a total of 11,150,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per share.  The net proceeds, after underwriting costs and related expenses, of approximately $232.3 million were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes.  The net proceeds included accrued dividends of $3.0 million that were received as part of the offering prices.

During 2010, we sold four Properties for an aggregate sales price of $134.7 million less commissions and customary closing costs for an aggregate net sales price of $133.1 million.  We recognized a gain of approximately $0.4 million attributable to one of the Properties and an aggregate loss on impairment of real estate of $13.7 million related to the remaining three Properties.  Net proceeds from the sales were used to reduce the outstanding borrowings on our $525.0 million secured credit facility.

During the year ended December 31, 2010, we entered into financing transactions related to our pro rata share of consolidated and unconsolidated debt totaling $370.8 million secured by six operating Properties, one of which is unconsolidated.  After payment of the existing loans with principal balances totaling $304.5 million, plus accrued interest and closing costs, excess proceeds were used to pay down our secured credit facilities.

Also during the year ended December 31, 2010, we repaid six commercial mortgage-backed securities (“CMBS”) loans, each secured by an operating Property, totaling $180.3 million with borrowings from the $520.0 million credit facility.  The six operating Properties were added to the collateral pool securing that facility.  In addition, we retired a $10.9 million loan in December 2010 that was secured by an operating Property.

See Debt and Equity below for additional information.

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We derive a majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with our debt and equity sources and the availability under our lines of credit will, for the foreseeable future, provide adequate liquidity to meet our cash needs.  In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, equity offerings, joint venture investments, issuances of noncontrolling interests in our Operating Part nership, decreasing the amount of expenditures we make related to tenant construction allowances and other capital expenditures and implementing further cost containment initiatives.  We also generate revenues from sales of peripheral land at the properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.

Cash Flows From Operations

There was $50.9 million of unrestricted cash and cash equivalents as of December 31, 2010, an increase of $2.8 million from December 31, 2009.  Cash provided by operating activities during 2010, decreased $1.8 million to $429.8 million from $431.6 million during 2009.  The decrease was primarily attributable to a decline in tenant reimbursements and interest and other income, in addition to higher general and administrative expenses.  This was partially offset by a decrease in property operating expenses, interest expense and management, development and leasing fees.

Debt

The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling 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):
 

	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates		Total		Weighted Average Interest Rate (1)
December 31, 2010:
Fixed-rate debt:
Non-recourse loans on    operating properties		$	3,664,293	$	(24,708	)	$	398,154	$	4,037,739		5.83	%
Recourse term loans on operating    properties			30,449		-			-		30,449		6.00	%
Total fixed-rate debt			3,694,742		(24,708	)		398,154		4,068,188		5.83	%
Variable-rate debt:
Non-recourse term loans on operating    properties			114,625		-			20,038		134,663		3.30	%
Recourse term loans on    operating properties			350,106		(928	)		148,252		497,430		2.83	%
Construction loans			14,536		-			-		14,536		3.32	%
Secured lines of credit			598,244		-			-		598,244		3.38	%
Unsecured term loans			437,494		-			-		437,494		1.66	%
Total variable-rate debt			1,515,005		(928	)		168,290		1,682,367		2.77	%
Total		$	5,209,747	$	(25,636	)	$	566,444	$	5,750,555		4.93	%

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	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates		Total		Weighted Average Interest Rate (1)
December 31, 2009:
Fixed-rate debt:
Non-recourse loans on    operating properties		$	3,932,572	$	(23,737	)	$	404,104	$	4,312,939		5.99	%
Recourse term loans on    operating properties (2)			117,146		-			-		117,146		5.28	%
Total fixed-rate debt			4,049,718		(23,737	)		404,104		4,430,085		5.96	%
Variable-rate debt:
Recourse term loans on operating    properties			242,763		(928	)		98,708		340,543		1.97	%
Construction loans			126,958		-			88,179		215,137		3.37	%
Land loans			-					3,276		3,276		2.23	%
Secured lines of credit			759,206		-			-		759,206		4.19	%
Unsecured term loans			437,494		-			-		437,494		1.73	%
Total variable-rate debt			1,566,421		(928	)		190,163		1,755,656		3.04	%
Total		$	5,616,139	$	(24,665	)	$	594,267	$	6,185,741		5.13	%

(1)	Weighted average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
(2)	We had two interest rate swaps on notional amounts totaling $127.5 million as of December 31, 2009 related to two variable-rate loans on operating properties to effectively fix the interest rates on those loans.  Therefore, this amount is reflected in fixed-rate debt in 2009.

Of the $1,758.3 million of our pro rata share of consolidated and unconsolidated debt as of December 31, 2010 that is scheduled to mature during 2011, excluding debt premiums, we have extensions available on $1,409.7 million of debt at our option that we intend to exercise, leaving $348.6 million of debt maturities in 2011 that must be retired or refinanced, representing eight operating property loans.  We currently have term sheets executed on three of these Properties.

We are making progress in securing property-specific, non-recourse loans for the majority of the Properties included in the collateral pool of our $520.0 million secured credit facility.  We currently have term sheets executed on nine assets that are included in the collateral pool.  As we refinance these loans, we intend to use the $520.0 million secured credit facility to retire future loans maturing in 2011 and 2012, as well as to provide additional flexibility for liquidity purposes.  At December 31, 2010, we had collective availability of $551.8 million on our lines of credit.

The weighted average remaining term of our total share of consolidated and unconsolidated debt was 3.5 years and 3.7 years at December 31, 2010 and 2009, respectively. The weighted average remaining term of our pro rata share of fixed-rate debt was 4.6 years at December 31, 2010 and 2009.

As of December 31, 2010 and 2009, our pro rata share of consolidated and unconsolidated variable-rate debt represented 29.3% and 28.4%, respectively, of our total pro rata share of debt. As of December 31, 2010, our share of consolidated and unconsolidated variable-rate debt represented 17.4% of our total market capitalization (see Equity below) as compared to 21.1% as of December 31, 2009.

Secured Lines of Credit

We have three secured lines of credit that are used for mortgage retirement, working capital, construction and acquisition purposes, as well as issuances of letters of credit. Each of these lines is secured by mortgages on certain of our operating Properties. Borrowings under the secured lines of credit bear interest at LIBOR, subject to a floor of 1.50%, plus a margin ranging from 1.45% to 4.25% and had a weighted average interest rate of 3.38% at December 31, 2010. The Company also pays fees based on the amount of unused availability under its two largest secured lines of credit at an annual rate of 0.35% of unused availability. The following summarizes certain information about the secured lines of credit as of December 31, 2010 (in thousands):

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Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date
$	525,000	$	75,124	(1)	February 2012	February 2013
	520,000		518,920		August 2011	April 2014
	105,000		4,200		June 2012	N/A
$	1,150,000	$	598,244

(1)  There was an additional $7,291 outstanding on this secured line of credit as of December 31, 2010 for letters of credit.  Up to $50,000 of the capacity on this line can be used for letters of credit.

In July 2010, we closed on the extension and modification of our secured credit facility with total capacity of $105.0 million.  The facility’s maturity date was extended to June 2012 at its existing interest rate of LIBOR, subject to a floor of 1.50%, plus a margin of 300 basis points.  There were no significant changes to the facility’s debt covenants.

In October 2010, Wells Fargo Bank NA, serving as administrative agent, and the lender group of the Company’s $560.0 million secured credit facility agreed to waive the requirement that Wausau Mall be added to the collateral pool securing that facility.  As a result, the Company voluntarily reduced the total capacity of the secured line of credit to $520.0 million in order to maintain the loan-to-value ratio set forth in the credit facility agreement.

During the year ended December 31, 2010, we repaid six CMBS loans with aggregate principal balances of $180.4 million that were secured by Stroud Mall in Stroudsburg, PA, York Galleria in York, PA, Parkdale Mall and Parkdale Crossing in Beaumont, TX, WestGate Crossing in Spartanburg, SC and Park Plaza Mall in Little Rock, AR with borrowings from the $520.0 million credit facility.  The Properties were added to the collateral pool securing that facility.

We also have a secured line of credit with total capacity of $14.9 million that is used only to issue letters of credit.  There was $11.2 million outstanding under this line at December 31, 2010.

Unsecured Term Loans

In November 2010, we closed on the extension of our unsecured term loan that was obtained for the exclusive purpose of acquiring certain properties from the Starmount Company or its affiliates.  At December 31, 2010, the outstanding borrowings of $209.5 million under this loan had a weighted average interest rate of 1.39%.  We completed our acquisition of the properties in February 2008 and, as a result, no further draws can be made against the loan.  The loan’s maturity date was extended to November 2011 at its existing interest rate of LIBOR plus a margin of 0.95% to 1.40% based on our leverage ratio, as defined in the loan agreement.  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 u nsecured term loan must be used to pay down any remaining outstanding balance.  The loan has a one-year extension option, which is at our election, for an outside maturity date of November 2012.

We have an unsecured term loan with total availability of $228.0 million that bears interest at LIBOR plus a margin of 1.50% to 1.80% based on our leverage ratio, as defined in the loan agreement.  At December 31, 2010, the outstanding borrowings of $228.0 million under the unsecured term loan had a weighted average interest rate of 1.92%.  The loan matures in April 2011 and has two one-year extension options, which are at our election, for an outside maturity date of April 2013.

We have unsecured lines of credit with total availability of $6.1 million that are used only to issue letters of credit. There was $6.1 million outstanding under these lines at December 31, 2010.

The agreements to the $525.0 million and $520.0 million secured credit facilities and the two unsecured term loans described above, each with the same lead lender, contain default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods) in the event (i) there is a default in the payment of any indebtedness owed by us to any institution which is a part of the lender groups for

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the credit facilities, or (ii) there is any other type of default with respect to any indebtedness owed by us to any institution which is a part of the lender groups for the credit facilities and such lender accelerates the payment of the indebtedness owed to it as a result of such default.  The credit facility agreements provide that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under these credit facilities and those facilities with which these agreements reference cross-default provisions may be accelerated and the lenders’ commitments may be terminated.  Additionally, any default in the payment of any recourse indebtedness greater than $50.0 million or any non-recourse indebtedness greater than $100.0 million of the Company, the Operating Partnership and significant subsidiaries, as defined, regardless of whether the lending institution is a part of the lender groups for the credit facilities, will constitute an event of default under the agreements to the credit facilities.  We were not in default with regard to any of these provisions as of December 31, 2010.

Mortgages on Operating Properties

In December 2010, we retired a $10.9 million loan that was secured by Wausau Center in Wausau, WI.

During the third quarter of 2010, we closed on a $65.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.50% secured by Valley View Mall in Roanoke, VA.  The new loan replaced an existing loan with a principal balance of $40.6 million that was scheduled to mature in September 2010.  The excess proceeds received from the refinancing were used to pay down our secured credit facilities.

During the second quarter of 2010, we entered into an $83.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.00% secured by Burnsville Center in Minneapolis, MN.  The loan replaced an existing $60.7 million loan that was scheduled to mature in August 2010.  We also entered into an eight-year $115.0 million loan with a fixed interest rate of 6.98% secured by CoolSprings Galleria in Nashville, TN.  Proceeds from the new loan, plus cash on hand, were used to retire an existing loan of $120.5 million that was scheduled to mature in September 2010.  Additionally, we closed on a new ten-year $14.8 million loan with a fixed interest rate of 7.25% secured by The Terrace in Chattanooga, TN.  Excess proceeds from these financing activities were used to pay down our secured credit facilities.

In addition, we entered into a $21.0 million ten-year, non-recourse CMBS loan with a fixed interest rate of 6.50% secured by Parkway Place in Huntsville, AL.  The $21.0 million loan represented our 50% share of the total $42.0 million loan obtained on the Property.  The loan replaced an existing $51.0 million loan that was scheduled to mature in June 2010, of which our 50% share was $25.5 million.  In October 2010, we acquired our joint venture partner’s 50% ownership interest in Parkway Place and, as a result, assumed their $21.0 million share of this loan.

During the first quarter of 2010, we closed on a variable-rate $72.0 million non-recourse loan that bears interest at LIBOR plus a margin of 400 basis points secured by St. Clair Square in Fairview Heights, IL.  The new loan replaced an existing loan with a principal balance of $57.2 million.  We have an interest rate cap in place on this loan to limit the LIBOR rate to a maximum of 3.00%.  The cap matures in January 2012.  The excess proceeds received from the refinancing were used to pay down our secured credit facilities.

Subsequent to December 31, 2010, we retired a $78.7 million non-recourse loan secured by Mid Rivers Mall in Saint Charles, Missouri.

Interest Rate Hedging Instruments

In January 2010, we entered into a $72.0 million interest rate cap agreement (amortizing to $69.4 million) to hedge the risk of changes in cash flows on the borrowings of one of our Properties equal to the cap notional.  The interest rate cap protects us from increases in the hedged cash flows attributable to overall changes in 3-month LIBOR above the strike rate of the cap on the debt.  The strike rate associated with the interest rate cap is 3.00%.  The cap matures in January 2012.

The following table provides information relating to each of our hedging instruments that had been designated as hedges for GAAP accounting purposes to hedge the risk of changes in cash flows related to our interest payments as of December 31, 2010 and 2009 (dollars in thousands):

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Instrument Type	Location in Consolidated Balance Sheet	Notional Amount		Designated Benchmark Interest Rate	Strike Rate			Fair Value at 12/31/10		Fair Value at 12/31/09			Maturity Date
Cap	Intangible lease assets and other assets	$ 72,000 (amortizing to $69,375)		3-month LIBOR		3.000	%	$	3	$	-		Jan-12
Cap	Intangible lease assets and other assets		80,000	USD-SIFMA Municipal Swap Index		4.000	%		-		2		Dec-10
Pay fixed/ Receive    variable Swap	Accounts payable and accrued liabilities		40,000	1-month LIBOR		2.175	%		-		(636	)	Nov-10
Pay fixed/ Receive    variable Swap	Accounts payable and accrued liabilities		87,500	1-month LIBOR		3.600	%		-		(2,271	)	Sep-10

Equity

In March 2010, we completed an underwritten public offering of 6,300,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per depositary share.  The depositary shares were sold at $20.30 per share including accrued dividends of $0.37 per share.  The net proceeds, after underwriting costs and related expenses, of approximately $123.6 million, including accrued dividends of $2.3 million, were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes.

In October 2010, we completed an underwritten public offering of 4,400,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per depositary share.  The depositary shares were sold at $23.1954 per share including accrued dividends of $0.1485 per share.  Subsequent thereto, the underwriters of the offering exercised their option to purchase an additional 450,000 depositary shares. As a result of the exercise of this option, we sold a total of 4,850,000 depositary shares in the offering for net proceeds of approximately $108.8 million after underwriting costs and related expenses. The net proceeds included aggregate accrued dividends of $0.7 million that were received as part of the offering price. The net proc eeds were used to reduce outstanding borrowings under our credit facilities and for general corporate purposes.

Including the shares issued in these offerings, we now have 18,150,000 depositary shares outstanding, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock. The securities are redeemable at liquidation preference totaling $453.8 million, plus accrued and unpaid dividends, at any time at our option. These securities have no stated maturity, sinking fund or mandatory redemption provisions and are not convertible into any of our other securities.

During the year ended December 31, 2010, we paid dividends of $125.4 million to holders of our common stock and our preferred stock, as well as $86.1 million in distributions to the noncontrolling interest investors in our Operating Partnership and other consolidated subsidiaries.

We paid first, second and third quarter 2010 cash dividends on our common stock of $0.20 per share on April 16th, July 15th and October 15th 2010, respectively.  On December 1, 2010, we announced a fourth quarter cash dividend of $0.20 per share to be paid on January 18, 2011.  Future dividends payable will be determined by our Board of Directors based upon circumstances at the time of declaration.

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 senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities.  There is no limit to the offering price or number of securities that we may issue under this shelf registration statement.

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Our strategy is to maintain a conservative debt-to-total-market capitalization ratio in order to enhance our access to the broadest range of capital markets, both public and private. Based on our share of total consolidated and unconsolidated debt and the market value of equity, our debt-to-total-market capitalization (debt plus market value of equity) ratio was as follows at December 31, 2010 (in thousands, except stock prices):

	Shares Outstanding		Stock Price (1)		Value
Common stock and operating partnership units		190,065	$	17.50	$	3,326,138
7.75% Series C Cumulative Redeemable Preferred Stock		460		250.00		115,000
7.375% Series D Cumulative Redeemable Preferred Stock		1,815		250.00		453,750
Total market equity						3,894,888
Company’s share of total debt						5,750,555
Total market capitalization					$	9,645,443
Debt-to-total-market capitalization ratio						59.6	%

 (1) Stock price for common stock and operating partnership units equals the closing price of our common stock on December 31, 2010. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, 2010 (dollars in thousands):
 

	Payments Due By Period
	Total			Less Than 1 Year			1-3 Years			3-5 Years			More Than 5 Years
Long-term debt:
Total consolidated debt service (1)	$	6,220,535		$	1,930,026		$	1,488,984		$	1,257,810		$	1,543,715
Minority investors’ share in shopping center properties		(30,778	)		(3,272	)		(12,128	)		(2,100	)		(13,278	)
Our share of unconsolidated affiliates debt service (2)		680,785			180,254			134,087			197,215			169,229
Our share of total debt service obligations		6,870,542			2,107,008			1,610,943			1,452,925			1,699,666
Operating leases: (3)
Ground leases on consolidated properties		36,345			804			1,632			1,672			32,237
Purchase obligations: (4)
Construction contracts on consolidated properties		13,012			13,012			-			-			-
Our share of construction contracts on unconsolidated properties		1,256			1,256			-			-			-
		14,268			14,268			-			-			-
Total contractual obligations	$	6,921,155		$	2,122,080		$	1,612,575		$	1,454,597		$	1,731,903

(1)	Represents principal and interest payments due under the terms of mortgage and other indebtedness and includes $1,556,682 of variable-rate debt service on nine operating Properties, four construction loans, two secured credit facilities and two unsecured term facilities. The variable-rate loans on the operating Properties call for payments of interest only with the total principal due at maturity. The construction loans and credit facilities do not require scheduled principal payments. The future contractual obligations for all variable-rate indebtedness reflect payments of interest only throughout the term of the debt with the total outstanding principal at December 31, 2010 due at maturity. The future interest payments are projected based on the interest rates that were in effect at December 31, 2010. SeeNote 6 to the consolidated financial statements for additional information regarding the terms of long-term debt.
(2)	Includes $174,425 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in (1) above.
(3)	Obligations where we own the buildings and improvements, but lease the underlying land under long-term ground leases. The maturities of these leases range from 2014 to 2089 and generally provide for renewal options.
(4)	Represents the remaining balance to be incurred under construction contracts that had been entered into as of December 31, 2010, but were not complete. The contracts are primarily for development of Properties.

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Capital Expenditures

Including our share of unconsolidated affiliates’ capital expenditures, we spent $39.9 million during the year ended December 31, 2010 for tenant allowances, which typically generate increased rents from tenants over the terms of their leases.  Deferred maintenance expenditures were $19.9 million for the year ended December 31, 2010 and included $7.4 million for resurfacing and improved lighting of parking lots, $3.8 million for roof repairs and replacements and $8.7 million for various other capital expenditures.  Renovation expenditures were $0.3 million for the year ended December 31, 2010.

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 a portion 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.

During the recent recession, we put our renovation program on hold to retain capital flexibility.  However, we believe that it is important to reinvest in our Properties in order to enhance their dominant position in the market.  We recently announced our 2011 renovation program, which includes upgrades at four of our Properties.  Hamilton Place in Chattanooga, TN and Oak Park Mall in Kansas City (Overland Park), KS are scheduled to receive the most extensive renovations with new signage, lighting, flooring, select exterior upgrades and other improvements.  RiverGate Mall in Nashville, TN and Burnsville Center in Burnsville, MN will each receive new flooring.  In addition, RiverGate Mall will receive new soft seating for its open areas.&# 160; Our total anticipated net investment in these renovations, is approximately $15.0 million.

We completed two development projects during 2010 and have two projects under development as of December 31, 2010.  We also had one mall expansion and one community center expansion underway.

Annual capital expenditures budgets are prepared for each of our Properties that are 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.

Developments and Expansions

The following tables summarize our development projects as of December 31, 2010:

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Properties Opened During the Year Ended December 31, 2010
(Dollars in thousands)
		Total Project		CBL's Share of
Property	Location	Square Feet			Total Cost (d)	Cost to  Date (e)		Date Opened	Initial Yield
Community Center:
The Forum at Grandview (Phase I) (a)	Madison, MS		110,690	$	19,653	$	26,521	Fall-10		6.0	%*
The Pavilion at Port Orange (Phase I and Phase 1A) (b)	Port Orange, FL		494,025		67,742		61,779	Fall-09/Spring-10		7.3	%*
			604,715	$	87,395	$	88,300

Properties Under Development at December 31, 2010
(Dollars in thousands)
		Total Project		CBL's Share of
Property	Location	Square Feet		Total Cost (d)		Cost to Date (e)		Expected Opening Date	Initial Yield
Open-Air Center Expansion:
Alamance West	Burlington, NC		236,438	$	16,296	$	5,903	Fall-11		10.9	%
Community Center Expansion:
Settlers Ridge (Phase II)	Robinson Township, PA		86,617		12,370		11,038	Summer-11		9.9	%
Outlet Center:
The Outlet Shoppes at Oklahoma City (c)	Oklahoma City, OK		325,190		60,880		27,437	Fall-11		10.6	%
			648,245		89,546		44,378

(a)	The Forum at Grandview is a 75/25 joint venture.  Total cost and cost to date are reflected at 100 percent.
(b)	The Pavilion at Port Orange is a 50/50 joint venture.
(c)	The Outlet Shoppes at Oklahoma City is a 75/25 joint venture.  Total cost and cost to date are reflected at 100 percent.
(d)	Total Cost is presented net of reimbursements to be received.
(e)	Cost to Date does not reflect reimbursements until they are received.
	* Pro forma initial yields for phased projects reflect full land cost in Phase I.  Combined pro forma yields are higher than Phase I project yields.

We have one major development project currently under construction that is scheduled to open in the summer of 2011.  The Outlet Shoppes at Oklahoma City is a 75/25 joint venture outlet center project approximating 350,000 square feet in Oklahoma City, OK.  It will be the only outlet center in the state of Oklahoma and the only center of its kind within a 145 mile radius.  The center is currently more than 90% leased or committed with retailers including Saks Fifth Avenue Off 5th, Nike, Tommy Hilfiger, Banana Republic, J. Crew, Brooks Brothers and more.  There is no additional capital currently required for this project as all equity has been funded and a construction loa n is in place for the remaining development costs.

We celebrated the grand opening of the first phase of The Pavilion at Port Orange, a 492,000-square-foot-open-air development in Port Orange, FL, on March 10, 2010.  The project opened approximately 92% leased or committed with anchors including Hollywood Theaters, Belk, HomeGoods, Marshalls, Michaels, PETCO and ULTA.

On November 12, 2010, we celebrated the grand opening of the first phase of The Forum at Grandview, a 75/25 joint venture community center development in Madison, MS.  We converted our ground lease position into a 75% ownership interest in the development in the first quarter of 2010.  The 110,000-square-foot project opened 100% leased with anchors Best Buy, Dick’s Sporting Goods and Stein Mart.

During the third quarter of 2010, we began construction on the second phase of Alamance Crossing in Burlington, NC.  In 2007, we opened the first phase and have now started construction on Alamance West, a 210,000-square-foot second phase.  The project will include a wholesale club, a sporting goods store and an 80,000-square-foot fashion anchor.  Alamance West is scheduled to open in fall 2011.

Also during the third quarter of 2010, we began construction on the second phase of Settlers Ridge in Robinson Township, PA.  The 78,000-square-foot expansion of Settlers Ridge, which we opened last year, will

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include Michaels, Ross Dress for Less and an additional junior anchor.  The project is scheduled to open in spring 2011.  In December 2010, we conveyed our ownership interest in the first phase of Settlers Ridge to a third party.

We have entered into one option agreement for the development of a future shopping center.  Except for the projects presented above, we do not have any other material capital commitments as of December 31, 2010.

Acquisitions

In October 2010, we acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from our joint venture partner. The interest was acquired for total consideration of $38.8 million, which consisted of $17.8 million in cash and the assumption of the remaining $21.0 million interest in the loan secured by Parkway Place.

In October 2010, we formed a 75/25 joint venture, OK City Outlets, LLC, with Horizon Group Properties, Inc. to develop The Outlet Shoppes at Oklahoma City in Oklahoma City, OK.  The partners contributed aggregate equity of $16.2 million at formation, of which we contributed $12.1 million.  The joint venture has received a construction loan commitment of $48.9 million and we have guaranteed the entire amount for which we are entitled to receive a guaranty fee.

Dispositions

In March 2010, we closed on the sale of our 60% ownership interest in an unconsolidated condominium partnership formed for the development of a new retail center in Macapa, Brazil for a gross sales price of $1.2 million.  There was no gain or loss on the sale.

In June 2010, our 50.6% owned unconsolidated joint venture, Mall Shopping Center Company, sold Plaza del Sol in Del Rio, TX.  The joint venture recognized a gain of $1.2 million from the sale, of which our share was $0.1 million, net of the excess of our basis over our underlying equity in the amount of $0.6 million.

In October, 2010, we completed the sale of Pemberton Square, located in Vicksburg, MS, for a sales price of $1.9 million less commissions and customary closing costs for a net sales price of $1.8 million.  We recognized a gain of $0.4 million attributable to the sale.  Proceeds from the sale were used to reduce the outstanding borrowings on our $525.0 million secured credit facility.

In December, 2010, we completed the sale of Milford Marketplace, located in Milford, CT, and the conveyance of ownership interest in the first phase of Settlers Ridge, located in Robinson Township, PA, for a combined sales price of $111.8 million less commissions and customary closing costs for a net sales price of $110.7 million.  We recognized a loss on impairment of real estate of $12.4 million attributable to the sale.

In December 2010, we completed the sale of Lakeview Pointe, located in Stillwater, OK, for a sales price of $21.0 million, less commissions and customary closing costs, for a net sales price of $20.6 million.  We recognized a loss on impairment of real estate of $1.3 million attributable to the sale.

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

We have ownership interests in 16 unconsolidated affiliates as of December 31, 2010, that are described in Note 5 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 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 joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.

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§   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.

Preferred Joint Venture Units

We consolidate our investment in a joint venture, CW Joint Venture, LLC (“CWJV”), with Westfield Group (“Westfield”).  The terms of the joint venture agreement require that CWJV pay an annual preferred distribution at a rate of 5.0%, which increases to 6.0% on July 1, 2013, on the preferred liquidation value of the perpetual preferred joint venture units (“PJV units”) of CWJV that are held by Westfield.  Westfield has the right to have all or a portion of the PJV units redeemed by CWJV with property owned by CWJV, and subsequent to October 16, 2012, with either cash or property owned by CWJV, in each case for a net equity amount equal to the preferred liquidation value of the PJV units. At any time after January 1, 2013, Westfield may propose that CWJV acquire certain qualifying property that would be used to redeem the PJV units at their preferred liquidation value. If CWJV does not redeem the PJV units with such qualifying property (a “Preventing Event”), then the annual preferred distribution rate on the PJV units increases to 9.0% beginning July 1, 2013.  We will have the right, but not the obligation, to offer to redeem the PJV units after January 31, 2013 at their preferred liquidation value, plus accrued and unpaid distributions. If we fail to make such an offer, the annual preferred distribution rate on the PJV units increases to 9.0% for the period from July 1, 2013 through June 30, 2016, at which time it decreases to 6.0% if a Preventing Event has not occurred.  If, upon redemption of the PJV units, the fair value of our common stock is greater than $32.00 per share, then such excess (but in no case greater than $26.0 million in the aggregate) shall be added to the aggregate preferred liquidation value payable on account of the PJV units.
60; We account for this contingency using the method prescribed for earnings or other performance measure contingencies.  As such, should this contingency result in additional consideration to Westfield, we will record the current fair value of the consideration issued as a purchase price adjustment at the time the consideration is paid or payable.

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 partner or have the ability to increase our ownership interest.

We own a parcel of land in Lee's Summit, MO 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 $24.4 million.  The Company recorded an obligation of $0.3 million in its consolidated balance sheets as of December 31, 2010 and 2009 to reflect the estimated fair value of the guaranty.  The total amount outstanding at December 31, 2010 on the loans was $80.4 million of which the Company has guaranteed $21.7 million.

The third party developer and the lender of the loans amended the loans in June and September 2010. Pursuant to these amendments, any previous events of default were either retracted by the lender or deemed cured. The loan was further amended to, among other things, reduce the maximum amount of the loan from $116.9 million to $90.3 million, which reduced our maximum exposure under our guaranty from $31.6 million to $24.4 million. The amendments also established time parameters to achieve certain leasing thresholds as well as to require that the third party developer effect the closing of a bond issuance of at least $27.0 million on or before February 15, 2011, the net proceeds of which would be used to reduce the outstanding amount on the bond line of credit.

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The bond issuance was not completed by February 15, 2011. On February 16, 2011, the lender provided a notice to the third party developer that there was an event of default as a result of not having completed the bond issuance. The notice also provided that the lender was willing to waive the event of default and consider appropriate modifications to the loan so long as the modifications are completed no later than March 15, 2011 and that the lender will not make any demand on the guarantors of the loan, including our portion, on or before March 15, 2011, as a result of the event of default. The Company has not recorded an accrual for the contingent guaranty obligation as the Company does not believe that this contingent obligation is probable.

We have guaranteed 100% of the construction and land loans of West Melbourne I, LLC (“West Melbourne”), an unconsolidated affiliate in which we own a 50% interest, of which the maximum guaranteed amount is $50.7 million.  West Melbourne developed and, in April 2009, opened Hammock Landing, a community center in West Melbourne, FL. The total amount outstanding on the loans at December 31, 2010 was $45.6 million.  The guaranty will expire upon repayment of the debt.  The land loan, representing $3.3 million of the amount outstanding at December 31, 2010, matures in August 2011.  West Melbourne will either retire this loan at maturity or may request an extension of the maturity date.  The construction loan, representing $42.3 million of the amount outstanding at December 31, 2 010, matures in August 2011 and has two one-year extension options available.  We have recorded an obligation of $0.7 million in the accompanying condensed consolidated balance sheets as of December 31, 2010 and 2009 to reflect the estimated fair value of this guaranty.

We have guaranteed 100% of the construction loan of Port Orange I, LLC (“Port Orange”), an unconsolidated affiliate in which we own a 50% interest, of which the maximum guaranteed amount is $97.2 million.  Port Orange developed and, in March 2010, opened The Pavilion at Port Orange, a community center in Port Orange, FL. The total amount outstanding at December 31, 2010 on the loan was $69.4 million. The guaranty will expire upon repayment of debt.  The loan matures in December 2011 and has two one-year extension options available.  We have recorded an obligation of $1.1 million in the accompanying condensed consolidated balance sheets as of December 31, 2010 and 2009 to reflect the estimated fair value of this guaranty.

We have guaranteed the lease 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 $18.8 million as of December 31, 2010.  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.

We have guaranteed 100% of a construction loan of JG Gulf Coast Town Center, LLC, an unconsolidated affiliate in which we own a 50% interest, of which the maximum guaranteed amount is $11.6 million.  Proceeds from the construction loan are designated for the development of Phase III of Gulf Coast Town Center, an open-air center in Fort Myers, FL. The total amount outstanding at December 31, 2010 on the loan was $11.6 million. The guaranty will expire upon repayment of the debt.  The loan matures in April 2011 and has a one year extension option available.  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 14 to the consolidated financial statements.

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Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures.  We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared.  On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance wit h GAAP.  However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that are reasonably likely to occur could materially impact the financial statements.  Management believes that the following critical accounting policies discussed in this section reflect its more significant estimates and assumptions used in preparation of the consolidated financial statements.  We have reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.   For a discussion of our significant accounting policies, see Note 2 of the Notes to Consoli dated Financial Statements, included in Item 8 of this Annual Report on Form 10-K.

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.

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 impairment has occurred, the amount of the impairment charge is equal to the excess of the asset’s carrying value over its estimated fair value.  Our estimates of undiscounted cash flows expected to be generated by each property are based on a number of assumptions such as leasing expectations, operating budgets, estimated useful lives, future maintenance expenditures, intent to hold for use and capitalization rates, among others.  These as sumptions are

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subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analyses may not be achieved.

During the course of our normal quarterly impairment review process for the second quarter of 2010, we determined that it was appropriate to write down the depreciated book value of Oak Hollow Mall in High Point, NC, to its estimated fair value, resulting in a non-cash loss on impairment of real estate assets of $25.4 million.  The revenues of Oak Hollow Mall accounted for approximately 0.4% of total consolidated revenues for the year ended December 31, 2010.

In December 2010, we incurred losses on impairment of real estate assets totaling $14.8 million related to the following dispositions: $12.4 million related to the sale of Milford Marketplace in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge in Pittsburg, PA; $1.3 million attributable to the sale of Lakeview Pointe in Stillwater, OK; and $1.1 million related to the sale of a parcel of land.

During the course of our normal quarterly impairment review process for the fourth quarter of 2009, we determined that it was appropriate to write down the depreciated book value of three shopping centers to their estimated fair values, resulting in a non-cash loss on impairment of real estate assets of $114.9 million for the year ended December 31, 2009.  The affected shopping centers included Hickory Hollow Mall in Nashville (Antioch), TN, Pemberton Square in Vicksburg, MS, and Towne Mall in Franklin, OH.  The revenues of these shopping centers combined accounted for approximately 1.0% of total consolidated revenues for the year ended December 31, 2009.

Hickory Hollow Mall experienced declining income as a result of changes in the property-specific market conditions as well as increasing retail competition.  These declines were further exacerbated by poor economic conditions.  As a result of the estimate of projected future cash flows, we determined that a write-down of the depreciated book value from $107.4 million to an estimated fair value of $12.6 million was appropriate.  Hickory Hollow Mall generates insufficient income levels to cover the debt service on its fixed-rate recourse loan that had a balance of $28.8 million as of December 31, 2010.  We plan to continue to service the loan, which is self-liquidating, over the remaining eight-year term.

Pemberton Square and Towne Mall also experienced declining property-specific market conditions.  Due to uncertainty regarding the timing and approval of potential redevelopment projects to maximize the Properties’ cash flow positions, we determined that it was appropriate to write down Pemberton Square's depreciated book value of $7.1 million to an estimated fair value of $1.4 million as of December 31, 2009 and Towne Mall's depreciated book value of $15.8 million to an estimated fair value of $1.4 million as of December 31, 2009.  Towne Mall is currently unencumbered.  Pemberton Square was sold in October 2010.

No impairments of long-lived assets were incurred during 2008.

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 acquisition 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 valuation methods to allocate the purchase

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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.

Allowance for Doubtful Accounts

We periodically perform a detailed review of amounts due from tenants to determine if accounts receivable balances are impaired based on factors affecting the collectibility of those balances.  Our estimate of the allowance for doubtful accounts requires significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.  We recorded a provision for doubtful accounts of $2.7 million, $5.1 million and $9.0 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Investments in Unconsolidated Affiliates

We evaluate our joint venture arrangements to determine whether they should be recorded on a consolidated basis.  The percentage of ownership interest in the joint venture, an evaluation of control and whether a variable interest entity (“VIE”) exists are all considered in the consolidation assessment.

Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to our historical carryover basis in the real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of our interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to our historical carryover basis in the ownership percentage retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’ interests in the joint venture. Profit recognition assumes that we have no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.

We account for our investment in joint ventures where we own a non-controlling interest or where we are not the primary beneficiary of a VIE using the equity method of accounting. Under the equity method, our cost of investment is adjusted for our share of equity in the earnings of the unconsolidated affiliate and reduced by distributions received. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.

Any differences between the cost of our investment in an unconsolidated affiliate and our underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of our investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on our investment and our share of development and leasing fees that are paid by the unconsolidated affiliate to us for development and leasing services provided to the unconsolidated affiliate during any development periods. The net difference between our investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates is generally amortized over a period of 40 years.

On a periodic basis, we assess whether there are any indicators that the fair value of our investments in unconsolidated affiliates may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of assumptions such as future leasing expectations, operating forecasts, discount rates and capitalization

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rates, among others.  These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the fair values estimated in the impairment analyses may not be realized.

During the year ended December 31, 2009, we incurred losses on impairments of investments totaling $9.3 million.  We recorded a non-cash charge of $7.7 million in the first quarter of 2009 on our cost-method investment in Jinsheng, an established mall operating and real estate development company located in Nanjing, China, due to a decline in expected future cash flows.  The projected decrease was a result of declining occupancy and sales due to the then downturn of the real estate market in China in early 2009.  We also recorded impairment charges totaling $1.6 million related to our interest in Plaza Macaé in Macaé, Brazil to reflect the fair value of the investment upon sale.

No impairments of investments in unconsolidated affiliates were incurred during 2010 and 2008.

Recent Accounting Pronouncements

Accounting Guidance Adopted

Effective January 1, 2010, we adopted ASU No. 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements (“ASU 2010-06”).  ASU 2010-06 provides that significant transfers in or out of measurements classified as Levels 1 or 2 should be disclosed separately along with reasons for the transfers.  Information regarding purchases, sales, issuances and settlements related to measurements classified as Level 3 are also to be presented separately.  Existing disclosures have been updated to include fair value measurement disclosures for each class of assets and liabilities and information regarding the valuation techniques and inputs used to measure fair value in measurements classified as either Level s 2 or 3.  The guidance is effective for fiscal years beginning after December 15, 2009.  The adoption of this guidance did not have an impact on our condensed consolidated financial statements.

Effective January 1, 2010, we adopted ASU No. 2009-16, Transfers and Servicing: Accounting for Transfers of Financial Assets (“ASU 2009-16”).  The guidance eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional related disclosures.  The new accounting guidance is effective for fiscal years beginning after November 15, 2009.  The adoption of this guidance did not have an impact on our condensed consolidated financial statements.

Effective January 1, 2010, we adopted ASU No. 2009-17, Consolidations: Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17”).  ASU 2009-17 modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting, or similar, rights should be consolidated.  The guidance clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.  This guidance requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity.  It also requires additional disclosure about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement.  The guidance is effective for fiscal years beginning after November 15, 2009.  The adoption of this guidance did not have an impact on our condensed consolidated financial statements.

On February 24, 2010, the FASB issued ASU No. 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements (“ASU 2010-09”).  ASU 2010-09 amends the disclosure provision related to subsequent events by removing the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated.  The new accounting guidance was effective immediately and we adopted ASU No. 2010-09 upon the date of issuance.

In July 2010, the FASB issued ASU No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“ASU 2010-20”).  ASU 2010-20 requires entities to provide extensive new disclosures in their financial statements about their financing receivables, including credit risk exposures and the allowance for credit losses.  The new disclosures include information regarding credit quality,

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impaired or modified receivables, nonaccrual or past due receivables and activity related to modified receivables and the allowance for credit losses.  The disclosures are effective for the first interim or annual reporting periods ending on or after December 15, 2010, with the exception of the activity disclosures, which are effective for interim or annual reporting periods beginning on or after December 15, 2010.  The adoption of ASU 2010-20 did not have an impact on our consolidated financial statements.

Impact of Inflation and Deflation

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit.  The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand.  Restricted lending practices could impact our ability to obtain financings or refinancings for our properties and our tenants’ ability to obtain credit.  Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

Due to the economic crisis that arose primarily in the fourth quarter of 2008 when the credit and investment markets experienced dramatic declines, consumers experienced significant decreases in the prices of their equity securities investments, certain savings accounts linked to securities markets and housing values.  Decreased spending due to low consumer confidence left many businesses unprofitable, resulting in necessary cost containment measures including, but not limited to, permanent and temporary lay-offs of employees. This has resulted in one of the highest unemployment rates in recent history.  However, during late 2009, the markets seemed to stabilize and bankruptcy activity started to decline.  The credit and investment markets have been slowly, but steadily, showing signs of improvement.  ; Retailers seem to have revised their business plans to better adapt to the current economic environment and are starting to report improving margins and profitability. Holiday sales in 2010 were solid, increasing year over year.  The primary focus at this time has shifted to planning for a market recovery as we emerge from recession.

During inflationary periods, substantially all of our tenant leases 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 a fixed amount subject to annual increases for, or their share of, 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 (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (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 noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling 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 calc ulating FFO allocable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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

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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 noncontrolling 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 (loss) attributable to common shareholders.

In our reconciliation of net income (loss) attributable to common shareholders to FFO allocable to common shareholders that is presented below, we make an adjustment to add back noncontrolling interest in income (loss) 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 (excluding those operating partnership units held by subsidiaries of the Company which correspond to the outstanding common share s).

During the years ended December 31, 2010 and 2009, we recorded losses on impairment of certain real estate assets.  Considering the significance and nature of the impairments, we believe that it is important to emphasize the impact on our FFO measures for a reader to have a complete understanding of our results of operations.  Therefore, we have also presented what FFO would have been excluding these impairment charges.

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 (loss) for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.

FFO of the Operating Partnership increased 25.7% to $354.6 million for the year ended December 31, 2010 compared to $282.2 million for the prior year.  FFO in 2010 was positively impacted by a decrease in loss on impairment of real estate of $74.6 million.  This improvement was partially offset by decreased lease termination fees, base rents, gains on sales of real estate, net above and below market lease amortization and debt premium amortization.

           The reconciliation of FFO to net income (loss) attributable to common shareholders is as follows (in thousands):

	Year Ended December 31,
	2010			2009			2008
Net income (loss) attributable to common shareholders	$	29,532		$	(36,807	)	$	9,768
Noncontrolling interest in income (loss) of operating partnership		11,018			(17,845	)		7,495
Depreciation and amortization expense of:
Consolidated properties		286,465			306,928			330,326
Unconsolidated affiliates		27,445			28,826			29,987
Discontinued operations		5,307			2,754			3,041
Non-real estate assets		(4,182	)		(962	)		(1,027	)
Noncontrolling interests' share of depreciation and amortization		(605	)		(705	)		(958	)
(Gain) loss on discontinued operations		(379	)		17			(3,798	)
Income tax provision on disposal of discontinued operations		-			-			1,439
Funds from operations of the operating partnership		354,601			282,206			376,273
Loss on impairment of real estate		40,240			114,862			-
Funds from operations of the operating partnership, excluding      loss on impairment of real estate	$	394,841		$	397,068		$	376,273

The reconciliations of FFO of the operating partnership to FFO allocable to Company shareholders, including and excluding the loss on impairment of real estate, are as follows (in thousands):
 

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	Year Ended December 31,
	2010			2009			2008
Funds from operations of the operating partnership	$	354,601		$	282,206		$	376,273
Percentage allocable to common shareholders (1)		72.83	%		67.35	%		56.70	%
Funds from operations allocable to common shareholders	$	258,256		$	190,066		$	213,347
Funds from operations of the operating partnership, excluding      loss on impairment of real estate	$	394,841		$	397,068		$	376,273
Percentage allocable to common shareholders (1)		72.83	%		67.35	%		56.70	%
Funds from operations allocable to Company shareholders,      excluding loss on impairment of real estate	$	287,563		$	267,425		$	213,347

 (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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risk exposures, including interest rate risk and foreign exchange rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties.  Estimates of future performance and economic conditions are reflected assuming certain changes in interest and foreign exchange rates.  Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ.  We employ various derivative programs to manage certain portions of our market risk associated with interest rates.  See Note 6 of the notes to consolidated financial statements for fur ther discussions of the qualitative aspects of market risk, regarding derivative financial instrument activity.

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at December 31, 2010, a 0.5% increase or decrease in interest rates on variable rate debt would increase or decrease annual cash flows by approximately $4.8 million and, after the effect of capitalized interest, annual earnings by approximately $4.9 million.

Based on our proportionate share of total consolidated and unconsolidated debt at December 31, 2010, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $79.1 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $81.1 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index to Financial statements contained in Item 15 on page 77.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. 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.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of

72

the period covered by this report. Based on that evaluation, these officers concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. We assessed the effectiveness of our internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2010, we maintained effective internal control over financial reporting, as stated in our report which is included herein.

The effectiveness of our internal control over financial reporting as of December 31, 2010 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein in Item 15.

Report of Management On Internal Control Over Financial Reporting

Management of CBL & Associates Properties, Inc. and its consolidated subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

Management recognizes that there are inherent limitations in the effectiveness of internal control over financial reporting, including the potential for human error or the circumvention or overriding of internal controls.  Accordingly, even effective internal control over financial reporting cannot provide absolute assurance with respect to financial statement preparation.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  In addition, any projection of the evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the poli ces or procedures may deteriorate.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2010, the Company maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited our internal control over financial reporting as of December 31, 2010 as stated in their report which is included herein in Item 15.

/s/ Stephen D. Lebovitz	/s/ John N. Foy
Stephen D. Lebovitz, President and Chief Executive Officer	John N. Foy, Vice Chairman of the Board, Chief Financial Officer, Treasurer and Secretary
March 1, 2011	March 1, 2011
Date	Date

73

ITEM 9B. OTHER INFORMATION

On October 19, 2010, CBL & Associates Properties, Inc. (the “Company”), and its operating partnership, CBL & Associates Limited Partnership (the “Operating Partnership”), entered into a letter agreement which modified its $560.0 million secured credit facility, of which Wells Fargo Bank, National Association serves as administrative agent for the lender group. The agreement waived the requirement to add Wausau Mall to the collateral base of the credit facility and, in conjunction with this waiver, the total available under the facility was reduced to $520.0 million from $560.0 million. Additionally, the credit facility was modified to provide that all loans would be deemed revolving loans, such that the Operating Partnership may reborrow loans which are repaid.

The $520.0 million secured credit facility continues to contain default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods) in the event (i) there is a default in the payment of any indebtedness owed by the Company to any institution which is a part of the lender group for the credit facility, or (ii) there is any other type of default with respect to any indebtedness owed by the Company to any institution which is a part of the lender group for the credit facility and such lender accelerates the payment of the indebtedness owed to it as a result of such default.  The credit facility agreement provides that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under the credit facility and those facilities with which these ag reements reference cross-default provisions may be accelerated and the lenders’ commitments may be terminated.  Additionally, any default in the payment of any recourse indebtedness greater than $50.0 million or any non-recourse indebtedness greater than $100.0 million of the Company, the Operating Partnership and significant subsidiaries, as defined, regardless of whether the lending institution is a part of the lender group for the credit facility, will constitute an event of default under the credit facility.

The letter agreement containing these modifications to the credit facility is filed as an Exhibit to this report.

74

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference to the sections entitled “Election of Directors,” “Directors and Executive Officers,” “Certain Terms of the Jacobs Acquisition,” “Corporate Governance Matters,” “Board of Directors’ Meetings and Committees – Audit Committee,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement filed with the Securities and Exchange Commission (the “Commission”) with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

Our board of directors has determined that Winston W. Walker, an independent director and chairman of the audit committee, qualifies as an “audit committee financial expert” as such term is defined by the rules of the Securities and Exchange Commission.

ITEM 11.EXECUTIVE COMPENSATION

Incorporated herein by reference to the sections entitled “Director Compensation,” “Executive Compensation,” “Report of the Compensation Committee of the Board of Directors” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated herein by reference to the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information as of December 31, 2010”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated herein by reference to the sections entitled “Corporate Governance Matters – Director Independence” and “Certain Relationships and Related Person Transactions”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated herein by reference to the section entitled “Independent Registered Public Accountants’ Fees and Services” under “RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 2, 2011.

75

PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1)	Consolidated Financial Statements	Page Number
	Report of Independent Registered Public Accounting Firm	79
	Consolidated Balance Sheets as of December 31, 2010 and 2009	80
	Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008	81
	Consolidated Statements of Equity for the Years Ended December 31, 2010, 2009 and 2008	82
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008	84
	Notes to Consolidated Financial Statements	86
(2)	Consolidated Financial Statement Schedules
	Schedule II Valuation and Qualifying Accounts	123
	Schedule III Real Estate and Accumulated Depreciation	124
	Schedule IV Mortgage Loans on Real Estate	131
	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.
(3)	Exhibits
	The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).

76

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 1, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Charles B. Lebovitz	Chairman of the Board	March 1, 2011
Charles B. Lebovitz
/s/ John N. Foy	Vice Chairman of the Board, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)	March 1, 2011
John N. Foy
/s/ Stephen D. Lebovitz	Director, President and Chief Executive Officer (Principal Executive Officer)	March 1, 2011
Stephen D. Lebovitz
/s/ Gary L. Bryenton*	Director	March 1, 2011
Gary L. Bryenton
/s/ Thomas J. DeRosa*	Director	March 1, 2011
Thomas J. DeRosa
/s/ Matthew S. Dominski*	Director	March 1, 2011
Matthew S. Dominski
/s/ Leo Fields*	Director	March 1, 2011
Leo Fields
/s/ Kathleen M. Nelson*	Director	March 1, 2011
Kathleen M. Nelson
/s/ Winston W. Walker*	Director	March 1, 2011
Winston W. Walker
*By:/s/ John N. Foy	Attorney-in-Fact	March 1, 2011
John N. Foy

77

INDEX TO FINANCIAL STATEMENTS
	Page Number
Report of Independent Registered Public Accounting Firm	79
Consolidated Balance Sheets as of December 31, 2010 and 2009	80
Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008	81
Consolidated Statements of Equity for the Years Ended December 31, 2010, 2009 and 2008	82
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008	84
Notes to Consolidated Financial Statements	86
Schedule II Valuation and Qualifying Accounts	123
Schedule III Real Estate and Accumulated Depreciation	124
Schedule IV Mortgage Loans on Real Estate	131
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.

78

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

CBL & Associates Properties, Inc.

Chattanooga, TN:

We have audited the accompanying consolidated balance sheets of CBL & Associates Properties, Inc. and subsidiaries (the "Company") as of December 31, 2010 and 2009, and the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2010.  Our audits also included the financial statement schedules listed in the Index at Item 15.  We also have audited the Company's internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company's management is responsible for these financial statements and financial statement s chedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management On Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on these financial statements and financial statement schedules and an opinion on the Company's internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included 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, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as nece ssary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CBL & Associates Properties, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.  Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2011

79

CBL & Associates Properties, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

	December 31, 2010
ASSETS	2010			2009
Real estate assets:
Land	$	928,025		$	946,750
Buildings and improvements		7,543,326			7,569,015
		8,471,351			8,515,765
Accumulated depreciation		(1,721,194	)		(1,505,840	)
		6,750,157			7,009,925
Developments in progress		139,980			85,110
Net investment in real estate assets		6,890,137			7,095,035
Cash and cash equivalents		50,896			48,062
Receivables:
Tenant, net of allowance for doubtful accounts of $3,167 and $3,101      in 2010 and 2009, respectively		77,989			73,170
Other		11,996			8,162
Mortgage and other notes receivable		30,519			38,208
Investments in unconsolidated affiliates		179,410			186,523
Intangible lease assets and other assets		265,607			279,950
	$	7,506,554		$	7,729,110
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness	$	5,209,747		$	5,616,139
Accounts payable and accrued liabilities		314,651			248,333
Total liabilities		5,524,398			5,864,472
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests:
Redeemable noncontrolling partnership interests		34,379			22,689
Redeemable noncontrolling preferred joint venture interest		423,834			421,570
Total redeemable noncontrolling interests		458,213			444,259
Shareholders' equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
7.75% Series C Cumulative Redeemable Preferred Stock,    460,000 shares outstanding		5			5
7.375% Series D Cumulative Redeemable Preferred Stock,    1,815,000 and 700,000 shares outstanding in 2010 and    2009, respectively		18			7
Common Stock, $.01 par value, 350,000,000 shares authorized,      147,923,707 and 137,888,408 issued and outstanding in 2010      and 2009, respectively		1,479			1,379
Additional paid-in capital		1,657,507			1,399,654
Accumulated other comprehensive income		7,855			491
Accumulated deficit		(366,526	)		(283,640	)
Total shareholders' equity		1,300,338			1,117,896
Noncontrolling interests		223,605			302,483
Total equity		1,523,943			1,420,379
	$	7,506,554		$	7,729,110

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

80

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

 (In thousands, except per share amounts)

	Year Ended December 31,
	2010			2009			2008
REVENUES:
Minimum rents	$	684,205		$	688,466		$	711,867
Percentage rents		17,549			16,412			18,375
Other rents		22,781			20,714			22,857
Tenant reimbursements		311,590			321,001			334,866
Management, development and leasing fees		6,416			7,372			19,393
Other		29,263			28,314			24,816
Total revenues		1,071,804			1,082,279			1,132,174
OPERATING EXPENSES:
Property operating		150,755			160,715			187,717
Depreciation and amortization		286,465			306,928			330,325
Real estate taxes		97,643			96,167			94,840
Maintenance and repairs		57,293			56,796			65,049
General and administrative		43,383			41,010			45,241
Loss on impairment of real estate		40,240			114,862			-
Other		25,523			25,794			33,333
Total operating expenses		701,302			802,272			756,505
Income from operations		370,502			280,007			375,669
Interest and other income		3,873			5,211			10,076
Interest expense		(286,579	)		(292,826	)		(311,710	)
Loss on extinguishment of debt		-			(601	)		-
Gain (loss) on investments		888			(9,260	)		(17,181	)
Gain on sales of real estate assets		2,887			3,820			10,865
Equity in earnings (losses) of unconsolidated affiliates		(188	)		5,489			2,831
Income tax benefit (provision)		6,417			1,222			(13,495	)
Income (loss) from continuing operations		97,800			(6,938	)		57,055
Operating income (loss) of discontinued operations		(9	)		(110	)		2,188
Gain (loss) on discontinued operations		379			(17	)		3,798
Net income (loss)		98,170			(7,065	)		63,041
Net (income) loss attributable to noncontrolling interests in:
Operating partnership		(11,018	)		17,845			(7,495	)
Other consolidated subsidiaries		(25,001	)		(25,769	)		(23,959	)
Net income (loss) attributable to the Company		62,151			(14,989	)		31,587
Preferred dividends		(32,619	)		(21,818	)		(21,819	)
Net income (loss) attributable to common shareholders	$	29,532		$	(36,807	)	$	9,768
Basic per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.21		$	(0.35	)	$	0.10
Discontinued operations		-			-			0.05
Net income (loss) attributable to common shareholders	$	0.21		$	(0.35	)	$	0.15
Weighted average common shares outstanding		138,375			106,366			66,313
Diluted per share data attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	0.21		$	(0.35	)	$	0.10
Discontinued operations		-			-			0.05
Net income (loss) attributable to common shareholders	$	0.21		$	(0.35	)	$	0.15
Weighted average common and potential dilutive common shares outstanding		138,416			106,366			66,418
Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of preferred dividends	$	29,263		$	(36,721	)	$	6,374
Discontinued operations		269			(86	)		3,394
Net income (loss) attributable to common shareholders	$	29,532		$	(36,807	)	$	9,768

The accompanying notes are an integral part of these statements.

81

CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(in thousands, except share data)				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Partnership Interests			Preferred Stock		Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2007		43,145			12		662		964,676			(13	)		(70,154	)		895,183			482,217			1,377,400
Net income		4,074			-		-		-			-			31,587			31,587			7,112			38,699
Other comprehensive income (loss):
Net unrealized loss on available-for-sale securities		(230	)		-		-		-			(9,709	)		-			(9,709	)		(7,220	)		(16,929	)
Impairment of marketable securities		230			-		-		-			9,723			-			9,723			7,228			16,951
Unrealized loss on hedging instruments		(209	)		-		-		-			(8,813	)		-			(8,813	)		(6,552	)		(15,365	)
Unrealized loss on foreign currency translation adjustment		(94	)		-		-		-			(3,974	)		-			(3,974	)		(2,954	)		(6,928	)
Other comprehensive income (loss)		(303	)															(12,773	)		(9,498	)		(22,271	)
Dividends declared - common stock		-			-		-		-			-			(132,921	)		(132,921	)		-			(132,921	)
Dividends declared - preferred stock		-			-		-		-			-			(21,819	)		(21,819	)		-			(21,819	)
Issuance of 176,842 shares of common stock and restricted common stock		-			-		2		851			-			-			853			-			853
Cancellation of 26,932 shares of restricted common stock		-			-		-		(530	)		-			-			(530	)		-			(530	)
Exercise of stock options		-			-		-		584			-			-			584			-			584
Accelerated vesting of share-based compensation		-			-		-		(508	)		-			-			(508	)		-			(508	)
Accrual under deferred compensation arrangements		-			-		-		329			-			-			329			-			329
Amortization of deferred compensation		-			-		-		4,712			-			-			4,712			-			4,712
Additions to deferred financing costs		-			-		-		-			-			-			-			45			45
Income tax benefit of share-based compensation		118			-		-		3,705			-			-			3,705			3,649			7,354
Distributions to noncontrolling interests		(8,888	)		-		-		-			-			-			-			(100,048	)		(100,048	)
Contributions from noncontrolling interests in Operating Partnership		-			-		-		-			-			-			-			2,671			2,671
Adjustment for write-off of abandoned project		-			-		-		-			-			-			-			(2,050	)		(2,050	)
Adjustment for noncontrolling interests		476			-		-		(107	)		-			-			(107	)		(369	)		(476	)
Reclassification of noncontrolling interests related to deconsolidation		-			-		-		-			-			-			-			(3,257	)		(3,257	)
Adjustment to record redeemable noncontrolling interests at redemption value		(20,229	)		-		-		20,229			-			-			20,229			-			20,229
Balance, December 31, 2008		18,393			12		664		993,941			(12,786	)		(193,307	)		788,524			380,472			1,168,996
Net income (loss)		5,609			-		-		-			-			(14,989	)		(14,989	)		(18,409	)		(33,398	)
Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale securities		261			-		-		-			(29	)		-			(29	)		(400	)		(429	)
Unrealized gain on hedging instruments		609			-		-		-			8,494			-			8,494			3,511			12,005
Realized loss on foreign currency translation adjustment		3			-		-		-			37			-			37			25			62
Unrealized gain on foreign currency translation adjustment		487			-		-		-			4,775			-			4,775			1,680			6,455
Other comprehensive income (loss)		1,360																13,277			4,816			18,093
Dividends declared - common stock		-			-		-		-			-			(53,526	)		(53,526	)		-			(53,526	)
Dividends declared - preferred stock		-			-		-		-			-			(21,818	)		(21,818	)		-			(21,818	)
Issuance of 130,004 shares of common stock and restricted common stock		-			-		1		702			-			-			703			-			703
Issuance of 4,754,355 shares of common stock for dividend		-			-		48		14,691			-			-			14,739			-			14,739
Issuance of 66,630,000 shares of common stock in equity offering		-			-		666		381,157			-			-			381,823			-			381,823
Cancellation of 24,619 shares of restricted common stock		-			-		-		(121	)		-			-			(121	)		-			(121	)
Accrual under deferred compensation arrangements		-			-		-		49			-			-			49			-			49
Amortization of deferred compensation		-			-		-		2,548			-			-			2,548			-			2,548
Additions to deferred financing costs		-			-		-		-			-			-			-			45			45
Transfer from noncontrolling interests to redeemable noncontrolling interests		82,970			-		-		-			-			-			-			(82,970	)		(82,970	)
Transfer from redeemable noncontrolling interests to noncontrolling interests		(73,051	)		-		-		-			-			-			-			73,051			73,051
Distributions to noncontrolling interests		(14,064	)		-		-		-			-			-			-			(50,015	)		(50,015	)
Purchase of noncontrolling interests in other consolidated subsidiaries		-			-		-		217			-			-			217			(717	)		(500	)
Issuance of noncontrolling interests for distribution		-			-		-		-			-			-			-			4,152			4,152
Adjustment for noncontrolling interests		(4,242	)		-		-		12,184			-			-			12,184			(7,942	)		4,242
Adjustment to record redeemable noncontrolling interests at redemption value		5,714			-		-		(5,714	)		-			-			(5,714	)		-			(5,714	)
Balance, December 31, 2009	$	22,689		$	12	$	1,379	$	1,399,654		$	491		$	(283,640	)	$	1,117,896		$	302,483		$	1,420,379

82

CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(Continued)

(in thousands, except share data)				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Partnership Interests			Preferred Stock		Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2009	$	22,689		$	12	$	1,379	$	1,399,654		$	491		$	(283,640	)	$	1,117,896		$	302,483		$	1,420,379
Net income		4,333			-		-		-			-			62,151			62,151			11,016			73,167
Other comprehensive income (loss):
Unrealized gain on available-for-sale securities		69			-		-		-			6,125			-			6,125			2,208			8,333
Realized loss on sale of marketable securities		1			-		-		-			84			-			84			29			113
Unrealized gain on hedging instruments		22			-		-		-			1,994			-			1,994			726			2,720
Net unrealized gain (loss) on foreign currency translation adjustment		(397	)		-		-		-			(962	)		-			(962	)		1,203			241
Realized loss on foreign currency translation adjustment		1			-		-		-			123			-			123			45			168
Other comprehensive income (loss)		(304	)															7,364			4,211			11,575
Issuance of 1,115,000 shares of preferred stock in equity offerings		-			11		-		229,336			-			-			229,347			-			229,347
Conversion of 9,807,013 operating partnership special common units      to shares of common stock		-			-		98		56,240			-			-			56,338			(56,338	)		-
Dividends declared - common stock		-			-		-		-			-			(112,418	)		(112,418	)		-			(112,418	)
Dividends declared - preferred stock		-			-		-		-			-			(32,619	)		(32,619	)		-			(32,619	)
Issuance of 130,367 shares of common stock and restricted common stock		-			-		1		213			-			-			214			-			214
Cancellation of 17,790 shares of restricted common stock		-			-		-		(175	)		-			-			(175	)		-			(175	)
Exercise of stock options		-			-		1		1,455			-			-			1,456			-			1,456
Accrual under deferred compensation arrangements		-			-		-		41			-			-			41			-			41
Amortization of deferred compensation		-			-		-		2,211			-			-			2,211			-			2,211
Additions to deferred financing costs		-			-		-		-			-			-			-			34			34
Income tax effect of share-based compensation		(10	)		-		-		(1,468	)		-			-			(1,468	)		(337	)		(1,805	)
Adjustment for noncontrolling interests		3,139			-		-		(15,572	)		-			-			(15,572	)		12,433			(3,139	)
Adjustment to record redeemable noncontrolling interests at redemption value		14,428			-		-		(14,428	)		-			-			(14,428	)		-			(14,428	)
Distributions to noncontrolling interests		(9,896	)		-		-		-			-			-			-			(55,131	)		(55,131	)
Contributions from noncontrolling interests in Operating Partnership		-			-		-		-			-			-			-			5,234			5,234
Balance, December 31, 2010	$	34,379		$	23	$	1,479	$	1,657,507		$	7,855		$	(366,526	)	$	1,300,338		$	223,605		$	1,523,943

The accompanying notes are an integral part of these statements.

83

CBL & Associates Properties, Inc.

 Consolidated Statements of Cash Flows

 (In thousands)

	Year Ended December 31,
	2010	2009	2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$    98,170	$       (7,065)	$      63,041
Adjustments to reconcile net income (loss) to net cash provided by     operating activities:
Depreciation and amortization	291,772	312,505	336,480
Amortization of deferred finance costs and debt premiums (discounts)	7,414	1,570	(2,178)
Net amortization of intangible lease assets and liabilities	(1,384)	(5,046)	(10,121)
Gain on sales of real estate assets	(2,887)	(3,820)	(12,401)
Realized foreign currency loss	169	65	-
(Gain) loss on discontinued operations	(379)	17	(3,798)
Write-off of development projects	392	1,501	12,351
Share-based compensation expense	2,313	3,160	5,016
Income tax effect of share-based compensation	(1,815)	-	7,472
Net realized loss on sale of available-for-sale securities	114	-	-
(Gain) loss on investments	(888)	9,260	17,181
Loss on impairment of real estate	40,240	114,862	-
Loss on extinguishment of debt	-	601	-
Equity in (earnings) losses of unconsolidated affiliates	188	(5,489)	(2,831)
Distributions of earnings from unconsolidated affiliates	4,959	12,665	15,661
Provision for doubtful accounts	2,891	5,000	9,372
Change in deferred tax accounts	2,031	1,170	(1,868)
Changes in:
Tenant and other receivables	(6,693)	803	(13,092)
Other assets	(1,215)	(3,435)	(1,705)
Accounts payable and accrued liabilities	(5,600)	(6,686)	513
Net cash provided by operating activities	429,792	431,638	419,093
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(143,586)	(229,732)	(437,765)
(Additions) reductions to restricted cash	20,987	30,938	(47,729)
(Additions) reductions to cash held in escrow	-	2,700	(2,700)
Purchase of partner's interest in unconsolidated affiliate	(15,773)	-	-
Purchase of noncontrolling interest in other consolidated subsidiaries	-	(500)	-
Proceeds from sales of real estate assets	138,614	11,826	93,575
Proceeds from sales of investments in unconsolidated affiliates	-	25,028	-
Purchase of municipal bonds	-	-	(13,371)
Additions to mortgage notes receivable	-	(975)	(749)
Payments received on mortgage notes receivable	1,609	20,769	105,554
Net purchases of available-for-sale securities	(9,610)	-	-
Additional investments in and advances to unconsolidated affiliates	(23,604)	(91,027)	(107,641)
Distributions in excess of equity in earnings of unconsolidated affiliates	31,776	77,245	58,712
Changes in other assets	(5,971)	(6,574)	(8,487)
Net cash used in investing activities	(5,558)	(160,302)	(360,601)

84

CBL & Associates Properties, Inc.

 Consolidated Statements of Cash Flows

 (In thousands)

(Continued)

	Year Ended December 31,
	2010			2009			2008
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness	$	778,378		$	686,764		$	1,625,742
Principal payments on mortgage and other indebtedness		(1,221,436	)		(1,159,321	)		(1,382,417	)
Additions to deferred financing costs		(4,855	)		(20,377	)		(7,227	)
Proceeds from issuances of common stock		153			381,985			364
Proceeds from issuances of preferred stock		229,347			-			-
Proceeds from exercises of stock options		1,456			-			584
Income tax effect of share-based compensation		1,815			-			(7,472	)
Contributions from noncontrolling interests		5,234			-			2,671
Distributions to noncontrolling interests		(86,093	)		(86,607	)		(137,435	)
Dividends paid to holders of preferred stock		(35,670	)		(21,819	)		(21,819	)
Dividends paid to common shareholders		(89,729	)		(56,459	)		(144,503	)
Net cash used in financing activities		(421,400	)		(275,834	)		(71,512	)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH		-			1,333			(1,579	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		2,834			(3,165	)		(14,599	)
CASH AND CASH EQUIVALENTS, beginning of period		48,062			51,227			65,826
CASH AND CASH EQUIVALENTS, end of period	$	50,896		$	48,062		$	51,227

The accompanying notes are an integral part of these statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share data)

NOTE 1. ORGANIZATION

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, community centers and office properties.  Its shopping centers are located in 26 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”). As of December 31, 2010, the Operating Partnership owned controlling interests in 76 regional malls/open-air centers, 30 associated centers (each located adjacent to a regional mall), eight community centers and 14 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.  The Operating Partnership owned non-controlling interests in seven regional malls, four associated centers, four community centers and six office buildings. Because on e 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 controlling interests in one open-air center expansion, one community center expansion, and one outlet center, owned in a 75/25 joint venture, under construction at December 31, 2010.  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 December 31, 2010, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a 76.8% limited partner interest for a combined interest held by CBL of 77.8%.

The noncontrolling 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 December 31, 2010, CBLR 17;s Predecessor owned a 9.8% limited partner interest, Jacobs owned a 6.9% limited partner interest and various third parties owned a 5.5% limited partner interest in the Operating Partnership.  CBL’s Predecessor also owned 7.3 million shares of CBL’s common stock at December 31, 2010, for a combined effective interest of 13.6% 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.”

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Material intercompany transactions have been eliminated.

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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 Consolidated Financial Statements excludes discontinued operations.

The Company has evaluated subsequent events through the date of issuance of these financial statements.  See Note 20 for further discussion.

Accounting Guidance Adopted

Effective January 1, 2010, the Company adopted ASU No. 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements (“ASU 2010-06”).  ASU 2010-06 provides that significant transfers in or out of measurements classified as Levels 1 or 2 should be disclosed separately along with reasons for the transfers.  Information regarding purchases, sales, issuances and settlements related to measurements classified as Level 3 are also to be presented separately.  Existing disclosures have been updated to include fair value measurement disclosures for each class of assets and liabilities and information regarding the valuation techniques and inputs used to measure fair value in measurements classified as eithe r Levels 2 or 3.  The guidance was effective for fiscal years beginning after December 15, 2009, excluding the provision relating to the rollforward of Level 3 activity which has been deferred until January 1, 2011.  The adoption did not have an impact on the Company’s consolidated financial statements.

Effective January 1, 2010, the Company adopted ASU No. 2009-16, Transfers and Servicing: Accounting for Transfers of Financial Assets (“ASU 2009-16”).  The guidance eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional related disclosures.  The adoption did not have an impact on the Company’s consolidated financial statements.

Effective January 1, 2010, the Company adopted ASU No. 2009-17, Consolidations: Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17”).  ASU 2009-17 modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting, or similar, rights should be consolidated.  The guidance clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.  This guidance requires an ongoing reassessment of whether a comp any is the primary beneficiary of a variable interest entity.  It also requires additional disclosure about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement.  The adoption did not have an impact on the Company’s consolidated financial statements.

On February 24, 2010, the FASB issued ASU No. 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements (“ASU 2010-09”).  ASU 2010-09 amends the disclosure provision related to subsequent events by removing the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated.  The new accounting guidance was effective immediately and was adopted by the Company upon the date of issuance.

In July 2010, the FASB issued ASU No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“ASU 2010-20”).  ASU 2010-20 requires entities to provide extensive new disclosures in their financial statements about their financing receivables, including credit risk exposures and the allowance for credit losses.  The new disclosures include information regarding credit quality, impaired or modified receivables, nonaccrual or past due receivables and activity related to modified receivables and the allowance for credit losses.  The disclosures are effective for the first interim or annual reporting periods ending on or after December 15, 2010, with the exception of the activity disclosures , which are effective for interim or annual reporting periods beginning on or after December 15, 2010.  The adoption of ASU 2010-20 did not have an impact on the Company’s consolidated financial statements.

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Real Estate Assets

The Company capitalizes 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 have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The Company allocates the purchase price 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-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Company uses estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques 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 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 generally 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.

The Company’s acquired intangibles and their balance sheet classifications as of December 31, 2010 and 2009, are summarized as follows:

	December 31, 2010					December 31, 2009
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	69,405	$	(37,425	)	$	71,143	$	(33,684	)
In-place leases		68,770		(41,454	)		75,356		(43,994	)
Tenant relationships		56,803		(12,334	)		56,803		(9,736	)
Accounts payable and accrued liabilities:
Below-market leases		97,999		(66,370	)		101,329		(61,150	)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable.  The total net amortization expense of the above acquired intangibles was $7,748, $7,146 and $7,728 in 2010, 2009 and 2008, respectively.  The estimated total net amortization expense for the next five succeeding years is $7,154 in 2011, $6,830 in 2012, $5,543 in 2013, $4,836 in 2014 and $4,701 in 2015.

Total interest expense capitalized was $3,334, $6,807 and $18,120 in 2010, 2009 and 2008, respectively.

88

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 impairment has occurred, the amount of the impairment charge is equal to the excess of the asset’s carrying value over its estimated fair value.  The Company’s estimates of undiscounted cash flows expected to be generated by each Property are based on a number of assumptions such as leasing expectations, operating budgets, estimated useful lives, future maintenance expenditures, intent to hold for use and capitalization rates.  These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each Property.  As these factors are difficult to predict and are subject to future events that may alter the assumptions used, the future cash flows estimated in the Company’s impairment analyses may not be achieved.

During the course of the Company’s normal quarterly impairment review process for the second quarter of 2010, it was determined that a write-down of the depreciated book value of Oak Hollow Mall in High Point, NC, to its estimated fair value was necessary, resulting in a non-cash loss on impairment of real estate assets of $25,435 during 2010.

The revenues of Oak Hollow Mall accounted for approximately 0.4% of total consolidated revenues for the year ended December 31, 2010.  A reconciliation of the Property’s carrying values for the year ended December 31, 2010 is as follows:

	Oak Hollow Mall
Beginning carrying value, January 1, 2010	$	37,287
Capital expenditures		516
Depreciation expense		(1,065	)
Loss on impairment of real estate		(25,435	)
Ending carrying value, December 31, 2010	$	11,303

Oak Hollow Mall generates insufficient income levels to cover the debt service on its fixed-rate non-recourse loan that had a balance of $39,484 as of December 31, 2010.  The lender on the loan receives the net operating cash flows of the Property each month in lieu of scheduled monthly mortgage payments.  Subsequent to December 31, 2010, the Company entered into a contract for, and closed on, the sale of this Property.  See Note 20 for additional information.

In December 2010, the Company incurred a loss on impairment of real estate assets of $12,363 due to a loss related to the sale of Milford Marketplace in Milford, CT, and the conveyance of ownership interest in phase I of Settlers Ridge in Pittsburg, PA, a loss of $1,286 attributable to the sale of Lakeview Pointe in Stillwater, OK, and a loss of $1,156 related to the sale of a parcel of land.

During the course of the Company’s normal quarterly impairment review process for the fourth quarter of 2009, it was determined that write-downs of the depreciated book values of three shopping centers to their estimated fair values was necessary, resulting in a non-cash loss on impairment of real estate assets of $114,862 for the year ended December 31, 2009.  The affected shopping centers included Hickory Hollow Mall in Nashville (Antioch), TN, Pemberton Square in Vicksburg, MS, and Towne Mall in Franklin, OH, each of which was included in the “Malls” segment.  Revenues of these shopping centers combined for the year ended December 31, 2009 accounted for approximately 1.0% of total consolidated revenues for 2009.  A reconciliation of the shopping centers’ carrying values for the year ended December 31, 2009 is as follows:
 

89

	Hickory Hollow Mall			Pemberton Square			Towne Mall			Total
Beginning carrying value, January 1, 2009	$	110,794		$	7,338		$	16,197		$	134,329
Capital expenditures		168			146			24			338
Depreciation expense		(3,566	)		(389	)		(462	)		(4,417	)
Other		-			(14	)		-			(14	)
Loss on impairment of real estate		(94,879	)		(5,651	)		(14,332	)		(114,862	)
Ending carrying value, December 31, 2009	$	12,517		$	1,430		$	1,427		$	15,374

Hickory Hollow Mall experienced declining income as a result of changes in the property-specific market conditions as well as increasing retail competition.  Those declines were further exacerbated by poor economic conditions.  As a result of the estimate of projected future cash flows, the Company determined that a write-down of the depreciated book value from $107,396 to an estimated fair value of $12,517 was appropriate.  Hickory Hollow Mall generates insufficient income levels to cover the debt service on its fixed-rate recourse loan that had a balance of $28,786 as of December 31, 2010.  The Company plans to continue to service the loan, which is self-liquidating, over the remaining eight-year term.

Pemberton Square and Towne Mall also experienced declining property-specific market conditions.  Due to uncertainty regarding the timing and approval of potential redevelopment projects to maximize the Properties’ cash flow positions, the Company determined that it was appropriate to write down Pemberton Square's depreciated book value of $7,081 to an estimated fair value of $1,430 as of December 31, 2009 and Towne Mall's depreciated book value of $15,759 to an estimated fair value of $1,427 as of December 31, 2009.  Towne Mall is currently unencumbered.  Pemberton Square was sold in October 2010.

No impairments of long-lived assets were incurred during 2008.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $30,158 and $49,688 was included in intangible lease assets and other assets at December 31, 2010 and 2009, respectively.  Restricted cash consists primarily of cash held in escrow accounts for debt service, insurance, real estate taxes, capital improvements and deferred maintenance as required by the terms of certain mortgage notes payable, as well as contributions from tenants to be used for future marketing activities.  The Company’s restricted cash included $117 and $13,689 as of December 31, 2010 and 2009, respectively, related to funds held in a trust account for certain construction costs associated with one of our developments.  Of the $13,689 held in trust as of December 31, 2009, $1,080 was restricted for use in retiring public bonds included in mortgage notes and other indebtedness.  

Allowance for Doubtful Accounts

The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are realizable based on factors affecting the collectibility of those balances. The Company’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.  The Company recorded a provision for doubtful accounts of $2,712, $5,132 and $9,001 for 2010, 2009 and 2008, respectively.

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Investments in Unconsolidated Affiliates

The Company evaluates its joint venture arrangements to determine whether they should be recorded on a consolidated basis.  The percentage of ownership interest in the joint venture, an evaluation of control and whether a variable interest entity (“VIE”) exists are all considered in the Company’s consolidation assessment.

Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to the Company’s historical carryover basis in the real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of the Company’s interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to the Company’s historical carryover basis in the ownership percentage retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’ interests in the joint venture. Profit recognition assumes the Company has no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual m ethod are met.

The Company accounts for its investment in joint ventures where it owns a non-controlling interest or where it is not the primary beneficiary of a variable interest entity using the equity method of accounting. Under the equity method, the Company’s cost of investment is adjusted for its share of equity in the earnings of the unconsolidated affiliate and reduced by distributions received. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.

Any differences between the cost of the Company’s investment in an unconsolidated affiliate and its underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of the Company’s investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on its investment and the Company’s share of development and leasing fees that are paid by the unconsolidated affiliate to the Company for development and leasing services provided to the unconsolidated affiliate during any development periods. At December 31, 2010 and 2009, the net difference between the Company’s investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates was $4,384 and $7,320, respectively, which is generally amortized over a period of 40 years.

On a periodic basis, the Company assesses whether there are any indicators that the fair value of the Company's investments in unconsolidated joint ventures may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. The Company's estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficu lt to predict and are subject to future events that may alter the Company’s assumptions, the fair values estimated in the impairment analyses may not be realized.

During the year ended December 31, 2009, the Company incurred losses on impairments of investments totaling $9,260.  The Company recorded a non-cash charge of $7,706 in the first quarter of 2009 on its cost-method investment in Jinsheng, an established mall operating and real estate development company located in Nanjing, China, due to a decline in expected future cash flows.  The projected decrease was a result of declining occupancy and sales due to the downturn of the real estate market in China in early 2009.  The Company also recorded impairment charges totaling $1,554 related to its interest in Plaza Macaé in Macaé, Brazil to reflect the fair value of the investment upon sale.

No impairments of investments in unconsolidated affiliates were incurred during 2010 and 2008.  See Note 5 for further discussion.

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Deferred Financing Costs

Net deferred financing costs of $18,257 and $25,836 were included in intangible lease assets and other assets at December 31, 2010 and 2009, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense was $12,361, $8,435 and $5,713 in 2010, 2009 and 2008, respectively. Accumulated amortization was $18,545 and $15,708 as of December 31, 2010 and 2009, respectively.

Marketable Securities

Intangible lease assets and other assets include marketable securities consisting of corporate equity securities, mortgage / asset-backed securities, mutual funds and bonds that are classified as available for sale. 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 income (loss) in redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests. Realized gains and losses are recorded in other income. Gains or losses on securities sold are based on the specific identification method.  During 2010, the Company recognized net realized losses on sales of available-for-sale securities of $114.  There were no realized gains or losses on sales of available-for-sale securities dur ing 2009 and 2008.

If a decline in the value of an investment is deemed to be other than temporary, the investment is written down to fair value and an impairment loss is recognized in the current period to the extent of the decline in value. In determining when a decline in fair value below cost of an investment in marketable securities is other than temporary, the following factors, among others, are evaluated:

·   The probability of recovery.

·   The Company’s ability and intent to retain the security for a sufficient period of time for it to recover.

·   The significance of the decline in value.

·   The time period during which there has been a significant decline in value.

·   Current and future business prospects and trends of earnings.

·   Relevant industry conditions and trends relative to their historical cycles.

·   Market conditions.

During 2008, the Company recognized other-than-temporary impairments of certain marketable equity securities in the amount of $17,181, to write down the carrying value of the Company’s investments to their fair value.  There were no other-than-temporary impairments of marketable equity securities incurred during 2010 and 2009.

The following is a summary of the equity securities held by the Company as of December 31, 2010 and 2009:

			Gross Unrealized
	Adjusted Cost		Gains		Losses			Fair Value
December 31, 2010:
Common stocks	$	4,207	$	8,347	$	(4	)	$	12,550
Mutual funds		5,318		37		(39	)		5,316
Mortgage/asset-backed securities		1,571		-		(6	)		1,565
Government and government      sponsored entities		1,864		8		(11	)		1,861
Corporate bonds		710		18		-			728
International bonds		32		-		-			32
	$	13,702	$	8,410	$	(60	)	$	22,052
December 31, 2009:
Common stocks	$	4,207	$	-	$	(168	)	$	4,039

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Common stocks with a fair value of $9 and a gross unrealized loss of $4 as of December 31, 2010 have been in a gross unrealized loss position for twelve months or greater.  All other investments with a gross unrealized loss have been in a gross unrealized loss position for less than twelve months.

Interest Rate Hedging Instruments

The Company recognizes its derivative financial instruments in either accounts payable and accrued liabilities or intangible lease assets and other assets, as applicable, in the consolidated balance sheets and measures those instruments at fair value.  The accounting for changes in the fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both qualitative and quantitative methods. The Company has entered into derivative agreements as of December 31, 2010 and 2009 that qualify as hedging instruments and were designated, based upon the exposure being hedged, as cash flow hedges.& #160; The fair value of these cash flow hedges as of December 31, 2010 and 2009 was $3 and $(2,905), respectively.  To the extent they are effective, changes in the fair values of cash flow hedges are reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affects earnings.  The Company also assesses the credit risk that the counterparty will not perform according to the terms of the contract.

See Notes 6 and 15 for additional information regarding the Company’s interest rate hedging instruments.

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.

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 when earned in accordance with the tenant lease agreements.  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.

The Company receives 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 an unconsolidated affiliate during the development period are recognized as revenue only to the extent of the third-party partner’s ownership interest. Development and leasing fees during the development period to the extent of the Company’s ownership interest are recorded as a reducti on to the Company’s investment in the unconsolidated affiliate.

Gains on Sales of Real Estate Assets

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, the Company’s 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 the Company has 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 the Company’s ownership interest is deferred.

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Income Taxes

The Company is qualified as a REIT under the provisions of the Code. To maintain qualification as a REIT, the Company is required to distribute at least 90% of its taxable income to shareholders and meet certain other requirements.

As a REIT, the Company is generally not liable for federal corporate income taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income taxes on its taxable income at regular corporate tax rates. Even if the Company maintains its qualification as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. State tax expense was $4,456, $5,634 and $5,541 during 2010, 2009 and 2008, respectively.

The Company has also 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 that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income or expense , as applicable.  The Company recorded an income tax benefit of $6,417 and $1,222 in 2010 and 2009, respectively, and an income tax provision of $13,495 in 2008.  The income tax benefit in 2010 consisted of a current income tax benefit of $8,448 and a deferred income tax provision of $2,031.  The income tax benefit in 2009 consisted of a current income tax provision of $980 and a deferred income tax benefit of $2,202.  The income tax provision in 2008 consisted of a current and deferred income tax provision of $11,627 and $1,868, respectively.

The Company had a net deferred tax asset of $7,074 and $3,634 at December 31, 2010 and 2009, respectively. The net deferred tax asset at December 31, 2010 and 2009 is included in intangible lease assets and other assets and primarily consisted of operating expense accruals and differences between book and tax depreciation.  As of December 31, 2010, tax years that generally remain subject to examination by the Company’s major tax jurisdictions include 2007, 2008 and 2009.

Concentration of Credit Risk

The Company’s tenants include national, regional and local retailers. Financial instruments that subject the Company to concentrations of credit risk consist primarily of tenant receivables. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants.

The Company derives a substantial portion of its rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 3.2% of the Company’s total revenues in 2010, 2009 or 2008.

Earnings Per Share

Basic EPS is computed by dividing net income available to common shareholders by the weighted-average number of 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 noncontrolling interests 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:

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	Year Ended December 31,
	2010		2009		2008
Denominator – basic earnings per share		138,375		106,366		66,313
Stock Options		2		-		70
Deemed shares related to deferred compensation arrangements		39		-		35
Denominator – diluted earnings per share		138,416		106,366		66,418

Because the Company incurred net losses during the year ended December 31, 2009, there are no potentially dilutive shares recognized in the number of diluted weighted average shares for EPS purposes due to their anti-dilutive nature.  Had the Company reported net income for 2009, the denominator for diluted earnings per share would have been 106,403, including 37 shares for the dilutive effect of deemed shares related to deferred compensation arrangements.

See Note 7 for information regarding significant equity offerings that affected per share amounts for each period presented.

Comprehensive Income

Comprehensive income includes all changes in redeemable noncontrolling interests and total equity during the period, except those resulting from investments by shareholders and partners, distributions to shareholders and partners and redemption valuation adjustments. Other comprehensive income (loss) (“OCI/L”) includes changes in unrealized gains (losses) on available-for-sale securities, interest rate hedge agreements and foreign currency translation adjustments.  The computation of comprehensive income is as follows:
 

	Year Ended December 31,
	2010			2009			2008
Net income (loss)	$	98,170		$	(7,065	)	$	63,041
Other comprehensive income (loss):
Net unrealized gain (loss) on hedging agreements		2,742			12,614			(15,574	)
Net unrealized gain (loss) on available-for-sale securities		8,402			(168	)		(17,159	)
Realized loss on sale of marketable securities		114			-			-
Impairment of marketable securities		-			-			17,181
Realized loss on foreign currency translation    adjustment		169			65			-
Net unrealized gain (loss) on foreign currency    translation adjustment		(156	)		6,942			(7,022	)
Total other comprehensive income (loss)		11,271			19,453			(22,574	)
Comprehensive income	$	109,441		$	12,388		$	40,467

The components of accumulated other comprehensive income (loss) as of December 31, 2010 and 2009 are as follows:

	December 31, 2010
	As reported in:
	Redeemable Noncontrolling Interests		Shareholders' Equity		Noncontrolling Interests			Total
Net unrealized gain (loss) on hedging agreements	$	422	$	1,675	$	(2,315	)	$	(218	)
Net unrealized gain on available-for-sale securities		331		6,180		1,837			8,348
Accumulated other comprehensive income (loss)	$	753	$	7,855	$	(478	)	$	8,130

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	December 31, 2009
	As reported in:
	Redeemable Noncontrolling Interests		Shareholders' Equity			Noncontrolling Interests			Total
Net unrealized gain (loss) on hedging agreements	$	400	$	(319	)	$	(3,041	)	$	(2,960	)
Net unrealized gain (loss) on available-for-sale securities		261		(29	)		(400	)		(168	)
Net unrealized gain (loss) on foreign currency translation      adjustment		396		839			(1,248	)		(13	)
Accumulated other comprehensive income (loss)	$	1,057	$	491		$	(4,689	)	$	(3,141	)

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 and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

NOTE 3. ACQUISITIONS

The Company includes the results of operations of real estate assets acquired in the consolidated statements of operations from the date of the related acquisition.

2010 Acquisitions

In October 2010, the Company acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from its joint venture partner. The interest was acquired for total consideration of $38,775, which consisted of $17,831 in a combination of cash paid by the Company and a distribution from the joint venture to the joint venture partner and the assumption of the joint venture partner’s share of the loan secured by Parkway Place with a principal balance of $20,944 at the time of purchase.

2009 Acquisitions

The Company did not complete any acquisitions in 2009.

2008 Acquisitions

Effective February 1, 2008, the Company entered into a 50/50 joint venture, CBL-TRS Joint Venture II, LLC, affiliated with CBL-TRS Joint Venture, LLC, a 50/50 joint venture entered into by the Company on November 30, 2007 (collectively, “the CBL-TRS joint ventures”), both of which are joint venture partnerships with Teachers’ Retirement System of the State of Illinois (“TRS”).  During the first quarter of 2008, the CBL-TRS joint ventures acquired Renaissance Center, located in Durham, NC, for $89,639 and an anchor parcel at Friendly Center, located in Greensboro, NC, for $5,000, to complete the joint ventures’ acquisitions from the Starmount Company or its affiliates (the “Starmount Company”).  The aggregate purchase price consisted of $58,121 in cash and the assumpti on of $36,518 of non-recourse debt that bears interest at a fixed rate of 5.61% and matures in July 2016.

NOTE 4. DISCONTINUED OPERATIONS

In October 2010, the Company completed the sale of Pemberton Square, located in Vicksburg, MS, for a sales price of $1,863 less commissions and customary closing costs for a net sales price of $1,782.  The Company recorded a gain of $379 attributable to the sale in the fourth quarter of 2010.  Proceeds from the sale were used to reduce the outstanding borrowings on the Company’s $525,000 secured credit facility.  The results of operations of this Property are included in discontinued operations for all periods presented.

In December 2010, the Company completed the sale of Milford Marketplace, located in Milford, CT, and the conveyance of its ownership interest in phase I of Settlers Ridge, located in Robinson Township, PA, for a sales price of $111,835 less commissions and customary closing costs for a net sales price of $110,709.  The Company recorded a loss on impairment of assets of $12,363 in the fourth quarter of 2010 to reflect the fair value

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of the Properties at the time of the sale.  Net proceeds from the sale, after repayment of a construction loan, were used to reduce the outstanding borrowings on the Company’s $525,000 secured credit facility.  The results of operations of this Property are included in discontinued operations for all periods presented.

In December 2010, the Company completed the sale of Lakeview Pointe, located in Stillwater, OK, for a sales price of $21,000 less commissions and customary closing costs for a net sales price of $20,631.  The Company recorded a loss on impairment of real estate assets of $1,302 in the fourth quarter of 2010 to reflect the fair value of the Property at the time of sale.  Net proceeds from the sale, after repayment of a construction loan, were used to reduce the outstanding borrowings on the Company’s $525,000 secured credit facility.  The results of operations of this Property are included in discontinued operations for all periods presented.

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 are reported in discontinued operations for the year ended December 31, 2008.

During 2008, the Company sold several Properties that were originally acquired during the fourth quarter of 2007 from the Starmount Company.  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 completed the sale of an additional community center located in Greensboro, NC in August 2008 for $19,500.  In December 2008, the sale of an additional office Property and adjacent, vacant development land located in Greensboro, NC was sold for $14,550.  The Company recorded gains of $2,254 and a deferred gain of $281 during the year ended D ecember 31, 2008 attributable to these sales.  The results of operations of these Properties are reported in discontinued operations for the year ended December 31, 2008.  Proceeds received from the dispositions were used to retire a portion of the outstanding balance on the unsecured term facility that was obtained to purchase these Properties.

Total revenues of the centers described above that are included in discontinued operations were $13,858, $7,018 and $10,460 in 2010, 2009 and 2008, respectively.  The total carrying values of net investment in real estate assets and mortgage and other indebtedness at the time of sale for the centers sold during 2010 were $141,487 and $89,071, respectively.  There were no centers sold during 2009.  Discontinued operations for the years ended December 31, 2010, 2009 and 2008 also include true-ups of estimated expense to actual amounts for Properties sold during previous years.

NOTE 5. UNCONSOLIDATED AFFILIATES AND COST METHOD INVESTMENTS

Unconsolidated Affiliates

At December 31, 2010, the Company had investments in the following 16 entities, which are accounted for using the equity method of accounting:

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Joint Venture	Property Name	Company's Interest
CBL-TRS Joint Venture, LLC	Friendly Center, The Shops at Friendly Center and a portfolio  of six office buildings	50.0	%
CBL-TRS Joint Venture II, LLC	Renaissance Center	50.0	%
Governor’s Square IB	Governor’s Plaza	50.0	%
Governor’s Square Company	Governor’s Square	47.5	%
High Pointe Commons, LP	High Pointe Commons	50.0	%
High Pointe Commons II-HAP, LP	High Pointe Commons - Christmas Tree Shop	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 LLC	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 (Coastal Grand Crossing  and vacant land)	50.0	%
Port Orange I, LLC	The Pavilion at Port Orange Phase I	50.0	%
Triangle Town Member LLC	Triangle Town Center, Triangle Town Commons  and Triangle Town Place	50.0	%
West Melbourne I, LLC	Hammock Landing Phases I and II	50.0	%
York Town Center, LP	York Town Center	50.0	%

Although the Company has majority ownership of certain of these joint ventures, it has evaluated these investments and concluded that the other partners or owners in these joint ventures have substantive participating rights, such as approvals of:

·   the pro forma for the development and construction of the project and any material deviations or modifications thereto;

·   the site plan and any material deviations or modifications thereto;

·   the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;

·   any acquisition/construction loans or any permanent financings/refinancings;

·   the annual operating budgets and any material deviations or modifications thereto;

·   the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and

·   any material acquisitions or dispositions with respect to the project.

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.

Condensed combined financial statement information of these unconsolidated affiliates is as follows:

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	December 31,
	2010			2009
ASSETS:
Investment in real estate assets	$	1,288,921		$	1,294,437
Accumulated depreciation		(222,261	)		(204,983	)
		1,066,660			1,089,454
Construction in progress		18,273			130,471
Net investment in real estate assets		1,084,933			1,219,925
Other assets		111,271			107,250
Total assets	$	1,196,204		$	1,327,175
LIABILITIES:
Mortgage and other indebtedness	$	972,540		$	1,040,280
Other liabilities		27,793			33,012
Total liabilities	$	1,000,333		$	1,073,292
OWNERS' EQUITY
The Company		136,594			178,723
Other investors		59,277			75,160
Total owners' equity		195,871			253,883
Total liabilities and owners’ equity	$	1,196,204		$	1,327,175
	Year Ended December 31,
		2010			2009 (1)			2008 (1)
Total revenues	$	154,078		$	164,343		$	156,783
Depreciation and amortization		(53,951	)		(51,084	)		(53,569	)
Other operating expenses		(48,723	)		(56,223	)		(50,693	)
Income from operations		51,404			57,036			52,521
Interest income		1,112			1,333			295
Interest expense		(55,161	)		(51,186	)		(53,497	)
Gain on sales of real estate assets		1,492			3,712			5,723
Income (loss) from discontinued operations		166			105			(2,296	)
Net income (loss)	$	(987	)	$	11,000		$	2,746
(1) Restated for income (loss) from discontinued operations related to the sale of Plaza del Sol in June 2010.

Debt on these Properties is non-recourse, excluding West Melbourne and Port Orange.   See Note 14 for a description of guarantees the Company has issued related to certain unconsolidated affiliates.

Parkway Place L.P.

In October 2010, the Company acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from its joint venture partner. The interest was acquired for total consideration of $38,775, which consisted of $17,831 in a combination of cash paid by the Company and a distribution from the joint venture to the joint venture partner and the assumption of the joint venture partner’s share of the loan secured by Parkway Place with a principal balance of $20,944 at the time of purchase.  The Company recognized a gain of $888 upon acquisition related to the excess of the fair value of the Company’s existing investment over its carrying value at the time of purchase.  The results of operations of Parkway Place through the purchase date are included in the table above.  From the date of purchase, the results of operations of Parkway Place from the date of purchase are reflected on a consolidated basis.

Mall Shopping Center Company

In June 2010, the Company’s 50.6% owned unconsolidated joint venture, Mall Shopping Center Company, sold Plaza del Sol in Del Rio, TX.  The joint venture recognized a gain of $1,244 from the sale, of which the Company’s share was $75, net of the excess of its basis over its underlying equity in the amount of

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$554.  The results of operations of Mall Shopping Center Company have been reclassified to discontinued operations in the table above for all periods presented.

CBL Brazil

In October 2007, the Company entered into a condominium partnership agreement with several individual investors and a former land owner to acquire a 60% interest in a new retail development in Macaé, Brazil.  The retail center opened in September 2008.  The Company provided total funding of $26,231, net of distributions received of $940, related to the development.  In October 2009, the Company entered into an agreement to sell its interest in this partnership for a gross sales price of $24,200, less brokerage commissions and other closing costs for a net sales price of $23,028.  The Company recorded a loss on impairment of investment of $1,143 during the third quarter of 2009 to reflect the net loss that was projected on the sale.  The sale closed in December 2009.  The Company incurred an additional impairment loss of $411 related to the sale which is reflected in loss on impairment of investments in the accompanying consolidated statement of operations for the year ended December 31, 2009.

TENCO-CBL Servicos Imobiliarios S.A.

In April 2008, the Company entered into a 50/50 joint venture, TENCO-CBL Servicos Imobiliarios S.A., with TENCO Realty S.A. (“TENCO”) to form a property management services organization in Brazil.  The Company had contributed $2,000 and, in February 2009, negotiated the exercise of its put option right to divest of its portion of the investment in TENCO-CBL Servicos Imobiliarios S.A. pursuant to the joint venture’s governing agreement.  Under the terms of the agreement, TENCO agreed to pay the Company $2,000 plus interest at a rate of 10%.  TENCO paid the Company $250 in March 2009 and $1,750 in December 2009, plus applicable interest. There was no gain or loss on this sale.

CBL Macapa

In September 2008, the Company entered into a condominium partnership agreement with several individual investors to acquire a 60% interest in a new retail development in Macapa, Brazil.  In December 2009, the Company entered into an agreement to sell its 60% interest to one of the individual investors for a gross sales price of $1,263, less closing costs for a net sales price of $1,201.  The sale closed in March 2010.  Upon closing, the buyer paid $200 and gave the Company two notes receivable totaling $1,001, both with an interest rate of 10%, for the remaining balance of the purchase price.  There was no gain or loss on this sale.  On April 22, 2010, the buyer paid the first note of $300, due on April 23, 2010, plus applicable interest.  Upon maturity of the second note of $701, due on June 8, 2010, the buyer requested additional time for payment.  The Company and buyer agreed to revised terms regarding the second note of which the buyer pays monthly installments of $45 from July 2010 to June 2011, with a final balloon installment of $161 due in July 2011.  Interest on the revised note is payable at maturity.

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 December 31, 2010, 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, 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 expired on January 22, 2010.

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The Company accounts for its noncontrolling 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 initially 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 was amortized to interest income over the term of the secured note using the effective interest method through March 2009, at which time the Company recorded an other-than-temporary impairment charge partially related to the secured note.  See Note 15 for information regarding the fair value of the secured note and warrant.  The noncontrolling interest and the secured note are reflected as investment in unconsolidated affiliates in the accompanying consolidated balance sheets.

As part of its investment review as of March 31, 2009, the Company determined that its noncontrolling interest in Jinsheng was impaired on an other-than-temporary basis due to a decline in expected future cash flows.  The decrease resulted from declining occupancy rates and sales due to the then downturn of the real estate market in China.  An impairment charge of $5,306 is recorded in the Company’s consolidated statement of operations for the year ended December 31, 2009 to reduce the carrying value of the Company’s cost-method investment to its estimated fair value.  The Company performed a quantitative and qualitative analysis of its noncontrolling investment as of December 31, 2010 and determined that the current balance of its investment is not impaired.  A rollforward of the co st-method portion of the Company’s noncontrolling interest for the year ended December 31, 2009 is as follows:

Balance at January 1, 2009	$	10,125
Impairment loss recognized in earnings		(5,306	)
Balance at December 31, 2009	$	4,819

NOTE 6. MORTGAGE AND OTHER INDEBTEDNESS

Mortgage and other indebtedness consisted of the following:

	December 31, 2010					December 31, 2009
	Amount		Weighted Average Interest Rate (1)			Amount		Weighted Average Interest Rate (1)
Fixed-rate debt:
Non-recourse loans on operating properties (2)	$	3,664,293		5.85	%	$	3,932,572		6.02	%
Recourse term loans on operating properties (2)		30,449		6.00	%		117,146		4.64	%
Total fixed-rate debt		3,694,742		5.85	%		4,049,718		5.99	%
Variable-rate debt:
Non-recourse term loans on operating properties		114,625		3.61	%		-		0.00	%
Recourse term loans on operating properties		350,106		2.28	%		242,763		1.68	%
Construction loans		14,536		3.32	%		126,958		2.48	%
Secured lines of credit		598,244		3.38	%		759,206		4.19	%
Unsecured term loans		437,494		1.66	%		437,494		1.73	%
Total variable-rate debt		1,515,005		2.65	%		1,566,421		2.97	%
Total	$	5,209,747		4.92	%	$	5,616,139		5.15	%

(1)	Weighted-average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
(2)	The Company had two interest rate swaps on notional amounts totaling $127,500 as of December 31, 2009 related to its variable-rate loans on operating properties to effectively fix the interest rates on the respective loans.  Therefore, these amounts are reflected in fixed-rate debt in 2009.

Non-recourse and recourse term loans include loans that are secured by Properties owned by the Company that have a net carrying value of $5,324,109 at December 31, 2010.

Secured Lines of Credit

The Company has three secured lines of credit that are used for mortgage retirement, working capital, construction and acquisition 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, subject to a floor of 1.50%, plus a margin ranging from 1.45% to 4.25% and had a weighted 
 

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average interest rate of 3.38% at December 31, 2010. The Company also pays fees based on the amount of unused availability under its two largest secured lines of credit at a rate of 0.35% of unused availability. The following summarizes certain information about the secured lines of credit as of December 31, 2010:

Total Capacity		Total Outstanding			Maturity Date	Extended Maturity Date
$	525,000	$	75,124	(1)	February 2012	February 2013
	520,000		518,920		August 2011	April 2014
	105,000		4,200		June 2012	N/A
$	1,150,000	$	598,244
(1)	There was an additional $7,291 outstanding on this secured line of credit as of December 31, 2010 for letters of credit. Up to $50,000 of the capacity on this line can be used for letters of credit.

In October 2010, Wells Fargo Bank NA, serving as administrative agent, and the lender group of the Company’s $560,000 secured credit facility agreed to waive the requirement that Wausau Mall be added to the collateral pool securing that facility.  As a result, the Company voluntarily reduced the total capacity of the secured line of credit to $520,000 in order to maintain the loan-to-value ratio set forth in the credit facility agreement.

In July 2010, the Company extended and modified its $105,000 secured credit facility, of which First Tennessee Bank NA serves as administrative agent for the lender group.  The facility’s maturity date was extended from June 2011 to June 2012 at its existing interest rate of LIBOR plus 3.00%, with LIBOR subject to a minimum of 1.50%.

During the year ended December 31, 2010, the Company repaid six commercial mortgage-backed securities (“CMBS”) loans with borrowings from the $520,000 credit facility.  The principal balances that were repaid and the Properties securing each loan were as follows:  $38,856 secured by Park Plaza Mall in Little Rock, AK; $8,988 secured by WestGate Crossing in Spartanburg, SC; $29,710 secured by Stroud Mall in Stroudsburg, PA; $47,449 secured by York Galleria in York, PA; and $55,360 secured by Parkdale Mall and Parkdale Crossing in Beaumont, TX.  Each of these Properties was added to the collateral pool securing the $520,000 facility.

The secured lines of credit are collateralized by 41 of the Company’s Properties, or certain parcels thereof, which had an aggregate net carrying value of $1,148,830 at December 31, 2010.

Unsecured Term Loans

In November 2010, the Company closed on the extension of an unsecured term loan that was obtained for the exclusive purpose of acquiring certain properties from the Starmount Company or its affiliates.  At December 31, 2010, the outstanding borrowings of $209,494 under this loan had a weighted average interest rate of 1.39%.  The Company completed its acquisition of the Properties in February 2008 and, as a result, no further draws can be made against the loan.  The loan’s maturity date was extended to November 2011 at its existing interest rate of LIBOR plus a margin of 0.95% to 1.40% based on the Company’s leverage ratio, as defined in the agreement to the loan.  Net proceeds from a sale, or the Company’s share of excess proceeds from any refinancings, of any of the Propertie s originally purchased with borrowings from this unsecured term loan must be used to pay down any remaining outstanding balance.  The loan has a one-year extension option, which is at the Company’s election, for an outside maturity date of November 2012.

The Company has an unsecured term loan with total capacity 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.  At December 31, 2010, the outstanding borrowings of $228,000 under the unsecured term loan had a weighted average interest rate of 1.92%.  The loan matures in April 2011 and has two one-year extension options, which are at the Company’s election, for an outside maturity date of April 2013.

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Letters of Credit

At December 31, 2010, the Company had additional secured and unsecured lines of credit with a total commitment of $20,971 that can only be used for issuing letters of credit. The letters of credit outstanding under these lines of credit totaled $17,245 at December 31, 2010.

Fixed-Rate Debt

As of December 31, 2010, fixed-rate operating loans bear interest at stated rates ranging from 2.00% to 8.50%. Outstanding borrowings under fixed-rate loans include net unamortized debt premiums of $2,903 that were recorded when the Company assumed debt to acquire real estate assets that was at a net above-market interest rate compared to similar debt instruments at the date of acquisition. Fixed-rate loans generally provide for monthly payments of principal and/or interest and mature at various dates through July 2020, with a weighted average maturity of 4.6 years.

During the fourth quarter of 2010, the Company retired a loan of $10,853 with a fixed rate of 6.70% secured by Wausau Center in Wausau, WI.

During the third quarter of 2010, the Company closed on a $65,000 ten-year, non-recourse CMBS loan with a fixed interest rate of 6.50% secured by Valley View Mall in Roanoke, VA.  The new loan replaced an existing loan with a principal balance of $40,639 that was scheduled to mature in September 2010.  The excess proceeds received from the refinancing were used to pay down the Company’s secured credit facilities.

During the second quarter of 2010, the Company entered into an $83,000 ten-year, non-recourse CMBS loan with a fixed interest rate of 6.00% secured by Burnsville Center in Minneapolis, MN.  The loan replaced an existing $60,683 loan that was scheduled to mature in August 2010.  The Company also entered into an eight-year $115,000 loan with a fixed interest rate of 6.98% secured by CoolSprings Galleria in Nashville, TN.  Proceeds from the new loan, plus cash on hand, were used to retire an existing loan of $120,463 that was scheduled to mature in September 2010.  Additionally, the Company closed on a new ten-year $14,800 loan with a fixed interest rate of 7.25% secured by The Terrace, a community center in Chattanooga, TN.  Excess proceeds from these financing activities were used to pa y down the Company’s secured credit facilities.

Variable-Rate Debt

Recourse term loans for the Company’s operating Properties bear interest at variable interest rates indexed to the prime lending rate or LIBOR. At December 31, 2010, interest rates on such recourse loans varied from 1.26% to 4.50%. These loans mature at various dates from February 2011 to September 2011, with a weighted average maturity of 0.5 years, and have various extension options ranging from one to two years.

During the first quarter of 2010, the Company closed on a variable-rate $72,000 non-recourse loan that bears interest at LIBOR plus a margin of 400 basis points secured by St. Clair Square in Fairview Heights, IL.  The new loan replaced an existing loan with a principal balance of $57,237.  The Company has an interest rate cap in place on this loan to limit the LIBOR rate to a maximum of 3.00%.  The cap matures in January 2012.  The excess proceeds received from the refinancing were used to pay down the Company’s secured credit facilities.

Covenants and Restrictions

The agreements to the $525,000 and $520,000 secured lines of credit contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum net worth requirements, and limitations on cash flow distributions.  The Company was in compliance with all covenants and restrictions at December 31, 2010.

The agreements to the $525,000 and $520,000 secured credit facilities and the two unsecured term facilities described above, each with the same lead lender, contain default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods) in the event (i) there is a default in the payment of any indebtedness owed by the Company to any institution which is a part of the lender groups for the credit facilities, or (ii) there is any other type of default with respect to any indebtedness owed by the Company to any institution which is a part of the lender groups for the credit facilities and such lender accelerates the payment of the indebtedness owed to it as a result of such default.  The credit facility agreements provide that, upon the

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occurrence and continuation of an event of default, payment of all amounts outstanding under these credit facilities and those facilities with which these agreements reference cross-default provisions may be accelerated and the lenders’ commitments may be terminated.  Additionally, any default in the payment of any recourse indebtedness greater than $50,000 or any non-recourse indebtedness greater than $100,000 of the Company, the Operating Partnership and significant subsidiaries, as defined, regardless of whether the lending institution is a part of the lender groups for the credit facilities, will constitute an event of default under the agreements to the credit facilities.

Several of the Company’s malls/open-air centers, associated centers and community centers, in addition to 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. 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.

Scheduled Principal Payments

As of December 31, 2010, the scheduled principal payments, including maturing balloon amounts, of the Company’s consolidated debt, excluding extension options available at the Company’s election, on all mortgage and other indebtedness are as follows:
 

2011	$	1,612,699
2012		639,594
2013		448,478
2014		149,463
2015		796,088
Thereafter		1,560,522
		5,206,844
Net unamortized premiums		2,903
	$	5,209,747

Of the $1,612,699 of scheduled principal payments in 2011, $656,285 relates to the maturing principal balances of eleven operating property loans and $956,414 relates to the $520,000 secured line of credit and the two unsecured term loans.  Maturing operating property loans with principal balances of $330,074 outstanding as of December 31, 2010 have extensions available at the Company’s option, leaving approximately $326,211 of loan maturities in 2011 that must be retired or refinanced.  The $326,211 of loan maturities in 2011 represents six operating property mortgage loans.  In January 2011, the Company retired one of the six mortgage loans with a principal balance of $78,748 outstanding as of December 31, 2010.  The Company has term shee ts executed on three of the Properties.

The Company has extension options available, at its election, related to the maturities of the $520,000 secured credit facility and the two unsecured term loans.  The Company’s $520,000 credit facility is currently secured by several operating properties or parcels thereof.  The Company is in process of obtaining property-specific, non-recourse loans for the majority of these properties and currently has term sheets executed on nine assets that are included in the collateral pool.  As loans are obtained for these properties, the $520,000 secured credit facility may be used to retire future loans maturing in 2011 and 2012, as well as to provide additional flexibility for liquidity purposes.

Interest Rate Hedging Instruments

The Company records its derivative instruments in its consolidated balance sheets at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting.

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The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements.  To accomplish these objectives, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  

Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in accumulated other comprehensive income (loss) (“AOCI/L”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  Such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

As of December 31, 2010, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

Interest Rate Derivative	Number of Instruments		Notional Amount
Interest Rate Caps		1	$	72,000

The following tables provide further information relating to the Company’s hedging instruments that had been designated as hedges for GAAP accounting purposes as of December 31, 2010 and 2009:

Instrument Type	Location in Consolidated Balance Sheet	Notional Amount		Designated Benchmark Interest Rate	Strike Rate			Fair Value at 12/31/10		Fair Value at 12/31/09			Maturity Date
Cap	Intangible lease assets and other assets	$ 72,000 (amortizing to $69,375)		3-month LIBOR		3.000	%	$	3	$	-		Jan-12
Cap	Intangible lease assets and other assets		80,000	USD-SIFMA Municipal Swap Index		4.000	%		-		2		Dec-10
Pay fixed/ Receive    variable Swap	Accounts payable and accrued liabilities		40,000	1-month LIBOR		2.175	%		-		(636	)	Nov-10
Pay fixed/ Receive    variable Swap	Accounts payable and accrued liabilities		87,500	1-month LIBOR		3.600	%		-		(2,271	)	Sep-10

Hedging	Gain Recognized in OCI/L (Effective Portion)							Location of Losses Reclassified from AOCI/L into Earnings (Effective	Loss Recognized in Earnings (Effective Portion)									Location of Gain (Loss) Recognized in Earnings (Ineffective	Gain (Loss) Recognized in Earnings (Ineffective Portion)
Instrument	2010		2009		2008			Portion)	2010			2009			2008			Portion)	2010		2009		2008
Interest rate contracts	$	2,742	$	12,614	$	(15,574	)	Interest Expense	$	(2,883	)	$	(16,915	)	$	(3,390	)	Interest Expense	$	23	$	38	$	(61	)

As of December 31, 2010, the Company expects to reclassify approximately $218 of losses currently reported in accumulated other comprehensive income to interest expense within the next twelve months due to the amortization of one interest rate cap.  Fluctuations in fair values of this derivative between December 31, 2010 and the date of termination will vary the projected reclassification amount.

See Notes 2 and 15 for additional information regarding the Company’s interest rate hedging instruments.

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NOTE 7. SHAREHOLDERS’ EQUITY

Common Stock

In June 2009, the Company completed a public offering of 66,630,000 shares of its $0.01 par value common stock for $6.00 per share. The net proceeds, after underwriting costs and related expenses, of approximately $381,823 were used to repay outstanding borrowings under the Company’s credit facilities.

Preferred Stock

In March 2010, the Company completed an underwritten public offering of 6,300,000 depositary shares, each representing 1/10th of a share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per depositary share.  The depositary shares were sold at $20.30 per share including accrued dividends of $0.37 per share.  The net proceeds, after underwriting costs and related expenses, of approximately $123,599 were used to reduce outstanding borrowings under the Company’s credit facilities and for general corporate purposes.  The net proceeds included aggregate accrued dividends of $2,331 that were received as part of the offering price.

In October 2010, the Company completed an underwritten public offering of 4,400,000 depositary shares, each representing 1/10th of a share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per depositary share.  The depositary shares were sold at $23.1954 per share including accrued dividends of $0.1485 per share.  Subsequent thereto, the underwriters of the offering exercised their option to purchase an additional 450,000 depositary shares. As a result of the exercise of this option, the Company sold a total of 4,850,000 depositary shares in the offering for net proceeds of $108,799 after underwriting costs and related expenses. The net proceeds included aggregate accrued dividends of $720 that were received as part of the offering price. The ne t proceeds were used to reduce outstanding borrowings under the Company’s credit facilities and for general corporate purposes.

The Company had 18,150,000 and 7,000,000 depositary shares outstanding, each representing one-tenth of a share of 7.375% Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) with a par value of $0.01 per share, at December 31, 2010 and 2009, respectively. The Series D Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $18.4375 per share ($1.84375 per depositary share) per annum. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities of the Company. The Company may redeem shares, in whole or in part, at a ny time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

The Company had 4,600,000 depositary shares outstanding, each representing one-tenth of a share of 7.75% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) with a par value of $0.01 per share, at December 31, 2010 and 2009. The Series C Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series C Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $19.375 per share ($1.9375 per depositary share) per annum. The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities of the Company. The Company may redeem shares, in whole or in part, at any time for a cash redemption pr ice of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

Holders of each series of preferred stock will have limited voting rights if dividends are not paid for six or more quarterly periods and in certain other events.

Dividends

The Company paid first, second and third quarter 2010 cash dividends on its common stock of $0.20 per share on April 16th, July 15th and October 15th 2010, respectively.  On December 1, 2010, the Company announced a fourth quarter cash dividend of $0.20 per share that was paid on January 18, 2011, to shareholders of record as of December 30, 2010. The dividend declared in the fourth quarter of 2010, totaling $29,585, is included

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in accounts payable and accrued liabilities at December 31, 2010.  The total dividend included in accounts payable and accrued liabilities at December 31, 2009 was $6,984.

In February 2009, the Company’s Board of Directors declared a quarterly dividend for the Company’s common stock of $0.37 per share for the quarter ended March 31, 2009, to be paid in a combination of cash and shares of the Company’s common stock.  The dividend was paid on 66,407,096 shares of common stock outstanding on the record date.  The Company issued 4,754,355 shares of its common stock in connection with the dividend, which resulted in an increase of 7.2% in the number of shares outstanding.  The Company paid a

second quarter 2009 cash dividend on its common stock of $0.11 per share on July 15th, 2009 and third and fourth quarter 2009 cash dividends of $0.05 per share on October 15th, 2009 and January 15th, 2010, respectively.

The allocations of dividends declared and paid for income tax purposes are as follows:
 

	Year Ended December 31,
	2010			2009			2008
Dividends declared:
Common stock	$	0.80000		$	0.95000		$	1.63500
Series C preferred stock	$	19.3750		$	19.3750		$	19.3750
Series D preferred stock	$	18.4375		$	18.4375		$	18.4375
Allocations:
Common stock
Ordinary income		100.00	%		98.90	%		76.58	%
Capital gains 25% rate		0.00	%		1.10	%		0.67	%
Return of capital		0.00	%		0.00	%		22.75	%
Total		100.00	%		100.00	%		100.00	%
Preferred stock (1)
Ordinary income		100.00	%		98.90	%		99.14	%
Capital gains 25% rate		0.00	%		1.10	%		0.86	%
Total		100.00	%		100.00	%		100.00	%

 (1) The allocations for income tax purposes are the same for each series of preferred stock for each period presented.

NOTE 8. REDEEMABLE NONCONTROLLING INTERESTS AND NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interest and Noncontrolling Interests in the Operating Partnership

The redeemable noncontrolling interest and noncontrolling interests in the Operating Partnership are represented by common units and special common units of limited partnership interest in the Operating Partnership (the “Operating Partnership Units”) that the Company does not own.

Redeemable noncontrolling interest includes a noncontrolling partnership interest in the Operating Partnership for which the partnership agreement includes redemption provisions that may require the Company to redeem the partnership interest for real property.  In July 2004, the Company issued 1,560,940 Series S special common units (“S-SCUs”), all of which are outstanding as of December 31, 2010, in connection with the acquisition of Monroeville Mall. Under the terms of the Operating Partnership’s limited partnership agreement, the holder of the S-SCUs has the right to exchange all or a portion of its partnership interest for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. This holder has the additional right to, at any time after the seventh anniversa ry of the issuance of the S-SCUs, require the Operating Partnership to acquire a qualifying property and distribute it to the holder in exchange for the S-SCUs. Generally, the acquisition price of the qualifying property cannot be more than the lesser of the consideration that would be received in a normal exchange, as discussed above, or $20,000, subject to certain limited exceptions.  Should the consideration that would be received in a normal exchange exceed the maximum property acquisition price as described in the preceding sentence, the excess portion of its partnership interest could be exchanged for shares of the Company’s stock or, at the Company’s election, their cash equivalent.  The S-SCUs received a minimum

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distribution of $2.53825 per unit per year for the first five years, and receive a minimum distribution of $2.92875 per unit per year thereafter.

Noncontrolling interests include the aggregate noncontrolling partnership interest in the Operating Partnership that is not owned by the Company and for which each of the noncontrolling limited partners has the right to exchange all or a portion of its partnership interests for shares of the Company’s common stock, or at the Company’s election, their cash equivalent.  When an exchange occurs, CBL assumes the noncontrolling limited partner’s ownership interests in the Operating Partnership. The number of shares of common stock received by a noncontrolling limited partner of the Operating Partnership upon exercise of its exchange rights will be equal, on a one-for-one basis, to the number of Operating Partnership Units exchang ed by the noncontrolling limited partner. The amount of cash received by the noncontrolling limited partner, if CBL elects to pay cash, will be based on the five-day trailing average of the trading price at the time of exercise of the shares of common stock that would otherwise have been received by the noncontrolling limited partner in the exchange. Neither the noncontrolling limited partnership interests in the Operating Partnership nor the shares of common stock of the Company are subject to any right of mandatory redemption.

At December 31, 2010, holders of 15,560,854 J-SCUs are eligible to exchange their units for shares of common stock or, at the Company’s election, their cash equivalent. The J-SCUs receive a minimum distribution equal to $0.3628125 per unit per quarter ($1.45125 per unit per year), subject to certain adjustments if the distribution on the common units is equal to or less than $0.21875 for four consecutive quarters. Commencing in January 2011, the Company has the right to convert the J-SCUs to common units.

In June 2005, the Company issued 571,700 L-SCUs, all of which are outstanding as of December 31, 2010, in connection with the acquisition of Laurel Park Place. The L-SCUs receive a minimum distribution of $0.7572 per unit per quarter ($3.0288 per unit per year). Upon the earlier to occur of June 1, 2020, or when the distribution on the common units exceeds $0.7572 per unit for four consecutive calendar quarters, the L-SCUs will thereafter receive a distribution equal to the amount paid on the common units.

In November 2005, the Company issued 1,144,924 K-SCUs, all of which are outstanding as of December 31, 2010, in connection with the acquisition of Oak Park Mall, Eastland Mall and Hickory Point Mall. The K-SCUs received a dividend at a rate of 6.0%, or $2.85 per K-SCU, for the first year following the close of the transaction and receive a dividend at a rate of 6.25%, or $2.96875 per K-SCU, thereafter. When the quarterly distribution on the Operating Partnership’s common units exceeds the quarterly K-SCU distribution for four consecutive quarters, the K-SCUs will receive distributions at the rate equal to that paid on the Operating Partnership’s common units. At any time following the first anniversary of the closing date, the holders of the K-SCUs may exchange them, on a one-for-one basis, for shares of the Company’ s common stock or, at the Company’s election, their cash equivalent.

In December 2010, holders of 9,807,013 J-SCUs exercised their conversion rights.  The Company was requested to exchange common stock for these units, and elected to do so.

During 2008, holders of 24,226 J-SCUs exercised their conversion rights.  The Company was requested to exchange common stock for these units, and elected to do so.

No holders of special common units or common units of noncontrolling limited partnership interest in the Operating Partnership exercised their conversion rights during 2009.

Outstanding rights to convert redeemable noncontrolling interests and noncontrolling interests in the Operating Partnership to common stock were held by the following parties at December 31, 2010 and 2009:

	December 31,
	2010		2009
Jacobs		13,106,525		22,913,538
CBL’s Predecessor		18,604,156		18,630,037
Third parties		10,430,998		10,405,117
Total Operating Partnership Units		42,141,679		51,948,692

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The assets and liabilities allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests are based on their ownership percentages of the Operating Partnership at December 31, 2010 and 2009.  The ownership percentages are determined by dividing the number of Operating Partnership Units held by each of the redeemable noncontrolling interest and the noncontrolling interests at December 31, 2010 and 2009 by the total Operating Partnership Units outstanding at December 31, 2010 and 2009, respectively.  The redeemable noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 0.8% at December 31, 2010 and 2009.  The noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 21.4% and 26.6% at December 31, 2010 and 2009, respectively.

Income is allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests based on their weighted average ownership during the year. The ownership percentages are determined by dividing the weighted average number of Operating Partnership Units held by each of the redeemable noncontrolling interest and noncontrolling interests by the total weighted average number of Operating Partnership Units outstanding during the year.

A change in the number of shares of common stock or Operating Partnership Units changes the percentage ownership of all partners of the Operating Partnership.  An Operating Partnership Unit is considered to be equivalent to a share of common stock since it generally is exchangeable for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As a result, an allocation is made between redeemable noncontrolling interest, shareholders’ equity and noncontrolling interests in the Operating Partnership in the accompanying balance sheet to reflect the change in ownership of the Operating Partnership’s underlying equity when there is a change in the number of shares and/or Operating Partnership Units outstanding.  Du ring 2010 and 2008, the Company allocated $3,139 and $476, respectively, from shareholders’ equity to redeemable noncontrolling interest.  During 2009, the Company allocated $4,242 from redeemable nocontrolling interest to shareholders’ equity.  During 2010, 2009 and 2008, the Company allocated $43,905, $7,942 and $369, respectively, from noncontrolling interest to shareholders’ equity.

The total redeemable noncontrolling interest in the Operating Partnership was $28,070 and $16,194 at December 31, 2010 and 2009, respectively.  The total noncontrolling interest in the Operating Partnership was $217,519 and $301,808 at December 31, 2010 and 2009, respectively.

On December 1, 2010, the Operating Partnership declared distributions of $1,143 and $11,105 to the Operating Partnership’s redeemable noncontrolling limited partners and noncontrolling limited partners, respectively. The distributions were paid on January 18, 2011. This distribution represented a distribution of $0.2000 per unit for each common unit and $0.3317 to $0.7572 per unit for certain special common units in the Operating Partnership. The total distribution is included in accounts payable and accrued liabilities at December 31, 2010.

On December 2, 2009, the Operating Partnership declared distributions of $1,143 and $11,651 to the Operating Partnership’s redeemable noncontrolling limited partners and noncontrolling limited partners, respectively. The distributions were paid on January 15, 2010. This distribution represented a distribution of $0.0500 per unit for each common unit and $0.3628 to $0.7572 per unit for certain special common units in the Operating Partnership. The total distribution is included in accounts payable and accrued liabilities at December 31, 2009.

Redeemable Noncontrolling Interests and Noncontrolling Interests in Other Consolidated Subsidiaries

Redeemable noncontrolling interests includes the aggregate noncontrolling ownership interest in five of the Company’s other consolidated subsidiaries that is held by third parties and for which the related partnership agreements contain redemption provisions at the holder’s election that allow for redemption through cash and/or properties.  The total redeemable noncontrolling interests in other consolidated subsidiaries was $430,143 and $428,065 at December 31, 2010 and 2009, respectively.

The redeemable noncontrolling interests in other consolidated subsidiaries includes the third party interest in the Company’s subsidiary that provides security and maintenance services and the perpetual preferred joint venture units (“PJV units”) issued to Westfield Group (“Westfield”) for its preferred interest in CW Joint Venture, LLC, a Company-controlled entity (“CWJV”), consisting of four of the Company’s other consolidated

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subsidiaries.  Activity related to the redeemable noncontrolling preferred joint venture interest represented by the PJV units is as follows:

	Year Ended December 31,
	2010			2009
Beginning Balance	$	421,570		$	421,279
Net income attributable to redeemable noncontrolling      preferred joint venture interest		20,670			20,737
Distributions to redeemable noncontrolling      preferred joint venture interest		(20,552	)		(20,446	)
Issuance of preferred joint venture interest		2,146			-
Ending Balance	$	423,834		$	421,570

See Note 14 for additional information regarding the PJV units.

Noncontrolling interests includes the aggregate noncontrolling ownership interest in 17 of the Company’s other consolidated subsidiaries that is held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. The total noncontrolling interests in other consolidated subsidiaries was $6,086 and $675 at December 31, 2010 and 2009, respectively.

The assets and liabilities allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries are based on the third parties’ ownership percentages in each subsidiary at December 31, 2010 and 2009. Income is allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries based on the third parties’ weighted average ownership in each subsidiary during the year.

Variable Interest Entities

Imperial Valley Commons, L.P.

The Company has a 60% ownership interest in a joint venture with a third party for the potential development of Imperial Valley Commons, a community retail shopping center in El Centro, CA.  The Company determined that its investment represents a variable interest in a variable interest entity and that the Company is the primary beneficiary since it has the ability to direct the activities of this joint venture that most significantly impact the joint venture’s economic performance.  The Company earns a preferred return on its investment until it has been reimbursed.  As a result, the joint venture is presented in the accompanying financial statements as of December 31, 2010 and 2009 on a consolidated basis, with any interests of the third party reflected as noncontrolling interest.  At December 31, 2010 and 2009, this joint venture had total assets of $24,928 and $24,440, respectively.

PPG Venture I Limited Partnership

The Company has a 10% ownership interest and is the primary beneficiary in a joint venture that owns and operates Willowbrook Plaza in Houston, TX, Massard Crossing in Ft. Smith, AR and Pemberton Plaza in Vicksburg, MS. At December 31, 2010 and 2009, this joint venture had total assets of $50,571 and $51,429, respectively, and a mortgage note payable of $34,961 and $35,487, respectively.

NOTE 9. MINIMUM RENTS

The Company receives rental income by leasing retail shopping center space under operating leases. Future minimum rents are scheduled to be received under noncancellable tenant leases at December 31, 2010, as follows:

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2011	$	614,684
2012		521,548
2013		444,767
2014		386,129
2015		328,696
Thereafter		1,026,446
	$	3,322,270

Future minimum rents do not include percentage rents or tenant reimbursements that may become due.

NOTE 10. MORTGAGE AND OTHER NOTES RECEIVABLE

Mortgage notes receivable are collateralized by first mortgages, wrap-around mortgages on the underlying real estate and related improvements or by assignment of 100% of the partnership interests that own the real estate assets.  Other notes receivable include amounts due from tenants or government sponsored districts and unsecured notes received from third parties as whole or partial consideration for property or investments.  Interest rates on mortgage and other notes receivable range from 2.0% to 12.0%, with a weighted average interest rate of 6.87% and 5.60% at December 31, 2010 and 2009, respectively. Maturities of these notes receivable range from March 2011 to January 2047.

The Company reviews its mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectibility of those balances.  Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors. In June 2010, the Company revised a note receivable with a balloon amount due of $701 in order to allow for monthly installment payments to be received over a period of twelve months with a small balloon balance due one month thereafter.  As of December 31, 2010, the Company believes that its mortgage and other notes receivable balance of $30,519 is fully collectible and, as such, has not recorded an allowance for credit losses related to these receivables.

NOTE 11. 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. The accounting policies of the reportable segments are the same as those described in Note 2. Information on the Company’s reportable segments is presented as follows:

 

Year Ended December 31, 2010	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	968,017		$	42,356		$	16,659		$	44,772		$	1,071,804
Property operating expenses (1)		(317,249	)		(11,185	)		(3,631	)		26,374			(305,691	)
Interest expense		(231,113	)		(7,794	)		(4,712	)		(42,960	)		(286,579	)
Other expense		-			-			-			(25,523	)		(25,523	)
Gain (loss) on sales of real estate assets		1,754			-			1,144			(11	)		2,887
Segment profit	$	421,409		$	23,377		$	9,460		$	2,652		$	456,898
Depreciation and amortization expense														(286,465	)
General and administrative expense														(43,383	)
Interest and other income														3,873
Gain on investments														888
Loss on impairment of real estate (4)														(40,240	)
Equity in losses of unconsolidated affiliates														(188	)
Income tax benefit														6,417
Income from continuing operations													$	97,800
Total assets	$	6,561,098		$	325,395		$	67,252		$	552,809		$	7,506,554
Capital expenditures (3)	$	98,277		$	7,931		$	25,050		$	53,856		$	185,114

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Year Ended December 31, 2009	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	982,116		$	41,022		$	13,632		$	45,509		$	1,082,279
Property operating expenses (1)		(323,681	)		(10,820	)		(4,871	)		25,694			(313,678	)
Interest expense		(245,987	)		(8,475	)		(3,013	)		(35,351	)		(292,826	)
Other expense		-			-			-			(25,794	)		(25,794	)
Gain on sales of real estate assets		1,886			705			889			340			3,820
Segment profit	$	414,334		$	22,432		$	6,637		$	10,398			453,801
Depreciation and amortization expense														(306,928	)
General and administrative expense														(41,010	)
Interest and other income														5,211
Loss on investments														(9,260	)
Loss on extinguishment of debt														(601	)
Loss on impairment of real estate (4)														(114,862	)
Equity in earnings of unconsolidated affiliates														5,489
Income tax benefit														1,222
Income from continuing operations													$	(6,938	)
Total assets	$	6,638,835		$	333,210		$	69,449		$	687,616		$	7,729,110
Capital expenditures (3)	$	134,865		$	17,272		$	2,888		$	103,878		$	258,903

Year Ended December 31, 2008	Malls			Associated Centers			Community Centers			All Other (2)			Total
Revenues	$	1,019,354		$	43,471		$	10,038		$	59,311		$	1,132,174
Property operating expenses (1)		(354,976	)		(11,439	)		(3,162	)		21,971			(347,606	)
Interest expense		(252,074	)		(9,045	)		(2,801	)		(47,790	)		(311,710	)
Other expense		-			-			-			(33,333	)		(33,333	)
Gain on sales of real estate assets		5,227			28			1,071			4,539			10,865
Segment profit	$	417,531		$	23,015		$	5,146		$	4,698			450,390
Depreciation and amortization expense														(330,325	)
General and administrative expense														(45,241	)
Interest and other income														10,076
Loss on investments														(17,181	)
Equity in earnings of unconsolidated affiliates														2,831
Income tax provision														(13,495	)
Income from continuing operations													$	57,055
Total assets	$	6,884,654		$	343,440		$	73,508		$	732,733		$	8,034,335
Capital expenditures (3)	$	182,049		$	7,855		$	23,782		$	217,237		$	430,923

(1)	Property operating expenses include property operating, 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.
(4)	Loss on impairment of real estate for the year ended December 31, 2010 consisted of $25,435 related to Malls, $13,649 related to Community Centers and $1,156 related to All Other.  Loss on impairment of real estate of $114,862 for the year ended December 31, 2009 was related to Malls.

NOTE 12. SUPPLEMENTAL AND NONCASH INFORMATION

The Company paid cash for interest, net of amounts capitalized, in the amount of $278,783, $294,754 and $319,680 during 2010, 2009 and 2008, respectively.

The Company’s noncash investing and financing activities for 2010, 2009 and 2008 were as follows:

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	2010			2009		2008
Accrued dividends and distributions payable	$	41,833		$	19,688	$	43,592
Additions to real estate assets accrued but not yet paid		19,125			3,894		18,504
Notes receivable from sale of interest in unconsolidated affiliate		1,001			1,750		-
Distribution of real estate assets from unconsolidated affiliate		12,210			-		-
Issuance of additional redeemable noncontrolling preferred joint venture interests		2,146			-		-
Reclassification of mortgage and other notes receivable to other assets		7,269			-		-
Consolidation of Parkway Place:
Increase in real estate assets		33,706			-		-
Increase in tenant and other receivables		735			-		-
Increase in intangible lease and other assets		3,240			-		-
Increase in mortgage and other indebtedness		21,753			-		-
Increase in accounts payable and accrued liabilities		4,478			-		-
Decrease in investment in unconsolidated affiliates		(15,175	)		-		-
Issuance of common stock for dividend		-			14,739		-
Reclassification of developments in progress to mortgage and other notes receivable		-			2,759		17,371
Additions to real estate assets from forgiveness of mortgage note receivable		-			6,502		-
Issuance of noncontrolling interests in Operating Partnership for distribution		-			4,140		-
Notes receivable from sale of real estate assets		-			-		11,258
Deconsolidation of joint ventures:
Decrease in real estate assets		-			-		(51,607	)
Decrease in mortgage notes payable		-			-		(9,058	)
Decrease in noncontrolling interest		-			-		(3,257	)
Increase in investment in unconsolidated affiliates		-			-		33,776
Decrease in accounts payable and accrued liabilities		-			-		(5,516	)

NOTE 13. RELATED PARTY TRANSACTIONS

CBL’s Predecessor and certain officers of the Company have a significant noncontrolling interest in the construction company that the Company engaged to build substantially all of the Company’s development Properties. The Company paid approximately $36,922, $87,942 and $179,517 to the construction company in 2010, 2009 and 2008, respectively, for construction and development activities. The Company had accounts payable to the construction company of $2,679 and $3,403 at December 31, 2010 and 2009, respectively.

The Management Company provides management, development and leasing services to the Company’s unconsolidated affiliates and other affiliated partnerships. Revenues recognized for these services amounted to $4,835, $5,862 and $9,694 in 2010, 2009 and 2008, respectively.

NOTE 14. CONTINGENCIES

CBL’s Predecessor and certain officers of the Company have a significant noncontrolling interest in the construction company that the Company engaged to build substantially all of the Company’s development properties. On March 11, 2010, The Promenade D’Iberville, LLC, a subsidiary of the Company, filed a lawsuit in the Circuit Court of Harrison County, Mississippi, against multiple defendants, including this construction company, seeking damages for, among other things, alleged property damage arising out of work on a shopping center development in D’Iberville, Mississippi.  The construction company filed an answer and counterclaim denying liability and seeking to recover from the subsidiary the retainage of approximately $320 allegedly owed under the construction contract.  The case is at t he discovery stage.  Charles B. Lebovitz, Chairman of the Board of the Company, resigned as a director of the construction company effective May 1, 2010, and no other CBL officer or director currently serves as a director or officer of the construction company.

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.

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Additionally, management believes that, based on environmental studies completed to date, any exposure to environmental cleanup will not materially affect the financial position and results of operations of the Company.

 The Company consolidates CWJV, its joint venture investment with Westfield.  The terms of the joint venture agreement require that CWJV pay an annual preferred distribution at a rate of 5.0%, which increases to 6.0% on July 1, 2013, on the preferred liquidation value of the PJV units of CWJV that are held by Westfield.  Westfield has the right to have all or a portion of the PJV units redeemed by CWJV with property owned by CWJV, and subsequent to October 16, 2012, with either cash or property owned by CWJV, in each case for a net equity amount equal to the preferred liquidation value of the PJV units. At any time after January 1, 2013, Westfield may propose that CWJV acquire certain qualifying property that would be used to redeem the PJV units at their preferred liquidation value. If CWJV does not redeem the PJV units with such qualifying property (a “Preventing Event”), then the annual preferred distribution rate on the PJV units increases to 9.0% beginning July 1, 2013.  The Company will have the right, but not the obligation, to offer to redeem the PJV units after January 31, 2013 at their preferred liquidation value, plus accrued and unpaid distributions. If the Company fails to make such an offer, the annual preferred distribution rate on the PJV units increases to 9.0% for the period from July 1, 2013 through June 30, 2016, at which time it decreases to 6.0% if a Preventing Event has not occurred.  If, upon redemption of the PJV units, the fair value of the Company’s common stock is greater than $32.00 per share, then such excess (but in no case greater than $26,000 in the aggregate) shall be added to the aggregate preferred liquidation value payable on account of the PJV units.  The Company accounts for this contingency using the method prescribed for e arnings or other performance measure contingencies.  As such, should this contingency result in additional consideration to Westfield, the Company will record the current fair value of the consideration issued as a purchase price adjustment at the time the consideration is paid or payable.

Guarantees

The Company 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 the Company’s investment in the joint venture. The Company may receive a fee from the joint venture for providing the guaranty. Additionally, when the Company issues a guaranty, the terms of the joint venture agreement typically provide that the Company may receive indemnification from the joint venture or have the ability to increase our ownership interest.

The Company owns a parcel of land in Lee's Summit, MO 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 $24,379.  The Company recorded an obligation of $315 in its consolidated balance sheets as of December 31, 2010 and 2009 to reflect the estimated fair value of the guaranty.  The total amount outstanding at December 31, 2010 on the loans was $80,437 of which the Company has guaranteed $21,718.

The third party developer and the lender of the loans amended the loans in June and September 2010. Pursuant to these amendments, any previous events of default were either retracted by the lender or deemed cured. The loan was further amended to, among other things, reduce the maximum amount of the loan from $116,867 to $90,294, which reduced the Company’s maximum exposure under its guaranty from $31,554 to $24,379. The amendments also established time parameters to achieve certain leasing thresholds as well as to require that the third party developer effect the closing of a bond issuance of at least $27,000 on or before February 15, 2011, the net proceeds of which would be used to reduce the outstanding amount on the bond line of credit.

The bond issuance was not completed by February 15, 2011. On February 16, 2011, the lender provided a notice to the third party developer that there was an event of default as a result of not having completed the bond issuance. The notice also provided that the lender was willing to waive the event of default and consider appropriate modifications to the loan so long as the modifications are completed no later than March 15, 2011 and that the lender will not make any demand on the guarantors of the loan, including the Company’s portion, on or before March 15, 2011, as a result of the event of default. The Company has not recorded an accrual for the contingent guaranty obligation as the Company does not believe that this contingent obligation is probable.

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The Company has guaranteed 100% of the construction and land loans of West Melbourne I, LLC (“West Melbourne”), an unconsolidated affiliate in which the Company owns a 50% interest, of which the maximum guaranteed amount is $50,678.  West Melbourne developed and operates Hammock Landing, a community center in West Melbourne, FL. The total amount outstanding on the loans at December 31, 2010 was $45,610. The guaranty will expire upon repayment of the debt.  The land loan, representing $3,276 of the amount outstanding at December 31, 2010, matures in August 2011.  West Melbourne will either retire this loan at maturity or may request an extension of the maturity date.  The construction loan, representing $42,334 of the amount outstanding at December 31, 2010, matures in August 2011 and has two one-year extension options available.  The Company recorded an obligation of $670 in the accompanying condensed consolidated balance sheets as of December 31, 2010 and December 31, 2009 to reflect the estimated fair value of this guaranty.

The Company has guaranteed 100% of the construction loan of Port Orange I, LLC (“Port Orange”), an unconsolidated affiliate in which the Company owns a 50% interest, of which the maximum guaranteed amount is $97,183.  Port Orange developed and, in March 2010, opened The Pavilion at Port Orange, a community center in Port Orange, FL.  The total amount outstanding at December 31, 2010 on the loan was $69,363. The guaranty will expire upon repayment of the debt.  The loan matures in December 2011 and has two one-year extension options available. The Company has recorded an obligation of $1,120 in the accompanying condensed consolidated balance sheets as of December 31, 2010 and December 31, 2009 to reflect the estimated fair value of this guaranty.

The Company has guaranteed the lease 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. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000, which decreases by $800 annually u ntil the guaranteed amount is reduced to $10,000. The guaranty expires on December 31, 2020.  The maximum guaranteed obligation was $18,800 as of December 31, 2010.  The Company 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 it is obligated to fund under the guaranty.  The Company did not record an obligation for this guaranty because it determined that the fair value of the guaranty is not material.

The Company has guaranteed 100% of a construction loan of JG Gulf Coast Town Center, LLC, an unconsolidated affiliate in which the Company owns a 50% interest, of which the maximum guaranteed amount is $11,561.  Proceeds from the construction loan are designated for the development of Phase III of Gulf Coast Town Center, an open-air center in Fort Myers, FL. The total amount outstanding at December 31, 2010 on the loans was $11,561. The guaranty will expire upon repayment of the debt.  The loan matures in April 2011 and has a one year extension option available.  The Company did not record an obligation for this guaranty because it determined that the fair value of the guaranty is not material.

Performance Bonds

The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was $26,250 and $34,429 at December 31, 2010 and 2009, respectively.

Ground Leases

The Company is the lessee of land at certain of its Properties under long-term operating leases, which include scheduled increases in minimum rents.  The Company recognizes these scheduled rent increases on a straight-line basis over the initial lease terms.  Most leases have initial terms of at least 20 years and contain one or more renewal options, generally for a minimum of five- or 10-year periods.  Lease expense recognized in the consolidated statements of operations for 2010, 2009 and 2008 was $1,760, $2,176 and $1,940, respectively.

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The future obligations under these operating leases at December 31, 2010, are as follows:
 

2011	$	804
2012		810
2013		822
2014		831
2015		841
Thereafter		32,237
	$	36,345

NOTE 15. 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.

The following tables set forth information regarding the Company’s financial instruments that are measured at fair value in the consolidated balance sheets as of December 31, 2010 and 2009:

			Fair Value Measurements at Reporting Date Using
	Fair Value at December 31, 2010		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	$	22,052	$	22,052	$	-	$	-
Privately held debt and equity securities		2,475		-		-		2,475
Interest rate cap		3		-		3		-
			Fair Value Measurements at Reporting Date Using
	Fair Value at December 31, 2009		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	$	4,039	$	4,039	$	-	$	-
Privately held debt and equity securities		2,475		-		-		2,475
Interest rate cap		2		-		2		-
Liabilities:
Interest rate swaps	$	2,907	$	-	$	2,907	$	-

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Intangible lease assets and other assets in the consolidated balance sheets include marketable securities consisting of corporate equity securities, mortgage/asset-backed securities, mutual funds and bonds 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 income in redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests.  During 2008, it was determined that certain corporate equity securities were impaired on an other-than-temporary basis.  Due to this, the Company recognized total write-downs of $17,181 during the year ended December 31, 2008 to reduce the carrying value of those investments to their tot al fair value of $4,209.  During the years ended December 31, 2010 and 2009, the Company did not recognize any write-downs for 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.  See Note 2 for a summary of the available-for-sale securities held by the Company.

In February 2007, the Company received a secured convertible promissory note from, and a warrant to acquire shares of, Jinsheng, in which the Company also holds a cost-method investment.  See Note 5 for additional information.  The secured convertible note is non-interest bearing and is secured by shares of Jinsheng.  Since the secured convertible note is non-interest bearing and there is no active market for Jinsheng’s debt, the Company performed an analysis on the note considering credit risk and discounting factors to determine the fair value.  The warrant was initially 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 classifie d these under Level 3.  As part of its investment review as of March 31, 2009, the Company determined that its investment in Jinsheng was impaired on an other-than-temporary basis due to a decline in expected future cash flows as a result of declining occupancy and sales related to the then downturn of the real estate market in China.  An impairment charge of $2,400 is recorded in the Company’s consolidated statement of operations for the year ended December 31, 2009 to reduce the carrying values of the secured convertible note and warrant to their estimated fair values.  The warrant expired in January 2010 and had no value.  The Company performed qualitative and quantitative analyses of its investment as of December 31, 2010 and determined that the current balance of the secured convertible note and warrant of $2,475 is not impaired.

See Note 5 for further discussion.

The Company uses interest rate swaps and caps to mitigate the effect of interest rate movements on its variable-rate debt.  The Company had one interest rate cap as of December 31, 2010 and two interest rate swaps and one interest rate cap as of December 31, 2009 that qualify as hedging instruments and are designated as cash flow hedges.  The interest rate caps are included in intangible lease assets and other assets and the interest rate swaps are reflected in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.  The swaps and cap have predominantly met the effectiveness test criteria since inception and changes in their fair values are, thus, primarily reported in other comprehensive income (loss) and are reclassified into earnings in the same period or periods dur ing which the hedged item affects earnings. The fair values of the Company’s interest rate hedges, 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 LIBOR or other interest basis information, consideration of the Company’s credit standing, credit risk of the counterparties and reasonable estimates about relevant future market conditions. See Notes 2 and 6 for additional information regarding the Company’s interest rate hedging instruments.

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The fair value of mortgage and other indebtedness was $5,709,860 and $5,830,722 at December 31, 2010 and 2009, respectively. The fair value was calculated by discounting future cash flows for the notes payable using estimated market rates at which similar loans would be made currently.

The following tables set forth information regarding the Company’s assets that are measured at fair value on a nonrecurring basis:

117

			Fair Value Measurements at Reporting Date Using
	Fair Value at December 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses
Asset:
Long-lived asset	$	11,303	$	-	$	-	$	11,303	$	25,435

In accordance with the Company’s impairment review process procedures described in Note 2, a long-lived asset held and used with a carrying amount of $37,013 as of June 30, 2010 was written down to its estimated fair value of $11,578 as of the same date, resulting in a loss on impairment of real estate of $25,435.  The fair value reflected in the table above of $11,303 represents the estimated fair value as of June 30, 2010, adjusted for capital expenditures and depreciation expense during the second half of the year.  See Note 2 for additional information.

			Fair Value Measurements at Reporting Date Using
	Fair Value at December 31, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses
Asset:
Long-lived asset	$	15,355	$	-	$	15,355	$	-	$	14,862
Cost-method investment		4,819		-		-		4,819		5,306

Long-lived assets held and used with a carrying amount of $130,217 as of December 31, 2009 were written down to their estimated fair value of $15,355 as of the same date, resulting in a loss on impairment of real estate of $114, 862 during 2009.  See Note 2 for additional information.

In accordance with the Company’s impairment review process procedures described in Note 5, a cost-method investment with a carrying amount of $10,125 as of March 31, 2009 was written down to its estimated fair value of $4,819 as of same date, resulting in a loss on investment of $5,306 during 2009.  See Note 5 for additional information.

NOTE 16. SHARE-BASED COMPENSATION

The Company maintains the CBL & Associates Properties, Inc. Amended and Restated Stock Incentive Plan, as amended, which permits the Company to issue stock options and common stock to selected officers, employees and directors of the Company up to a total of 10,400,000 shares. The Compensation Committee of the Board of Directors (the “Committee”) administers the plan.

The share-based compensation cost that was charged against income for the plan was $2,201, $2,797 and $3,961 for 2010, 2009 and 2008, respectively. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity. The income tax effect resulting from share-based compensation of $1,815 and $(7,472) in 2010 and 2008, respectively, has been reflected as a financing cash flow in the consolidated statements of cash flows. There was no income tax benefit in 2009.  Share-based compensation cost capitalized as part of real estate assets was $169, $288 and $844 in 2010, 2009 and 2008, respectively.

Stock Options

Stock options issued under the plan allow for the purchase of common stock at the fair market value of the stock on the date of grant. Stock options granted to officers and employees vest and become exercisable in equal installments on each of the first five anniversaries of the date of grant and expire 10 years after the date of grant. Stock options granted to independent directors are fully vested upon grant; however, the independent directors may not sell, pledge or otherwise transfer their stock options during their board term or for one year thereafter. No stock options have been granted since 2002.

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The Company’s stock option activity for the year ended December 31, 2010 is summarized as follows:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2010		566,334		$	16.06
Cancelled		(2,800	)	$	18.27
Exercised		(115,709	)	$	12.70
Outstanding at December 31, 2010		447,825		$	16.92		1.0	$	-
Vested and exercisable at December 31, 2010		447,825		$	16.92		1.0	$	-

The total intrinsic value of options exercised during 2010 and 2008 was $346 and $488, respectively.  No options were exercised during 2009.

Stock Awards

Under the plan, common stock may be awarded either alone, in addition to, or in tandem with other stock awards granted under the plan. The Committee has the authority to determine eligible persons to whom common stock will be awarded, the number of shares to be awarded and the duration of the vesting period, as defined. Generally, an award of common stock vests either immediately at grant, in equal installments over a period of five years or in one installment at the end of periods up to five years. Stock awarded to independent directors is fully vested upon grant; however, the independent directors may not transfer such shares during their board term or for one year thereafter.  The Committee may also provide for the issuance of common stock under the plan on a deferred basis pursuant to deferred compensation arrangement s. The fair value of common stock awarded under the plan is determined based on the market price of the Company’s common stock on the grant date and the related compensation expense is recognized over the vesting period on a straight-line basis.

A summary of the status of the Company’s stock awards as of December 31, 2010, and changes during the year ended December 31, 2010, is presented below:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2010		156,120		$	33.16
Granted		119,100		$	10.34
Vested		(83,450	)	$	11.02
Forfeited		(4,630	)	$	17.33
Nonvested at December 31, 2010		187,140		$	18.43

The weighted average grant-date fair value of shares granted during 2010, 2009 and 2008 was $10.34, $5.37 and $20.44, respectively. The total fair value of shares vested during 2010, 2009 and 2008 was $914, $1,338 and $3,952, respectively.

As of December 31, 2010, there was $1,824 of total unrecognized compensation cost related to nonvested stock awards granted under the plan, which is expected to be recognized over a weighted average period of 2.5 years.  In February 2011, the Company granted restricted stock awards to its employees that will vest over the next five years.

NOTE 17. EMPLOYEE BENEFIT PLANS

401(k) Plan

The Management Company maintains a 401(k) profit sharing plan, which is qualified under Section 401(a) and Section 401(k) of the Code to cover employees of the Management Company. All employees who have attained the age of 21 and have completed at least 90 days of service are eligible to participate in the plan. The plan provides for employer matching contributions on behalf of each participant equal to 50% of the portion of such participant’s contribution that does not exceed 2.5% of such participant’s compensation for the plan year. Additionally, the Management Company has the discretion to make additional profit-sharing-type contributions

119

not related to participant elective contributions. Total contributions by the Management Company were $957, $840 and $1,136 in 2010, 2009 and 2008, respectively.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan that allows eligible employees to acquire shares of the Company’s common stock in the open market without incurring brokerage or transaction fees. Under the plan, eligible employees make payroll deductions that are used to purchase shares of the Company’s common stock. The shares are purchased at the prevailing market price of the stock at the time of purchase.

Deferred Compensation Arrangements

The Company has entered into agreements with certain of its officers that allow the officers to defer receipt of selected salary increases and/or bonus compensation for periods ranging from 5 to 10 years. For certain officers, the deferred compensation arrangements provide that when the salary increase or bonus compensation is earned and deferred, shares of the Company’s common stock issuable under the Amended and Restated Stock Incentive Plan are deemed set aside for the amount deferred. The number of shares deemed set aside is determined by dividing the amount of compensation deferred by the fair value of the Company’s common stock on the deferral date, as defined in the arrangements. The shares set aside are deemed to receive dividends equivalent to those paid on the Company’s common stock, which are then deeme d to be reinvested in the Company’s common stock in accordance with the Company’s dividend reinvestment plan. When an arrangement terminates, the Company will issue shares of the Company’s common stock to the officer equivalent to the number of shares deemed to have accumulated under the officer’s arrangement. The Company accrues compensation expense related to these agreements as the compensation is earned during the term of the agreement.

In October 2008, the Company issued 7,308 shares of common stock to an officer as a result of the termination of that officer’s deferred compensation agreement.

At December 31, 2010 and 2009, there were 65,488 and 62,414 shares, respectively, that were deemed set aside in accordance with these arrangements.

For other officers, the deferred compensation arrangements provide that their bonus compensation is deferred in the form of a note payable to the officer. Interest accumulates on these notes at 5.0%. When an arrangement terminates, the note payable plus accrued interest is paid to the officer in cash. At December 31, 2010 and 2009, the Company had notes payable, including accrued interest, of $53 and $326, respectively, related to these arrangements.

NOTE 18. OPERATING PARTNERSHIP

The Company presents the condensed consolidated financial statements of the Operating Partnership since substantially all of the Company’s business is conducted through it and, therefore, it reflects the financial position and performance of the Company’s Properties in absolute terms regardless of the ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership.  These statements are provided for informational purposes only and their disclosure is not required.

The condensed consolidated financial statement information for the Operating Partnership is presented as follows:

120

	December 31,
	2010		2009
ASSETS:
Net investment in real estate assets	$	6,890,136	$	7,105,034
Other assets		616,514		634,194
Total assets	$	7,506,650	$	7,739,228
LIABILITIES:
Mortgage and other indebtedness	$	5,209,747	$	5,616,139
Other liabilities		314,651		251,389
Total liabilities		5,524,398		5,867,528
Redeemable noncontrolling interests		458,213		444,259
Partners’ capital		1,517,957		1,426,766
Noncontrolling interests		6,082		675
Total partners’ capital and noncontrolling interests		1,524,039		1,427,441
Total liabilities, redeemable noncontrolling interests,    partners’ capital and noncontrolling interests	$	7,506,650	$	7,739,228

	Year Ended December 31,
	2010			2009			2008
Total revenues	$	1,071,804		$	1,082,279		$	1,132,174
Depreciation and amortization		(286,465	)		(306,928	)		(330,325	)
Other operating expenses		(414,837	)		(493,869	)		(425,704	)
Income from operations		370,502			281,482			376,145
Interest and other income		3,831			5,211			10,073
Interest expense		(286,495	)		(292,826	)		(311,708	)
Loss on extinguishment of debt		-			(601	)		-
Gain (loss) on investments		888			(9,260	)		(17,181	)
Gain on sales of real estate assets		2,887			3,820			10,865
Equity in earnings (losses) of unconsolidated affiliates		(188	)		5,489			2,831
Income tax benefit (provision)		6,417			1,222			(13,495	)
Income (loss) from continuing operations		97,842			(5,463	)		57,530
Operating income (loss) of discontinued operations		(9	)		(110	)		2,188
Gain (loss) on discontinued operations		379			(17	)		3,798
Net income (loss)		98,212			(5,590	)		63,516
Noncontrolling interest in earnings of other consolidated subsidiaries		(25,001	)		(25,769	)		(23,959	)
Net income (loss) attributable to partners of    the operating partnership	$	73,211		$	(31,359	)	$	39,557

NOTE 19. QUARTERLY INFORMATION (UNAUDITED)

As previously disclosed in Note 2 contained herein, during the course of the Company’s normal quarterly impairment review process for the fourth quarter of 2009, it was determined that write-downs of the depreciated book values of three shopping centers to their estimated fair values was appropriate, resulting in a non-cash loss on impairment of real estate assets of $114,862 for the year ended December 31, 2009.  In addition, the Company incurred losses on impairment of real estate assets of $25,435 and $14,805 during the second and fourth quarters of 2010, respectively.  These significant charges impact the comparability of the quarterly and annual amounts for 2010 and 2009 as reported below.

The following quarterly information differs from previously reported amounts due to the reclassifications of the results of operations of certain long-lived assets to discontinued operations for all periods presented.

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Year Ended December 31, 2010	First Quarter			Second Quarter			Third Quarter		Fourth Quarter			Total (1)
Total revenues	$	262,995		$	258,651		$	261,735	$	288,423		$	1,071,804
Income from operations		95,937			72,397			97,222		104,946			370,502
Income from continuing operations		27,443			4,167			26,993		39,197			97,800
Discontinued operations		(240	)		350			684		(424	)		370
Net income		27,203			4,517			27,677		38,773			98,170
Net income attributable to the Company		16,956			1,116			17,939		26,140			62,151
Net income (loss) available to common shareholders		10,928			(7,242	)		9,580		16,266			29,532
Basic per share data attributable to common shareholders:
Income (loss) from continuing operations,    net of preferred dividends	$	0.08		$	(0.05	)	$	0.07	$	0.12		$	0.21
Net income (loss) available to common shareholders	$	0.08		$	(0.05	)	$	0.07	$	0.12		$	0.21
Diluted per share data attributable to common shareholders:
Income (loss) from continuing operations,    net of preferred dividends	$	0.08		$	(0.05	)	$	0.07	$	0.12		$	0.21
Net income (loss) available to common shareholders	$	0.08		$	(0.05	)	$	0.07	$	0.12		$	0.21

Year Ended December 31, 2009	First Quarter			Second Quarter		Third Quarter		Fourth Quarter			Total (2)
Total revenues	$	269,518		$	264,861	$	261,121	$	286,779		$	1,082,279
Income (loss) from operations		91,825			96,419		95,324		(3,561	)		280,007
Income (loss) from continuing operations		14,869			25,200		27,711		(74,718	)		(6,938	)
Discontinued operations		(265	)		80		133		(75	)		(127	)
Net income (loss)		14,604			25,280		27,844		(74,793	)		(7,065	)
Net income (loss) attributable to the Company		7,167			13,591		16,589		(52,336	)		(14,989	)
Net income (loss) available to common shareholders		1,712			8,137		11,134		(57,790	)		(36,807	)
Basic per share data attributable to common shareholders:
Income (loss) from continuing operations,    net of preferred dividends	$	0.03		$	0.10	$	0.08	$	(0.42	)	$	(0.35	)
Net income (loss) available to common shareholders	$	0.03		$	0.10	$	0.08	$	(0.42	)	$	(0.35	)
Diluted per share data attributable to common shareholders:
Income (loss) from continuing operations,    net of preferred dividends	$	0.03		$	0.10	$	0.08	$	(0.42	)	$	(0.35	)
Net income (loss) available to common shareholders	$	0.03		$	0.10	$	0.08	$	(0.42	)	$	(0.35	)

(1)	The sum of quarterly earnings per share may differ from annual earnings per share due to rounding.
(2)	The sum of quarterly earnings per share may differ from annual earnings per share due to weighting associated with the Company’s common stock offering in June 2009 and rounding.

NOTE 20. SUBSEQUENT EVENTS

Subsequent to December 31, 2010, the Company entered into a contract for the sale of Oak Hollow Mall in High Point, NC, for a gross sales price of $9,000.  The sale closed on February 24, 2011.  Net proceeds from the sale were used to repay the outstanding principal balance and accrued interest of $40,281 on the non-recourse loan secured by the Property.  This payoff is in accordance with the lender’s agreement to modify the outstanding principal balance and accrued interest to equal the net sales price for the Property.  The Company expects to record a gain on the extinguishment of debt of approximately $31,381 in the first quarter of 2011.  The Company also expects to record a loss on impairment of real estate in the first quarter of 2011 of $2,737 to write down the book value of the Property to the net sales price.

Subsequent to December 31, 2010, the Company retired an operating property loan with a principal balance of $78,748 outstanding as of December 31, 2010.  The loan was secured by Mid Rivers Mall in St. Charles, MO.

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Schedule II

CBL & Associates Properties, Inc.

Valuation and Qualifying Accounts

(In thousands)

 

	Year Ended December 31,
	2010			2009			2008
Allowance for doubtful accounts:
Balance, beginning of year	$	3,101		$	1,910		$	1,126
Additions in allowance charged to expense		2,712			5,000			9,372
Bad debts charged against allowance		(2,646	)		(3,809	)		(8,588	)
Balance, end of year	$	3,167		$	3,101		$	1,910

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SCHEDULE III

 CBL & ASSOCIATES PROPERTIES, INC.

 REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

 At December 31, 2010

 (In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel  Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction  / Acquisition
MALLS
Alamance Crossing, Burlington, NC	$52,183	$20,853	$62,799	$                 21,264	$                  (2,551)	$               18,741	$                83,624	$               102,365	$                 (9,792)	2007
Arbor Place, Douglasville, GA	66,936	7,862	95,330	19,696	-	7,862	115,026	122,888	(39,588)	1998-1999
Asheville Mall, Asheville, NC	62,141	7,139	58,747	44,828	(805)	6,334	103,575	109,909	(31,419)	1998
Bonita Lakes Mall, Meridian, MS (E)	-	4,924	31,933	4,878	(985)	4,924	35,826	40,750	(14,096)	1997
Brookfield Square, Brookfield, WI (F)	96,362	8,996	84,250	40,012	-	9,188	124,070	133,258	(30,024)	2001
Burnsville Center, Burnsville, MN	82,395	12,804	71,355	44,365	(1,157)	16,102	111,265	127,367	(34,468)	1998
Cary Towne Center, Cary, NC	63,441	23,688	74,432	23,404	-	23,701	97,823	121,524	(25,107)	2001
Chapel Hill Mall, Akron, OH	72,537	6,578	68,043	13,083	-	6,578	81,126	87,704	(14,556)	2004
CherryVale Mall, Rockford, IL	86,029	11,892	63,973	48,883	(1,667)	11,608	111,473	123,081	(25,173)	2001
Chesterfield Mall, Chesterfield, MO	138,475	11,083	282,140	1,477	-	11,083	283,617	294,700	(32,034)	2007
Citadel Mall, Charleston, SC	71,318	11,443	44,008	11,044	(1,289)	10,607	54,599	65,206	(14,218)	2001
College Square, Morristown, TN (E)	-	2,954	17,787	22,479	(27)	2,927	40,266	43,193	(15,299)	1987-1988
Columbia Place, Columbia, SC	28,322	10,808	52,348	9,713	(423)	10,385	62,061	72,446	(14,726)	2002
CoolSprings Galleria, Nashville, TN	113,664	13,527	86,755	50,549	-	13,527	137,304	150,831	(62,618)	1989-1991
Cross Creek Mall, Fayetteville, NC	59,750	19,155	104,353	6,810	-	19,155	111,163	130,318	(21,006)	2003
Eastland Mall, Bloominton, IL	59,400	5,746	75,893	5,277	(753)	5,305	80,858	86,163	(16,347)	2005
East Towne Mall, Madison, WI	73,340	4,496	63,867	38,715	(366)	4,130	102,582	106,712	(25,577)	2002
EastGate Mall, Cincinnati, OH (E)	-	13,046	44,949	24,016	(879)	12,167	68,965	81,132	(18,082)	2001
Fashion Square, Saginaw, MI	51,249	15,218	64,970	9,778	-	15,218	74,748	89,966	(20,537)	2001
Fayette Mall, Lexington, KY	85,045	20,707	84,267	41,771	11	20,718	126,038	146,756	(30,069)	2001
Frontier Mall, Cheyenne, WY (E)	-	2,681	15,858	13,842	-	2,681	29,700	32,381	(15,714)	1984-1985
Foothills Mall, Maryville, TN	-	4,536	14,901	11,176	-	4,536	26,077	30,613	(15,951)	1996
Georgia Square, Athens, GA (E)	-	2,982	31,071	31,273	(31)	2,951	62,344	65,295	(32,712)	1982
Greenbrier Mall, Chesapeake, VA	79,910	3,181	107,355	7,242	(626)	2,555	114,597	117,152	(19,984)	2004

124

SCHEDULE III

 CBL & ASSOCIATES PROPERTIES, INC.

 REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

 At December 31, 2010

 (In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel  Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction  / Acquisition
Hamilton Place, Chattanooga, TN	109,938	2,422	40,757	28,978	(441)	1,981	69,735	71,716	(32,441)	1986-1987
Hanes Mall, Winston-Salem, NC	160,231	17,176	133,376	39,049	(948)	16,808	171,845	188,653	(42,628)	2001
Harford Mall, Bel Air, MD (E)	-	8,699	45,704	20,922	-	8,699	66,626	75,325	(12,077)	2003
Hickory Hollow Mall, Nashville, TN	28,786	13,813	111,431	(112,578)	-	1,767	10,899	12,666	(431)	1998
Hickory Point, (Forsyth)Decatur, IL	30,790	10,732	31,728	6,582	(293)	10,439	38,310	48,749	(9,756)	2005
Honey Creek Mall, Terre Haute, IN	32,577	3,108	83,358	8,000	-	3,108	91,358	94,466	(16,424)	2004
JC Penney Store, Maryville, TN (E)	-	-	2,650	-	-	-	2,650	2,650	(1,745)	1983
Janesville Mall, Janesville, WI	7,868	8,074	26,009	7,234	-	8,074	33,243	41,317	(10,961)	1998
Jefferson Mall, Louisville, KY	37,287	13,125	40,234	20,091	-	13,125	60,325	73,450	(15,580)	2001
The Lakes Mall, Muskegon, MI (E)	-	3,328	42,366	8,364	-	3,328	50,730	54,058	(16,950)	2000-2001
Lakeshore Mall, Sebring, FL (E)	-	1,443	28,819	4,885	(169)	1,274	33,704	34,978	(15,210)	1991-1992
Laurel Park, Livonia, MI	49,112	13,289	92,579	8,505	-	13,289	101,084	114,373	(21,203)	2005
Layton Hills Mall, Layton, UT	101,930	20,464	99,836	4,397	(275)	20,189	104,233	124,422	(21,775)	2005
Lee's Summit, Lee's Summit, MO	-	10,992	315	-	-	10,992	315	11,307	-	2009
Madison Square, Huntsville, AL (E)	-	17,596	39,186	19,730	-	17,596	58,916	76,512	(15,257)	1984
Mall del Norte, Laredo, TX (F)	113,400	21,734	142,049	43,514	-	21,734	185,563	207,297	(37,264)	2004
Mall of Acadiana, Lafayette, LA	142,617	22,511	145,769	5,558	-	22,511	151,327	173,838	(38,580)	2005
Meridian Mall, Lansing, MI (E)	-	529	103,678	62,430	-	2,232	164,405	166,637	(50,868)	1998
Midland Mall, Midland, MI	35,797	10,321	29,429	6,876	-	10,321	36,305	46,626	(10,840)	2001
Mid Rivers Mall, St. Peters, MO	79,440	16,384	170,582	8,185	-	16,384	178,767	195,151	(20,841)	2007
Monroeville Mall, Pittsburgh, PA	114,688	21,263	177,214	12,187	-	21,446	189,218	210,664	(32,135)	2004
Northpark Mall, Joplin, MO	36,310	9,977	65,481	28,276	-	10,962	92,772	103,734	(18,749)	2004
Northwoods Mall, Charleston, SC	53,384	14,867	49,647	16,842	(2,339)	12,528	66,489	79,017	(17,142)	2001
Oak Hollow Mall, High Point, NC	39,484	5,237	54,775	(45,717)	-	2,251	12,044	14,295	(1,705)	1994-1995
Oak Park Mall, Overland Park, KS	275,700	23,119	318,759	22,346	-	23,119	341,105	364,224	(55,317)	2005
Old Hickory Mall, Jackson, TN	29,567	15,527	29,413	5,366	-	15,527	34,779	50,306	(9,570)	2001

125

SCHEDULE III

 CBL & ASSOCIATES PROPERTIES, INC.

 REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

 At December 31, 2010

 (In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel  Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction  / Acquisition
Panama City Mall, Panama City, FL	36,495	9,017	37,454	17,667	-	12,168	51,970	64,138	(11,374)	2002
Parkdale Mall, Beaumont, TX (E)	-	23,850	47,390	44,994	(307)	23,543	92,384	115,927	(20,261)	2001
Park Plaza Mall, Little Rock, AR (E)	-	6,297	81,638	34,094	-	6,304	115,725	122,029	(25,043)	2004
Parkway Place, Huntsville, AL	41,717	6,364	67,067	-	-	6,364	67,067	73,431	(767)	2010
Pearland Town Center, Pearland, TX	126,322	16,300	108,615	11,360	-	15,809	120,466	136,275	(11,717)	2008
Post Oak Mall, College Station, TX (E)	-	3,936	48,948	(146)	(327)	3,608	48,803	52,411	(21,353)	1984-1985
Randolph Mall, Asheboro, NC	12,891	4,547	13,927	7,993	-	4,547	21,920	26,467	(5,964)	2001
Regency Mall, Racine, WI	29,238	3,384	36,839	12,399	-	4,244	48,378	52,622	(13,533)	2001
Richland Mall, Waco, TX (E)	-	9,342	34,793	7,320	-	9,355	42,100	51,455	(10,324)	2002
RiverGate Mall, Nashville, TN	87,500	17,896	86,767	19,370	-	17,896	106,137	124,033	(34,540)	1998
River Ridge Mall, Lynchburg, VA (E)	-	4,824	59,052	4,844	(94)	4,731	63,895	68,626	(9,437)	2003
South County Center, St. Louis, MO	74,760	15,754	159,249	3,109	-	15,754	162,358	178,112	(18,361)	2007
Southaven Town Center, Southaven, MS	43,366	8,255	29,380	7,808	-	8,577	36,866	45,443	(7,636)	2005
Southpark Mall, Colonial Heights, VA	33,045	9,501	73,262	20,184	-	9,503	93,444	102,947	(17,834)	2003
Stroud Mall, Stroudsburg, PA (E)	-	14,711	23,936	10,271	-	14,711	34,207	48,918	(11,114)	1998
St. Clair Square, Fairview Heights, IL	70,875	11,027	75,620	30,878	-	11,027	106,498	117,525	(34,400)	1996
Sunrise Mall, Brownsville, TX (E)	-	11,156	59,047	4,982	-	11,156	64,029	75,185	(17,776)	2003
Towne Mall , Franklin, OH	-	3,101	17,033	(18,041)	(641)	223	1,229	1,452	(41)	2001
Turtle Creek Mall, Hattiesburg, MS (E)	-	2,345	26,418	8,260	-	3,535	33,488	37,023	(15,977)	1993-1995
Valley View Mall, Roanoke, VA	64,561	15,985	77,771	14,715	-	15,999	92,472	108,471	(16,557)	2003
Volusia Mall, Daytona, FL	56,040	2,526	120,242	9,316	-	2,526	129,558	132,084	(22,092)	2004
Walnut Square, Dalton, GA (E)	-	50	15,138	16,254	-	50	31,392	31,442	(14,823)	1984-1985
Wausau Center, Wausau, WI	-	5,231	24,705	16,298	(5,231)	-	41,003	41,003	(11,567)	2001
West County Center, Des Peres, MO	176,529	16,957	346,819	15,903	-	16,957	362,722	379,679	(36,262)	2007
West Towne Mall, Madison, WI	103,592	9,545	83,084	38,493	-	9,545	121,577	131,122	(29,471)	2002
WestGate Mall, Spartanburg, SC	46,310	2,149	23,257	42,260	(432)	1,742	65,492	67,234	(27,595)	1995
Westmoreland Mall, Greensburg, PA	68,915	4,621	84,215	12,062	-	4,621	96,277	100,898	(22,928)	2002
York Galleria, York, PA (E)	-	5,757	63,316	8,814	-	5,757	72,130	77,887	(21,388)	1995

126

SCHEDULE III

 CBL & ASSOCIATES PROPERTIES, INC.

 REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

 At December 31, 2010

 (In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel  Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction  / Acquisition
ASSOCIATED CENTERS
Annex at Monroeville, Monroeville, PA	-	716	29,496	(946)	-	716	28,550	29,266	(4,624)	2004
Bonita Crossing, Meridian, MS (E)	-	794	4,786	8,582	-	794	13,368	14,162	(4,204)	1997
Chapel Hill Surban, Akron, OH	-	925	2,520	1,052	-	925	3,572	4,497	(920)	2004
CoolSprings Crossing, Nashville, TN (E)	-	2,803	14,985	4,335	-	3,554	18,569	22,123	(8,818)	1991-1993
Courtyard at Hickory Hollow, Nashville, TN	1,663	3,314	2,771	416	-	3,314	3,187	6,501	(958)	1998
The District at Monroeville, Monroeville, PA (E)	-	932	-	18,667	-	934	18,665	19,599	(4,685)	2004
Eastgate Crossing, Cincinnati, OH	15,875	707	2,424	5,866	-	707	8,290	8,997	(1,325)	2001
Foothills Plaza, Maryville, TN (E)	-	132	2,132	632	-	148	2,748	2,896	(1,789)	1984-1988
Foothills Plaza Expansion, Maryville, TN (E)	-	137	1,960	240	-	141	2,196	2,337	(1,228)	1984-1988
Frontier Square, Cheyenne, WY (E)	-	346	684	226	(86)	260	910	1,170	(499)	1985
General Cinema, Athens, GA (E)	-	100	1,082	177	-	100	1,259	1,359	(966)	1984
Gunbarrel Pointe, Chattanooga, TN (E)	-	4,170	10,874	3,307	-	4,170	14,181	18,351	(3,084)	2000
Hamilton Corner, Chattanooga, TN	16,159	630	5,532	6,213	-	734	11,641	12,375	(4,548)	1986-1987
Hamilton Crossing, Chattanooga, TN (E)	-	4,014	5,906	6,475	(1,370)	2,644	12,381	15,025	(4,406)	1987
Hamilton Place Leather One, Chattanooga, TN	-	1,110	1,866	-	-	1,110	1,866	2,976	(656)	2007
Harford Annex, Bel Air, MD (E)	-	2,854	9,718	37	-	2,854	9,755	12,609	(1,705)	2003
The Landing at Arbor Place, Douglasville, GA	7,556	4,993	14,330	469	(748)	4,245	14,799	19,044	(5,618)	1998-1999
Layton Convenience Center, Layton Hills, UT	-	-	8	754	-	-	762	762	(122)	2005
Layton Hills Plaza, Layton Hills, UT	-	-	2	221	-	-	223	223	(67)	2005
Madison Plaza, Huntsville, AL (E)	-	473	2,888	3,678	-	473	6,566	7,039	(3,010)	1984
The Plaza at Fayette Mall, Lexington, KY	42,102	9,531	27,646	4,083	-	9,531	31,729	41,260	(5,040)	2006
Parkdale Crossing, Beaumont, TX (E)	-	2,994	7,408	1,926	(355)	2,639	9,334	11,973	(1,972)	2002
Pemberton Plaza, Vicksburg, MS	1,850	1,284	1,379	149	-	1,284	1,528	2,812	(361)	2004

127

SCHEDULE III

 CBL & ASSOCIATES PROPERTIES, INC.

 REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

 At December 31, 2010

 (In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel  Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction  / Acquisition
The Shoppes at Hamilton Place, Chattanooga, TN (E)	-	4,894	11,700	661	-	4,894	12,361	17,255	(2,334)	2003
Sunrise Commons, Brownsville, TX (E)	-	1,013	7,525	(153)	-	1,013	7,372	8,385	(1,453)	2003
The Shoppes at Panama City, Panama City, FL (E)	-	1,010	8,294	(75)	(318)	896	8,015	8,911	(1,353)	2004
The Shoppes at St. Clair, St. Louis, MO	21,337	8,250	23,623	75	(5,044)	3,206	23,698	26,904	(3,881)	2007
The Terrace, Chattanooga, TN	14,693	4,166	9,929	7,544	-	6,536	15,103	21,639	(2,755)	1997
Village at Rivergate, Nashville, TN	-	2,641	2,808	1,024	-	2,641	3,832	6,473	(1,129)	1998
West Towne Crossing, Madison, WI (E)	-	1,151	2,955	427	-	1,151	3,382	4,533	(860)	1998
WestGate Crossing, Spartanburg, SC (E)	-	1,082	3,422	4,584	-	1,082	8,006	9,088	(2,791)	1997
Westmoreland South, Greensburg, PA	-	2,898	21,167	7,278	-	2,898	28,445	31,343	(5,662)	2002
COMMUNITY CENTERS
Cobblestone Village, Palm Coast, FL	-	5,196	12,070	72	-	5,196	12,142	17,338	(1,072)	2007
The Promenade, D'lberville, MS	64,265	16,278	48,806	2,965	-	16,584	51,465	68,049	(3,028)	2009
Massard Crossing, Ft Smith, AZ	5,413	2,879	5,176	374	-	2,879	5,550	8,429	(1,322)	2004
Oak Hollow Square, High Point, NC	-	8,609	9,097	39	-	8,609	9,136	17,745	(2,150)	2007
The Forum at Grand View, Madison , MS	11,541	9,234	17,285	-	-	9,234	17,285	26,519	(68)	2010
Westridge Square, Greensboro, NC	-	13,403	15,837	4	-	13,403	15,841	29,244	(1,946)	2007
Willowbrook Land, Houston, TX	-			7,953	-	-	7,953	7,953	(682)	2007
Willowbrook Plaza, Houston, TX	27,698	15,079	27,376	494	(149)	14,930	27,870	42,800	(6,567)	2004
Statesboro Crossing, Statesboro, GA	15,002	2,855	17,805	240	(136)	2,719	18,045	20,764	(1,264)	2008
OFFICE BUILDINGS AND OTHER
CBL Center, Chattanooga, TN	13,139	140	24,675	73	-	140	24,748	24,888	(10,422)	2001
CBL Center II, Chattanooga, TN	11,600	-	13,648	791	-	-	14,439	14,439	(1,494)	2008
Lake Point Office Building, Greensboro, NC	-	1,435	14,261	285	-	1,435	14,546	15,981	(2,344)	2007
Oak Branch Business Center, Greensboro, NC	-	535	2,192	109	-	535	2,301	2,836	(508)	2007

128

SCHEDULE III

 CBL & ASSOCIATES PROPERTIES, INC.

 REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

 At December 31, 2010

 (In thousands)

		Initial Cost(A)				Gross Amounts at Which Carried at Close of Period
Description /Location	Encumbrances (B)	Land	Buildings and Improvements	Costs Capitalized Subsequent to Acquisition	Sales of Outparcel  Land	Land	Buildings and Improvements	Total (C)	Accumulated Depreciation (D)	Date of Construction  / Acquisition
One Oyster Point, Newport News	-	1,822	3,623	49	-	1,822	3,672	5,494	(583)	2007
Pearland Office, Pearland, TX	7,562	-	7,849	1,341	-	-	9,190	9,190	(405)	2009
Peninsula Business Center I, Newport News	-	887	1,440	112	-	887	1,552	2,439	(353)	2007
Peninsula Business Center II, Newport News	-	1,654	873	18	-	1,654	891	2,545	(390)	2007
Richland Office Plaza, Waco, TX (E)	-	532	480	(3)	-	532	477	1,009	(127)	----
Sun Trust Bank Building, Greensboro, NC	-	941	18,417	160	-	941	18,577	19,518	(2,204)	2007
Two Oyster Point, Newport News	-	1,543	3,974	8	-	1,543	3,982	5,525	(654)	2007
840 Greenbrier Circle, Chesapeake	-	2,096	3,091	(359)	-	2,096	2,732	4,828	(399)	2007
850 Greenbrier Circle, Chesapeake	-	3,154	6,881	476	-	3,154	7,357	10,511	(1,414)	2007
1500 Sunday Drive, Raleigh, NC	-	813	8,872	(44)	-	813	8,828	9,641	(1,405)	2007
Pearland Hotel, Pearland, TX	-	-	16,149	289	-	-	16,438	16,438	(1,352)	2008
Pearland Residential Management, Pearland, TX	-	-	9,666	9	-	-	9,675	9,675	(649)	2008
Dispositions
Pemberton Square, Vicksburg, MS	-	1,191	14,305	(13,119)	(2,377)	-	-	-	-	1986
Lakeview Pointe, Stillwater, OK	-	3,730	19,513	(19,513)	(3,282)	448	-	448	-	2006
Milford Marketplace, Milford, CT	-	318	21,992	(21,992)	(318)	-	-	-	-	2007
Settlers Ridge , Pittsburg, PA	-	20,505	69,630	(69,630)	(20,505)	-	-	-	-	2009
	-
OTHER
Other - Land	-	(42)	3,237	43	-	(42)	3,280	3,238	(888)
Developments in Progress   Consisting of Contstruction   and Development Properties  (G)	1,038,733	-	-	139,980	-	-	139,980	139,980
TOTALS	5,209,747	981,308	6,391,550	1,296,206	(57,733)	928,025	7,683,306	8,611,331	(1,721,194)

129

SCHEDULE III

 CBL & ASSOCIATES PROPERTIES, INC.

 REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

 At December 31, 2010

 (In thousands)

(A)	Initial cost represents the total cost capitalized including carrying cost at the end of the first fiscal year in which the property opened or was acquired.
(B)	Encumbrances represent the mortgage notes payable balance at December 31, 2004.
(C)	The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $3.39 billion.
(D)	Depreciation for all properties is computed over the useful life which is generally 40 years for buildings, 10-20 years for certain improvements and 7 to 10 years for equipment and fixtures.
(E)	Property is pledged as collateral on a secured line of credit.
(F)	Only certain parcels at these Properties have been pledged as collateral on a secured line of credit.
(G)	Includes non-property mortgages and credit line mortgages.

130

CBL & ASSOCIATES PROPERTIES, INC.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

The changes in real estate assets and accumulated depreciation for the years ending December 31, 2010, 2009, and 2008 are set forth below (in thousands):

	Year Ended December 31,
	2010			2009			2008
REAL ESTATE ASSETS:
Balance at beginning of period	$	8,631,653		$	8,631,653		$	8,505,045
Additions during the period:
Additions and improvements		201,903			201,903			393,616
Acquisitions of real estate assets		-			-			-
Deductions during the period:
Disposals and deconsolidations		(57,833	)		(57,833	)		(235,688	)
Transfers from real estate assets		(59,986	)		(59,986	)		(31,320	)
Impairment of real estate assets		(114,862	)		(114,862	)		-
Balance at end of period	$	8,600,875		$	8,600,875		$	8,631,653
ACCUMULATED DEPRECIATION:
Balance at beginning of period	$	1,310,173		$	1,310,173		$	1,102,767
Depreciation expense		292,228			292,228			310,697
Accumulated depreciation on real estate assets sold,    retired or deconsolidated		(96,561	)		(96,561	)		(103,291	)
Balance at end of period	$	1,505,840		$	1,505,840		$	1,310,173

131

Schedule IV

CBL & ASSOCIATES PROPERTIES, INC.

MORTGAGE NOTES RECEIVABLE ON REAL ESTATE

AT DECEMBER 31, 2010

(In thousands)

Name Of Center/Location	Interest Rate		Final Maturity Date	Monthly Payment Amount (1)				Balloon Payment At Maturity		Prior Liens	Face Amount Of Mortgage		Carrying Amount Of Mortgage (2)		Principal Amount Of Mortgage Subject To Delinquent Principal Or Interest
FIRST MORTGAGES:
Brookfield Square - Flemings - Brookfield, WI	6.00	%	Oct-2011	$	12	(5	)	$	2,300	None	$	3,250	$	2,300	$	-
Coastal Grand-MyrtleBeach - Myrtle Beach, SC	7.75	%	Oct-2014		58	(3	)		9,000	None		9,000		9,000		-
New Garden Crossing - Greensboro, NC	Variable	(6)	Aug-2011		4				540	None		609		554		-
One Park Place - Chattanooga, TN	4.52	%	Apr-2012		21				2,010	None		3,200		2,215		-
The Shops at Pineda Ridge - Melbourne, FL	7.00	%	Mar-2011		21	(4	) (5)		3,735	None		3,735		3,735		-
Village Square - Houghton Lake, MI and      Village at Wexford - Cadillac, MI	5.50	%	Mar-2012		12	(3	) (5)		2,627	None		2,627		2,600		-
OTHER	5.25  12.0	%- %(7)	Jul-2011/  Jan-2047		53				7,046			10,690		10,115		-
				$	181			$	27,258		$	33,111	$	30,519	$	-

(1)  Equal monthly installments comprised of principal and interest, unless otherwise noted.

(2)  The aggregate carrying value for federal income tax purposes was $25,775 at December 31, 2010.

(3)  Payment represents interest only.

(4)  Payment represents the sum of annual interest-only payments received in 2010 calculated to report as a monthly amount.

(5)  Loans included in the schedule above which were extended or renewed during the year ended December 31, 2010 aggregated approximately $8,635.

(6)  Variable-rate note that bears interest at LIBOR plus 3.50%.

(7)  Mortgage and other notes receivable aggregated in Other included a variable-rate note that bears interest at prime plus 2.0%, currently at 5.25%.

The changes in mortgage notes receivable were as follows (in thousands):

	Year Ended December 31,
	2010			2009			2008
Beginning balance	$	38,208		$	58,961		$	135,137
Additions		1,001			6,690			29,378
Receipt of land in lieu of payment		-			(6,398	)		-
Non-cash transfer		(7,081	)		-			-
Write-off of uncollectible amounts		-			(276	)		-
Payments		(1,609	)		(20,769	)		(105,554	)
Ending balance	$	30,519		$	38,208		$	58,961

132

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 (z)
3.2	Amended and Restated Certificate of Incorporation of the Company, as amended through October 8, 2009 (z)
3.3	Amended and Restated Bylaws of the Company, as amended effective November 6, 2007 (r)
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)
4.9.1	Amended and Restated Certificate of Designations, dated February 25, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (bb)
4.9.2	Second Amended and Restated Certificate of Designations, dated October 14, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (ee)
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)

133

Exhibit Number	Description
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 (n)
10.1	Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 2, 2010 (ff)
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. Second Amended and Restated Stock Incentive Plan† (dd)
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	Form of Stock Restriction Agreement for restricted stock awards in 2004 and 2005† (l)
10.5.6	Form of Stock Restriction Agreement for restricted stock awards in 2006 and subsequent years† (q)
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† (cc)
10.7.5	Summary Description of November 3, 2008 Compensation Committee Action Revising 2008 Executive Bonus Opportanities† (v)
10.7.6	Summary Description of November 2, 2009 Compensation Committee Action On 2010 Executive Base Salaries and 2009 Executive Bonus Opportunities†(aa)
10.7.7	Summary Description of the Company’s 2010 NOI Growth Incentive Plan, as approved by the Board of Directors on December 11, 2009†(aa)
10.8.1	Option Agreement relating to certain Retained Properties (a)

134

Exhibit Number	Description
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)
10.11.1	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 (y)
10.11.2	Letter Agreement, dated October 19, 2010, concerning 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
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 (o)
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 (o)
10.13.3	Amendment, effective as of January 1, 2006, to Voting and Standstill Agreement dated as of September 25, 2000 (p)
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)
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 (n)
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 (u)

135

Exhibit Number	Description
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 (w)
10.15.3	Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated July 29, 2010 (dd)
10.15.4	Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated November 2, 2010
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 (n)
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 (n)
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 (n)
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 (n)
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 (n)
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 (n)
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 (n)
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 (p)
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 (p)
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 (s)

136

Exhibit Number	Description
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 (s)
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 (s)
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 (t)
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 (u)
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 (u)
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 (u)
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. (v)
10.23	Seventh Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated September 28, 2009 (x)
12	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
14.1	Second Amended And Restated Code Of Business Conduct And Ethics Of CBL & Associates Properties, Inc., CBL & Associates Management, Inc. And Their Affiliates (r)
21	Subsidiaries of the Company
23	Consent of Deloitte & Touche LLP
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

137

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

(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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.*

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

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

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

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

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

(s)   Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*

(t)  Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.*

138

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

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

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

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

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

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

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

(bb) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 1, 2010.*

(cc) Incorporated by reference from the Company’s Amendment No. 1 on form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009.*

(dd) Incorporated by reference form the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.*

(ee) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on October 18, 2010.*

(ff) Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 5, 2010.*

† 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

139

EX-10.11.2

Exhibit 10.11.2

October 19, 2010

CBL & Associates Limited Partnership

c/o CBL & Associates Properties, Inc.

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee 37421-6000

Attention:  Chief Financial Officer

CBL & Associates Limited Partnership

c/o CBL & Associates Properties, Inc.

2030 Hamilton Place Blvd., Suite 500

Chattanooga, Tennessee 37421-6000

Attention:  Finance Counsel

Re: Second Amended & Restated Credit Agreement (as amended, the "Credit Agreement") by and among CBL & Associates Limited Partnership, as Borrower, CBL & Associates Properties, Inc., as Parent, the Financial Institutions party thereto and their assignees under Section 13.6, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent

To Whom It May Concern:

This letter is to confirm that the Administrative Agent and Lenders have unanimously agreed:

(i) to waive the requirement that Wausau Mall, the final Conditionally Approved Eligible Property, be added to the Borrowing Base Properties; and

(ii) that the Full Collateralization Date has occurred (notwithstanding that Wausau Mall will not be added to the Borrowing Base Properties), such that (x) Lenders will begin making Loans for all uses permitted by Section 8.8 of the Loan Agreement, and (y) all Loans shall be deemed Revolving Loans, such that Borrower may reborrrow Loans which are repaid.

Such agreement is conditioned upon, and by acknowledging this letter Borrower and Parent hereby acknowledge and agree that, (i) Borrower has voluntarily reduced the Revolving Commitment to $520,000,000, and (ii) the Third Benchmark Period shall commence as of the date hereof (rather than on January 1, 2011).

			Sincerely
			Wells Fargo Bank, National Association
			/s/ Kerry Richards
			Kerry Richards
	Acknowledged and agreed to
	this 22nd day of October, 2010
CBL & ASSOCIATES LIMITED PARTNERSHIP
By:	CBL Holdings I, In.c
	tis sole general partner
	By:	/s/ Farzana K. Mitchell
	Name:	Farzana K. Mitchell
	Title:	Executive Vice President - Finance
CBL & ASSOCIATES PROPERTIES, INC.
By:	/s/ Farzana K. Mitchell
Name:	Farzana K. Mitchell
Title:	Executive Vice President - Finance

EX-10.15.3

Exhibit 10.15.3

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 July 29, 2010, among the undersigned Borrower and Administrative Agent.)

THIS AMENDED AND RESTATED LOAN AGREEMENT ("Loan Agreement") is made as of November 2, 2010, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000 ("Borrower"), the lenders named herein and any other lender as may become a party hereto (collectively, the "Lenders" and individually, a "Lender"), 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, as Administ rative Agent for the Lenders (in such capacity, the "Administrative Agent").

Recitals of Fact

Borrower has previously requested that Lenders commit to make loans and advances to it 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.  Lenders have agreed to make certain portions of such loans and advances on the terms and conditions herein set forth.

This Loan Agreement is currently being amended to provide for the Lenders' appointment of the Administrative Agent as agent for the Lenders and the direct loan of funds from the Lenders to the Borrower and for the further purpose of substituting for Regions Bank, as a Lender, Goldman Sachs Bank USA, as a Lender.

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

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

"Adjusted Asset Value" means, as of a given date, the sum of EBITDA attributable to malls, power centers and all other assets for the trailing four (4) quarters most recently ended, divided by (iii) 7.75%.  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 (3) 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 (4) fiscal quarters preceding such trailing four (4) 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 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 Parent's method of reporting of segment information in the notes to its financial statements for the fiscal quarter ended March 31, 2009 as filed with the Securities and Exchange Commission, and otherwise in a manner reasonably acceptable to Administrative Agent.

In addition, in the case of any operating Property acquired in the immediately preceding period of twenty-four (24) consecutive months for a purchase price indicative of a capitalization rate of less than 7.0% 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.

"Adjusted Loan Amount" means the lesser of (a) 65% of the Appraised Value the real estate and improvements described in the Mortgages; (b) the Permanent Loan Estimate of all Collateral Properties; and (c) $105,000,000.00.

"Administrative Agent" has the meaning set forth in the first paragraph hereof, together with any successors or assigns.

"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 th e 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.

"Aggregate Revolving Committed Amount" means the aggregate amount of Revolving Commitments in effect from time to time, being initially One Hundred Five Million Dollars ($105,000,000).

"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.

“Appraisal” means an appraisal complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time commissioned by and prepared for the account of the Administrative Agent (for the benefit of the Lenders) by a MAI appraiser employed or selected by the Administrative Agent or the Required Lenders, and otherwise in scope, form and substance satisfactory to the Administrative Agent and the Lenders.

“Appraised Value” means, as of any date of determination with respect to the property or properties described in the CBL Mortgage, the appraised value of such property or properties on an “as-is” (i.e. market value) basis, in each case as set forth in the most recent Appraisal of such property or properties delivered to the Administrative Agent for distribution to the Lenders on or before such date of determination.

"Approved Fund" means any Fund that is administered, managed or underwritten by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.8), and accepted by the Administrative Agent, in substantially the form of Schedule 9.8 or any other form approved by the Administrative Agent.

"Base Rate" means the base commercial rate of interest established from time to time by Administrative Agent.  The Base Rate existing as of the date hereof is three and twenty five hundredths percent (3.25%) per annum.

"Borrower" has the meaning set forth in the introductory paragraph hereof and shall include 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 Borrower, setting forth the calculations required to establish the Borrowing Base as of a specified date, all in form and detail reasonably satisfactory to Administrative Agent.

"Business Day" means a banking business day of Administrative Agent 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.

"Capitalized Lease Obligation" means obligations under a lease (to pay rent or other amounts under any lease or other arrangement conveying the right to use) that are required to be capitalized for financial reporting purposes in accordance with GAAP.  The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation determined in accordance with GAAP.

"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, The Shoppes at Hamilton Place, LLC and/or any other entity related to or owned by Borrower and/or Parent and/or CBL Holdings I in favor of Administrative Agent 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" means any collateral granted to Administrative Agent or Lenders pursuant to any Collateral Document.

"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 Lenders' Liens in any of the Collateral.

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

"Credit Agreement" means the Seventh Amended and Restated Credit Agreement dated as of September 28, 2009 among Borrower, Wells Fargo and others, as amended from time to time.

"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 after the occurrence of an Event of Default which remains uncured after any applicable grace period.

"Defaulting Lender"  means, at any time, any Lender at such time (a) that has failed to make a Loan required pursuant to the terms of this Loan Agreement and such default remains uncured after the time period specified for performance of such obligation or, if no time period is specified, if such failure continues for a period of five (5) Business Days after notice from the Administrative Agent, (b) that has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Loan Agreement and such default remains uncured after 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 five (5) Business Days after notice from the Administrative Agent, (c) for which the Fede ral Deposit Insurance Corporation has been appointed receiver or conservator by a federal or state chartering authority or otherwise pursuant to the FDI Act (12 U.S.C. § 11(c)), (d) that has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally

under other agreements in which it commits to extend credit or (e) that has been (or the entity that controls such Lender has been) deemed insolvent by a governmental authority having regulatory authority over such Lender or becomes subject to a bankruptcy or other similar proceeding (provided that no Lender shall be deemed insolvent or subject to a bankruptcy or other similar proceeding solely by virtue of any ownership interest, or the acquisition of any ownership interest in, such Lender by a governmental authority).

"Derivatives Contract" means (a) any transaction (including any master agreement, confirmation or other agreement with respect to any such transaction) now existing or hereafter entered into by the Borrower or any of its Subsidiaries (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, secu rities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, and (b) any combination of these transactions.

"Derivatives Termination Value" means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon one or more mid-market quotations or estimates provided by any recognized dealer in Derivatives Contracts (which may include the Administrative Agent, any Lender, any Specified Derivatives Provider or any Affiliate of any thereof).

"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 non-controlling interest in Subsidiaries of the Borrower for such period);

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

(c)non-controlling interest in earnings of the Borrower for such period;

(d)(i)  extraordinary and non-recurring 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 extinguishment 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 date the Credit Agreement became effective.

"Eligible Assignee" means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall not include (A) the Borrower, or (B) any Defaulting Lender (or any of their Affiliates).

"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.

"Extraordinary Expenses" means any out-of-pocket expenses incurred by Administrative Agent or any Lender in connection with the administration of the Loan not part of its general overhead expense (whether before or after Borrower's default), including, without limitation, counsel fees and other expenses, or in the protection, management and preservation of the Collateral before or after default.

"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 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 Parent's Ownership Share of all construction in process of Unconsolidated Affiliates of Parent);

(d)the book value of all unimproved real property of Parent and its Subsidiaries determined on a consolidated basis;

(e)the purchase price paid by Parent or any Subsidiary (less any amounts paid to 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 Parent for:

(i)           any Property (other than a property under development) acquired by Parent or such Subsidiary during 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 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 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 Parent and its Subsidiaries, the reasonably determined value of any amount that would be payable, or property that would be transferable, to 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 Borrower or an Unconsolidated Affiliate of 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 Borrower or a Subsidiary of Borrower or by resort to such real property, then Borrower or a Subsidiary of Borrower shall automatically acquire, without the necessity of any further payment or action, all Equity Interests in such JV not owned by 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

(c)represented by notes payable, or drafts accepted, in each case representing extensions of credit (but only to the extent of any outstanding balance),

(d)evidenced by bonds, debentures, notes or similar instruments (but only to the extent such debt is not otherwise included in Indebtedness), or

(e)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;

(f)Capitalized Lease Obligations of such Person;

(g)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);

(h)all Off-Balance Sheet Obligations of such Person;

(i)all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest issued after the Effective Date by such Person or any other Person, valued at the greater or its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(j)net obligations under any Derivative Contract (which shall be deemed to have an amount equal to the Derivatives Termination Value thereof at such time but in no event shall be less than zero); and

(k)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 Borrower shall be excluded from Interest Expense of Parent and its Subsidiaries when determined on a consolidated basis.

“Interest Period” means a period of interest selected by the Borrower or the Administrative Agent (if the Borrower fails to select an interest period), of either one (1) month, with interest adjusting on the first day of the month following expiration of the one (1) month period, or three (3) months, with interest adjusting on the first day of the month following expiration of the three (3) month period, or six (6) months, with interest adjusting on the first day of the month following expiration of the six (6) months period.

“Internal Revenue Code” means Internal Revenue Code of the United States, as amended from time to time.

"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 otherwis e, 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.

"Issuing Lender" means First Tennessee Bank National Association, and its successors and assigns.

"Lender" or "Lenders" means each financial institution from time to time party hereto as a "Lender", together with its respective successors and permitted assigns, as of any date of determination, holding a Revolving Commitment, a Revolving Credit Loan, or a Participation Interest on such date; provided, however, that the term "Lender", except as otherwise expressly provided herein, shall not include any Lender (or its Affiliates) in its capacity as a Specified Derivatives Provider.  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".

"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" has the same meaning as used in the Note.

"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 Lenders to Borrower.

"Loan Agreement" means this Loan Agreement among Borrower, the Lenders and the Administrative Agent, 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 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.

"LOC Commitment" means the commitment of the Issuing Lender to issue Letters of Credit and with respect to each Lender, any commitment of such Lender to purchase participation interests in the Letters of Credit up to such Lender's LOC Committed Amount as specified in Schedule 2.1, as such amount may be reduced from time to time in accordance with the provisions hereof.

"LOC Commitment Percentage" means, for each Lender, the percentage, if any, identified as its LOC Commitment Percentage on Schedule 2.1, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.

"LOC Committed Amount" means an amount not to exceed the amount set forth on Schedule 2.1.

"LOC Documents" means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned, or (b) any collateral security for such obligations.

"LOC Obligations" means, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit; plus (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed.

"Maximum Rate" means the maximum variable contract rate of interest which Administrative Agent 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" mean the Promissory Notes executed by the Borrower payable to the order of the Lenders, collectively or separately, as appropriate.

"Off-Balance Sheet Obligations" 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 Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) 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 is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

"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 Parent's successors and permitted assigns.  Parent is sometimes referred to herein as "Guarantor".

“Participation Interest” means a participating interest in the Loan conveyed to another as described in Section 9.8.

"Permanent Loan Estimate" means, as of any date of determination and with respect to any Collateral Property, an amount equal to (a) the trailing twelve (12) month 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 greater of: (aa) 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 2.50% ; or (ab) 7.25%.

"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)easements and such other liens and encumbrances to which Administrative Agent shall consent in writing as directed by the Required Lenders; 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.

"Proportionate Share" means each Lender's portion of the Loan or Revolving Commitment or Letter of Credit Percentage as set forth in Schedule 2.1 hereof.

"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.

"REIT" means a real estate investment trust, as defined in the Internal Revenue Code.

"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.

“Related Parties” means with respect to the Lenders, the Administrative Agent and the Issuing Lender, their Affiliates and their partners, directors, officers, employees, agents and advisors.

"Required Lenders" means Lenders having an aggregate proportionate share in the Loan equal to no less than 66.67%; provided that the Revolving  Commitments of, and outstanding principal amount of Loans owing to, a Defaulting Lender shall be excluded for purposes hereof in making a determination of Required 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 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 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 Parent or any of its Subsidiaries now or hereafter outstanding.

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

"Revolving Commitment" means, with respect to each Lender, the commitment of such Lender to make Revolving Credit Loans in an aggregate principal amount at any time outstanding up to such Lender's Revolving Committed Amount as specified in Schedule 2.1, as such amount may be reduced from time to time in accordance with the provisions hereof.

"Revolving Commitment Percentage" means, for each Lender, a fraction (expressed as a decimal) the numerator of which is the Revolving Commitment of such Lender at such time and the denominator of which is the Aggregate Revolving Committed Amount at such time.  The Revolving Commitment Percentages are set out on Schedule 2.1.

"Revolving Committed Amount" means the amount of each Lender's Revolving Commitment as specified in Schedule 2.1, as such amount may be reduced from time to time in accordance with the provisions hereof.

"Revolving Credit Loan" means the Borrower's indebtedness owed to Lenders pursuant to Section 2 of this Loan Agreement.

"Senior Officer" means the Chairman, Vice Chairman, President, an Executive Vice President, Executive Vice President-Finance, Senior Vice President-Real Estate Finance,

 Executive Vice President–Accounting, Controller and Chief Financial Officer of Borrower or Parent.

"Specified Derivatives Provider" means any Lender, or any Affiliate of a Lender that is a party to a Derivatives Contract at the time the Derivatives Contract is entered into.

"Subordinated Debt" means Indebtedness for money borrowed of 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 Administrative Agent, 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 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 Borrower minus (to the extent reflected in determining stockholders' equity of 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, 2012, or in the event that any of the Lenders and Borrower shall hereafter mutually agree in writing that the Revolving Credit Loan and any such extending Lenders' several commitments hereunder shall be extended to another date, such other date, or (b) the date as of which Borrower shall have terminated Lenders' several commitments 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 Obligations of such Person and the Ownership Share of the Off-Balance Sheet Obligations 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 Borrower's Ownership Share of such Subsidiary (unless Borrower or a Wholly Owned Subsidiary of 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 Parent's Form 10-Q or Form 10-K (or their equivalent) filed with the SEC 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.

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

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

2.1The Commitment.

(a)The Commitment. Subject to the terms and conditions herein set out, from the Closing Date until the Termination Date of Revolving Credit Loan, each Lender severally agrees to make Revolving Credit Loans in dollars to the Borrower from time to time in the amount of such Lender's Revolving Commitment Percentage for the purposes hereinafter set forth; provided that (a) with regard to the Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Credit Loans plus LOC Obligations shall not exceed the lesser of (i) One Hundred Five Million Dollars ($105,000,000.00), (ii) the Borrowing Base, or (iii) th e Permanent Loan Estimate; and (b) with regard to each Lender individually, the sum of the aggregate principal amount of such Lender's Revolving Commitment Percentage of outstanding Revolving Credit Loans plus such Lender's Revolving Commitment Percentage of LOC Obligations shall not exceed such Lender's Revolving Committed Amount.

(b)Revolving Credit Loan Borrowings.

(i)Notice of Borrowing.  The Borrower shall request a Revolving Credit Loan borrowing by written notice (or telephone notice promptly confirmed in writing) to the Administrative Agent not later than 10:00 a.m. on the Business Day of the requested borrowing.  Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Credit Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), and (C) the aggregate principal amount to be borrowed.  If the Borro wer shall fail to specify in any such notice of borrowing an applicable Interest Period, then such notice shall be deemed to be a request for an Interest Period of one (1) month.  The Administrative Agent shall give notice to each Lender promptly upon receipt of each notice of borrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender's share of any borrowing to be made pursuant thereto.

(ii)Minimum Amounts.  Each Revolving Credit Loan shall be in a minimum aggregate principal amount of $1,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining Aggregate Revolving Committed Amount, if less).

(iii)Advances.  Each Lender will make its Revolving Commitment Percentage of each Revolving Credit Loan borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 13.2, or at such other office as the Administrative Agent may designate in writing, by noon on the date specified in the applicable notice of borrowing in dollars and in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account desi gnated by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

2.2The Notes and Interest.  The Revolving Credit Loan shall be evidenced by promissory notes of Borrower payable to the order of each Lender in the aggregate principal amount of each Lender's Revolving Commitment, in form substantially the same as the copy of the Note, attached hereto as Exhibit "C."  The entire aggregate principal amount of the Revolving Credit 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, and any future date when an advance under the Loan is made, 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 fifth (5th) day of each month.  Administrative Agent shall mail to 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 Borrower 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, s ix (6) months, or LIBOR Rate shall be made by Borrower on or prior to the date of the Notes and each selection thereafter shall be made at least twenty-four (24) hours prior to the end of the then applicable interest rate period.  Borrower may not 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; however, the interest rate shall never be less than four and fifty hundredths percent (4.50%) per annum.)

2.3Commitment Fee/Servicing Fee/ Other Fees.  (a) On the Closing Date, Borrower will pay Administrative Agent (in addition to the commitment fees it has previously paid) an additional commitment/extension fee of Five Hundred Twenty Five Thousand and No/100 Dollars ($525,000.00).  In addition to the commitment/extension fee, on each June 1, Borrower shall pay to Administrative Agent a servicing fee in the amount of Forty Thousand and NO/100 Dollars ($40,000.00) for Administrative Agent's services in connection with administering the Loan with the Lenders.  The servicing fee shall belo ng solely to Administrative Agent and the other Lenders shall have no interest therein.  Borrower agrees 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.  It is expressly understood and agreed that any commitment fees

collected from the Borrower by Administrative Agent shall be disbursed by the Administrative Agent to the Lenders in proportion to Lenders' Proportionate Share.

(b) Notwithstanding anything herein to the contrary, it is expressly understood and agreed that (i) any fees charged to and paid by the Borrower to the Administrative Agent with respect to letters of credit issued for the account of the Borrower (including, without limitation, preparation fees, amendment fees, cancellation fees, cable fees, postage, transfer fees, and other similar fees) shall belong solely to the Administrative Agent, and no other Lender shall have rights therein; (ii) any commissions charged to and paid by the Borrower in connection with the issuance of letters of credit shall belong solely to the Administrative Agent, unless and until a draw is made under any letter of credit at which time and when each Lender remits to Administrative Agent its Proportionate Shar e of the draw, Administrative Agent shall remit to each Lender its Proportionate Share of any commission paid to Administrative Agent by Borrower with respect to each letter of credit.

2.4Borrowings under, Prepayments or Termination of the Revolving Credit Loan.  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 distributed by Administrative Agent to each Lender its Proportionate Share of such payments in accordance with Section 9.2.

By notice to Lenders in writing, Borrower shall be entitled to terminate, in their entirety, Lenders' several commitments 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 Lenders arising hereunder shall have been paid in full, Administrative Agent shall thereupon at Borrower's request release its security interest in all of Borrower's Property securing the Revolving Credit Loan.

2.5Substitution of Collateral.  Upon Administrative Agent's prior written approval, which approval must be at the direction of the Lenders pursuant to Section 9.1 (a), Borrower may substitute collateral originally provided for the Revolving Credit Loan for collateral of equal or greater value but such substituted collateral must be acceptable to each Lender and acceptance thereof is solely within the discretion of the Lenders, as evidenced by written notice to Borrower from Administrative Agent.

2.6Intentionally Deleted.

2.7Secondary Financing by Parent.  Parent was formerly the general partner of Borrower.  It is also a real estate investment trust.  In the event Parent does any additional offering of its securities, if required by Administrative Agent, as directed by the Required Lenders, it will apply no less than 75% net of expenses of the monies received from such offering for the benefit of 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 affi liates of Borrower.

2.8Issuance of Letters of Credit.  To the extent that letters of credit are requested by Borrower to be issued in connection with the Loan, Borrower agrees to execute and deliver to Issuing Lender any documents reasonably requested by Issuing Lender related to the issuance of

the letters of credit, including but not limited to Issuing Lender'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 Issuing Lender.  While the face amount of the letters of credit shall be counted against availability under the Loan as described in Section 2.1, such amounts shall only be deemed actual Loan advances when the letter of credit is drawn upon.

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

3.1Required Repayments.  In the event that the outstanding aggregate principal balance of the Revolving Credit Loan including outstanding letters of credit, shall at any time exceed the Borrowing Base, upon discovery of the existence of such excess borrowings, Borrower shall, within ninety (90) 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 Administrative Agent and the Lenders, with additional collateral for the Revolvi ng Credit Loan of a value and type reasonably satisfactory to Administrative Agent and the Lenders 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 Administrative Agent'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 ninety (90) day period or until the principal payment or satisfactory collateral is received, whichever is less, Borrower will not make any additional requests for advances under the Revolving Credit Loan.  Once calculated, the Borrowing Base shall remain effective until the next Borrowing Base calculation date as provided in Section 1 of this Loan Agreement.

3.2Place of Payments.  All payments of principal and interest on the Revolving Credit Loan and all payments of fees required hereunder shall be made to Administrative Agent, at its address listed in Section 13.2 of this Loan Agreement in immediately available funds.

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

SECTION 4:CONDITIONS OF LENDING

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

(a)This Loan Agreement.

(b)The Notes.

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

(d)Current financial statements of Borrower in form satisfactory to Administrative Agent and the Lenders.

(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 Administrative Agent 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 Administrative Agent and the Lenders may require.

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

(i)Environmental audits of the properties described in the CBL Mortgage, to the extent they have not been previously provided to Administrative Agent.

(j)Surveys of the College Square, Walnut Square and Shoppes at Hamilton Place 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 Administrative Agent and shall be accompanied by Administrative Agent's usual survey certificate.

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

(l)The Guaranty Agreement of Parent guarantying the Loan (the "Guaranty Agreements").

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

4.2Conditions Precedent to All Revolving Credit Loan Advances.  The obligation of Lenders 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)Borrower shall have furnished to Administrative Agent a written request stating the amount of Revolving Credit Advance requested together with the intended use of the advance.

(b)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 Borrower, as set out in Section 5 hereof shall remain true and correct in all material respects or, in the case of Warranties and Representations of Borrower already qualified by materiality, in all respects, as of the date of such Loan advance.

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

(e)Within ninety (90) days after each January 1 and within forty-five (45) days after each July 1, April 1 and October 1, Borrower shall furnish to Administrative Agent a Non-Default Certificate executed by a duly authorized officer of Borrower, in the form of Exhibit "E" attached hereto.

(f)If required by Administrative Agent, Borrower shall have furnished to Administrative Agent an updated and current title report with respect to the property or properties covered by any CBL Mortgage held by Administrative Agent.  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 Administrative Agent, no additional advances shall be made.

SECTION 5:REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that:

5.1Partnership/Limited Liability Company Status.  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.  The Lakes Mall, LLC 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.  The Lakes Mall, LLC is a wholly owned subsidiary of Borrower.

Walnut Square Associate Limited Partnership is a wholly owned subsidiary of Borrower.  CBL Morristown, Ltd. is a wholly owned subsidiary of Borrower.  Citadel Mall DSG, LLC is a wholly owned subsidiary of Borrower.  Laredo/MDN II Limited Partnership is a wholly owned subsidiary of MDN/Laredo GP II, LLC which is a wholly owned subsidiary of Borrower.  The Shoppes at Hamilton Place, LLC is a wholly owned subsidiary of Jarnigan Road Limited Partnership which is a 91% owned subsidiary of Borrower.

5.2Power and Authority.  The execution, delivery and performance of the Loan Agreement, the Note, the CBL Mortgage, and the other loan and collateral documents executed pursuant hereto by Borrower and all Related Entities have been duly authorized by all requisite action and, to the best of Borrower'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 Borrower, or any Related Entity, any provision of any indenture, agreement or other instrument to which Borr ower, or any Related Entity is a party, or by which Borrower'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, or any Related Entities, except for liens and other encumbrances provided for and securing the indebtedness covered by this Loan Agreement.

5.3Financial Condition.

(a)(i) Parent and Borrower's consolidated balance sheets for the fiscal year ended as of December 31, 2009, 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 (or their equivalents), and (ii) the unaudited interim consolidated balance sheet of Borrower for March 31, 2010, 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 Administrative Agent (and furnished by Administrative Agent to the Lenders), together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Parent and Borrower 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 March 31, 2010, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Borrower.

(c)(i) The audited balance sheet of Parent for the fiscal year ended on December 31, 2009, the unaudited balance sheet of Parent for the period ended December 31, 2009, and the related statements of operations and of cash flows for the year ended 2009 and the period ended December 31, 2009, a copy of which has been furnished to Administrative Agent (and furnished by Administrative Agent to the Lenders), 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 transa ctions, 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, 2009, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Parent.

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

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

5.5Litigation.  There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of Borrower 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.  With respec t to the materialmen's lien litigation involving The Lakes Mall, Borrower agrees at Administrative Agent's request (which request may be at the direction of the Required Lenders), Borrower will cause the materialmen's lien to be bonded off promptly and to the satisfaction of Administrative Agent.

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

5.7Contracts or Restrictions.  In Borrower's opinion, Borrower 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.

5.8No Default.  No material default 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 Borrower or any Related Entity.  For the purposes of this Paragraph 5.8, monetary defaults specifically excepted under the provisions of Paragraph 8.2 (which excludes non-recourse debt) below shall not be deemed material defaults.

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

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

5.11Hazardous Substances.  To the best knowledge of Borrower, 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 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 pro perty which, if adversely determined, would materially adversely affect the business, operations or the financial condition of Borrower and/or any Related Entity except as set forth in Exhibit "F" attached hereto.

5.12Ownership of Borrower.  As of the date hereof, CBL Holdings I owns an approximate 1.06% general partner interest in Borrower and CBL Holdings II owns a 71.59% limited partner interest in Borrower.  Borrower has no other general partners.  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., and officers and key employees of Borrower's Affiliates own an approximate 9.81% limited partner interest in Borrower. &# 160;As of the date hereof, CBL & Associates Management, Inc. owns no interest in Borrower.  As of the date hereof, Richard E. Jacobs Group, Inc. owns an approximate 12.06% limited partner interest in Borrower and other investors own an approximate 5.48% limited partner interest in Borrower.  As of the date hereof Borrower and its Affiliates own 100% of the partnership interests in Walnut Square Associates Limited Partnership, Laredo/MDN II Limited Partnership and CBL Morristown, Ltd.; and 100% of the limited liability company interests of The Lakes Mall and Citadel Mall DSG, LLC.  As of the date hereof, Jarnigan Road Limited Partnership is owned 91% by Borrower, 1% by Development Options, Inc. and 8% by Lewis H. Conner, Jr.  As of the date hereof, Jarnigan Road Limited Partnership owns 100% of the limited liability company interests of The Shoppes at Hamilton Place, LLC.

5.13Intentionally Deleted.

5.14Outstanding Balance on Note.  The outstanding unpaid principal balance of the Revolving Credit Loan as of October 29, 2010 was $1,000,000.00,and the undisbursed amount of the Revolving Credit Loan is $104,000,000.00 as of October 29, 2010, subject to the cap described in this Loan Agreement,and no defenses or offsets exist against the holder of the Revolving Credit Loan or otherwise.

5.15Margin Stock; Investment Company.  Neither Borrower nor any of its Subsidiaries owns any “Margin Stock” (as such term is defined in Regulation U of the Board of Governors of the United States Federal Reserve System).  Neither Borrower nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur indebtedness or which may otherwise render all or any portion of the Revolving Credit Loans unenforceable.  Neither Borrower nor any of its Subsidiaries is a “registered investment

company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

5.16Anti-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.  To the extent applicable, each of Parent, Borrower and their respective Subsidiaries is in compliance in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.  No part of the proceeds of the Revolving Credit Loans will be used, directly or indirectly, for any payments to any governmental office or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

SECTION 6:AFFIRMATIVE COVENANTS OF BORROWER

Borrower covenants and agrees that from the date hereof and until payment in full of the principal of and interest on indebtednesses evidenced by this Loan Agreement and the Notes, unless Administrative Agent shall otherwise consent in writing, as directed by the Required Lenders, Borrower will and will cause all Related Entities to:

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

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

6.3Insurance.

(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 Administrative Agent:

(i)Comprehensive public liability insurance covering claims for bodily injury, death, and property damage, with minimum limits satisfactory to Administrative Agent, 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 Administrative Agent, with loss payable clause in favor of Administrative Agent;

(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 Administrative Agent, 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 Administrative Agent, with loss payable clause in favor of Administrative Agent.  Administrative Agent is hereby authorized and empowered, at its option, to adjust or compromise any loss under any such insurance policies and to collect a nd receive the proceeds from any such policy or policies as provided in the CBL Mortgage; and

(iv)Such other insurance as Administrative Agent or a Lender may, from time to time, reasonably require by notice in writing to Borrower.

(b)All required insurance policies shall provide for not less than thirty (30) days' prior written notice to Administrative Agent of any cancellation, termination, or material amendment thereto; and in all such liability insurance policies, Administrative Agent (on behalf of the Lenders) shall be named as an additional insured.  Each such policy shall, in addition, provide that there shall be no recourse against Administrative Agent or the Lenders 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 Administrative Agent for distribution to the Lenders notwithstanding an y action, inaction or breach of representation or warranty by Borrower or any Related Entity.  Borrower will deliver to Administrative Agent (for Administrative Agent’s distribution to the Lenders) original or duplicate policies of such insurance, or satisfactory certificates of insurance, and, as often as Administrative Agent (or Lenders through Administrative Agent), may reasonably request, a report of a reputable insurance broker with respect to such insurance.  Any insurance proceeds received by Administrative Agent shall be applied upon the indebtednesses, liabilities, and obligations of Borrower to the Lenders in accordance with Section 9.2 (whether matured or unmatured) or, at the option of the Required Lenders, released to Borrower.

6.4Obligations, Taxes and Liens.  Pay all of its indebtednesses and obligations in accordance with normal terms and practices of its business and pay and discharge or cause to be paid and discharged all taxes, assessments, and governmental charges or levies imposed upon it or upon any of its income and profits, or upon any of its properties, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials, and supplies which otherwise, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that 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 Administrative Agent, and Administrative Agent

shall be furnished, if Administrative Agent shall so request, bond or other security protecting it against loss in the event that such contest should be adversely determined.  In addition, Borrower shall immediately pay, upon the request of Administrative Agent (which may be at the direction of the Required Lenders), all mortgage and/or intangible taxes and/or penalties payable to government officials with respect to any CBL Mortgage and/or the Note or, if Administrative Agent has elected to pay same (at the direction of the Required Lenders), Borrower shall immediately reimburse Administrative Agent therefor (who shall in turn reimburse the Lenders); provided, however Borrower shall not be required to pay so long as Borrower or any Related Entity is contesting the tax and /or penalties in good faith and through continuous and appropriate proceedings but Borrower shall be required to reimburse the Administrative Agent or any Lender to the extent Administrative Agent or any Lender has made any payment.

6.5Financial Reports and Other Data.  Furnish to Administrative Agent for distribution to the Lenders 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 Administrative Agent and the Lenders, 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) Parent's consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements of changes, each prepared in accordance with GAAP, not audited but certified by the Chief Executive Officer or the Chief Financial Officer or Controller or a Senior Vice President or Vice President of Accounting of Parent, such balance sheets to be as of the end of such quarter and such consolidated statements 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, provided however, if Parent files a Form 10-Q (or its) with the SEC then the financial statements described above shall be provided to Administrative Agent for distribution to the Lenders within five (5) days of that filing; (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; (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 Administrative Agent, 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; (e) and in any event within one hundred twenty (120) days after the end of each fiscal year of Parent, an unqualified audit as of the close of such fiscal year of Parent, 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 Administrative Agent, showing the financial condition of Parent at the close of such year and the results of operations during such year provided however, if Parent files a Form 10-K (or its equivalent) with the SEC then such financial statements shall be provided to Administrative Agent for distribution to the Lenders within five (5) days of that filing; (f) , if requested by Administrative Agent (as directed by the Required Lenders) on an annual basis, Borrower's cash flow budgets for the following four (4) fiscal quarters; and (g) such other financial information as Administrative Agent (as directed by the Required Lenders) may reasonably require.

6.6Additional Information.  Furnish such other information regarding the operations, business affairs and financial condition of Borrower and all Related Entities as Administrative Agent or Administrative Agent, as directed by any Lender, 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 Administrative Agent agrees that such information shall be maintained in strict confidence unless it is publicly available and except that it may be disclosed to any Lenders and their counsel and Administrative Agent's counsel; provided, however, Borrower shall not be required to divulge the terms of other financing arrangements with other lending institutions if and to the extent Borrower is prohibited by contractual agreement with such lending institutions from disclosing such information with the exception that Borrower shall promptly notify Administrative Agent (for distribution to the Lenders) 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 shall not enter into any such contractual arrangement whereby Borrower is prohibited from disclosing such financial arrangements, without providing Administrative Agent with written notice of the nature of such prohibitions.  In addition, Borrower shall not enter into any such arrangement while any Event of Default hereunder exists beyond any applicable cure periods.

6.7Right of Inspection.  Permit any person designated by Administrative Agent or any person designated by any Lender through Administrative Agent, at Administrative Agent's expense, to visit and inspect any of the properties, books and financial reports of 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 Administrative Agent or Administrative Agent, as directed by any Lender, 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 any such designated person shall disclose any such information only to Administrative Agent, Administrative Agent's appraisers and examiners as required by banking laws, rules and regulations, and Administrative Agent shall then disclose such information to the other Lenders.

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

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

6.10Appraisals.  Upon Administrative Agent's request, which may be at the discretion of the Required Lenders, but no more frequently than once per every twelve (12) month period, allow appraisers (that are capable of conducting Appraisals meeting the requirements set forth in the definition of “Appraisal” above) employed by Administrative Agent (or a firm designated by Administrative Agent or the Required Lenders through the Administrative Agent) and reasonably acceptable to the Borrower to make updated Appraisals of the property or properties described in the CBL Mortgage, at Borrower's exp ense.

6.11Intentionally Deleted.

6.12Notice 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, Borrower shall provide telephonic notice to Administrative Agent 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 ther eto.

6.13REIT.  Parent shall at all times maintain its status as a "real estate investment trust" under the Internal Revenue Code and shall at all times remain a New York Stock Exchange-listed or AMEX–listed company.

6.14Ownership.  Charles B. Lebovitz, John N. Foy, Ben Landress, Stephen D. Lebovitz and Michael Lebovitz (or members of their immediate family, or any or trust formed for their benefit, or a corporation in which they own the majority of the voting stock) shall own directly or indirectly at least a combined ten percent (10%) of the voting stock of Parent and operating units of Borrower, except and only to the extent diluted by additional equity offerings or similar transactions.

SECTION 7:NEGATIVE COVENANTS OF BORROWER

Borrower covenants and agrees that at all times from and after the Closing Date, unless Administrative Agent shall otherwise consent in writing, as directed by the Required Lenders, Borrower will not, and will not allow any Subsidiary or Related Entity, to either directly or indirectly:

7.1Minimum Tangible Net Worth.  Permit Tangible Net Worth at any time to be less than (i) $2,300,000,000.00 plus (ii) 50% of the Net Proceeds of all Equity Issuances effected at any time after the Agreement Date by Parent, Borrower or any Subsidiaries to any Person other than Parent or any of its Subsidiaries.  This shall be measured quarterly.

7.2Ratio of Total Liabilities to Gross Asset Value.  Permit the ratio of (i) Total Liabilities of Parent, Borrower and its Subsidiaries determined on a consolidated basis to

(ii) Gross Asset Value of Parent, Borrower and any Subsidiaries determined on a consolidated basis, to exceed 0.650 to 1.00 at any time.  This shall be measured quarterly.

7.3Ratio of EBITDA to Interest Expense.  Permit the ratio of (i) EBITDA of Parent, Borrower and the Subsidiaries determined on a consolidated basis for the four (4) fiscal quarters most recently ending to (ii) Interest Expense of Parent and its Subsidiaries determined on a consolidated basis for such period, to be less than 1.750 to 1.00.  This shall be measured quarterly.

7.4Ratio of EBITDA to Debt Service. Permit the ratio of (i) EBITDA of Parent, Borrower and the Subsidiaries determined on a consolidated basis for the four (4) fiscal quarters most recently ending prior to the calculation to (ii) Debt Service of Parent, Borrower and the Subsidiaries determined on a consolidated basis for such period, to be less than 1.550 to 1.00.  This shall be measured quarterly.

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

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

 (a)Liens in favor of Administrative Agent, for the benefit of the Lenders, securing payment of the Note;

 (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.

7.7Sale of Assets.  Sell, lease, convert, transfer or dispose of all or a substantial part of its assets for less than book value or for less than fair market value, or, sell, lease, convert, transfer or dispose of all or a substantial part of its assets, without the consent of the Required Lenders, 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, Borrower may sell its assets without the consent of the Required Lenders so long as such sale is not more than 20% of the book value of all of its assets and only so long a s such sale does not cause Borrower to be in violation of any covenant in this Loan Agreement.

7.8Consolidation or Merger; Acquisition of Assets.  Enter into any transaction of merger or consolidation, acquire any other business or corporation, or acquire all or substantially all of the property or assets of any other Person in excess of $500,000,000.00 unless: (a) 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); and

(b) unless (i) no Event of Default exists; and (ii) Borrower has delivered to Administrative Agent for distribution to the Lenders at least thirty (30) days prior to such acquisition all information related to the acquisition requested by Administrative Agent (or any Lender through Administrative Agent) at least thirty (30) days and a compliance certificate, calculated on a pro forma basis, evidencing continued compliance with the financial covenants contained in this Loan Agreement after accounting for the proposed acquisition.

7.9Partnership Distributions and Other Restricted Payments.  If an Event of Default exists or would exist following the making of a Restricted Payment, Parent, 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) 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 Parent to maintain its status as a REIT, to remain in compliance with this Loan Agreement and Section 8.10 of the Credit Agreement; and (ii) Pa rent may cause Borrower (directly or indirectly through any intermediate Subsidiaries) to make cash distributions to Parent and to other limited partners of Borrower, and Parent may cause other Subsidiaries of Parent to make cash distributions to 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 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 Parent does not exceed the amount that Parent is permitted to declare or distribute under the immediately preceding clause (i).  Notwithstanding the foregoing, if an Event of Default specified in this Loan Agreement or a Default specified in Section 11.1(a) of the Credit Agreement resulting from 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 Cred it 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, Parent and Borrower shall not, and shall not permit any other Subsidiary to, make any Restricted Payments whatsoever.

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

7.11Limitations on Actions Against Administrative Agent and Lenders.  Take any action against:

(a)Administrative Agent, if any Lender fails or refuses to fund pursuant to the terms of this Loan Agreement to Administrative Agent for the benefit of Borrower, such Lender's Proportionate Share; or

(b)any Lender, if Administrative Agent fails or refuses to fund for the account of Borrower any Lender's Proportionate Share, to the extent such Lender's Proportionate Share has been received by Administrative Agent; or

(c)any Lender, if such Lender fails or refuses to fund to Administrative Agent for the benefit of Borrower, such Lender's Proportionate Share, and such failure or refusal is not a breach of this Loan Agreement; or

(d)any Lender, if Administrative Agent fails or refuses to fund for the account of Borrower Lender's Proportionate Share.  Borrower'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.

7.12Investment Concentration/Permitted Investments.  Not make, nor permit 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 Parent to exceed at any time ( to be measured quarterly) either an aggregate thirty five percent (35%) of Gross Asset Values or the specific Gross Asset Values noted below:

(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 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 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, shall not exceed ten percent (10%);

(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 located at 2034 Hamilton Place Boulevard, Chattanooga, Tennessee, shall not exceed ten percent (10%);

(c)Investments (which shall be valued at book value determined in accordance with GAAP) in Unconsolidated Affiliates of Borrower or Parent shall not exceed twenty percent (20%);

(d)Investments [which shall be valued at the lower of cost or market value, which shall also be limited to ten percent (10%)] in Persons that are neither Subsidiaries nor Unconsolidated Affiliates of Borrower or Parent, excluding publicly traded stock of a real estate company in which Borrower is acquiring a controlling interest which shall be limited to ten percent (10%) with any excess applied to the overall percentage limitation of this subsection (d); and

(e)Mortgages in favor of Borrower or Parent, other than (i) Mortgages securing Indebtedness owed to Borrower or any Subsidiary on September 30, 2002, which shall also be limited to ten percent (10%).

7.13Limitation on Amendment to Organizational Documents.  Not change their respective Articles of formation, bylaws, partnership agreements or other organizational

documents in any respect which would have a material adverse effect (without the prior written consent of Administrative Agent, as directed by the Required Lenders) except as required by law or applicable tax requirements.

7.14Ratio of EBITDA to Total Indebtedness.  Permit the percentage of (i) EBITDA of Parent, Borrower and the Subsidiaries determined on a consolidated basis for the four (4) fiscal quarters most recently ending to (ii) total Indebtedness on a consolidated basis for such period, to be less than eleven percent (11%).  This shall be measured quarterly.

SECTION 8:EVENTS OF DEFAULT

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

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

8.2Payment of Obligations to Others.  Borrower 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 any of the Lenders or to any of the Lenders 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, Borrower and the Related Entity w ill 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; or (b) such default is being contested by Borrower or the Related Entity in good faith through appropriate proceedings reasonably acceptable to Administrative Agent; or

8.3Payment of Obligations to Wells Fargo.  Borrower or any Related Entity defaults in the payment as and when due of Indebtedness or obligation for borrowed money owed to Wells Fargo and such default continues beyond any applicable grace period; or

8.4Performance of Obligations to Lenders.  (a) Borrower 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 Administrative Agent (as directed by the Required Lenders) to Borrower 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 Borrower has actual knowledge of such failure or (ii) the date notice of such failure has been given to Borrower

and/or the Related Entity, as the case may be, by Administrative Agent; provided, however, that if such default is curable, in the reasonable opinion of the Required Lenders (as evidenced by a notice signed by the Required Lenders), 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 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 t han the date ninety (90) calendar days following the earlier of the date such Senior Officer has actual knowledge of such failure or the date Administrative Agent gave notice of such failure to Borrower and/or the Related Entity, as the case may be; or (b) Borrower 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 Administrative Agent in connection with the Loan and such default continues for a period of thirty (30) calendar days after the earlier of (i) the date any Senior Officer of Borrower has actual knowledge of such failure or (ii) the date notice of such failure has been given to Borrower and/or the Related Entity, as the case may be, by Administrative Agent; provided, however, that if such default is curable, in the rea sonable opinion of the Administrative Agent (as directed by the Required Lenders), 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 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 Administrative Agent gave notice of such failure to Borrower and/or the Related Entity, as the case may be; or (c) any Borrower or any Related Entity shall fail to perform or observe any term, covenant, condition or agreement contained in this Loan Agreement or any other Loan Document to whi ch it is a party and not otherwise mentioned in this Section; or

8.5Performance 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 any of the Lenders, 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 Borrower and/or the Related Entity, as the case may be, in good faith through appropriate proceedings reasonably accept able to Administrative Agent and the Lenders, such default shall not constitute a default hereunder; or

8.6Representation or Warranty.  Any representation or warranty made by Borrower 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

8.7Bankruptcy, Etc.  Borrower 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 CBL Holdings or Parent or any Related Entity, in which an order for relief is entered against Borrower or CBL Holdings or Parent which remains undismissed for a period of ninety (90) days or more; or Borrower 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

8.8Concealment of Property, Etc.  Borrower, 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

8.9Management Change.  Active management of Borrower, CBL & Associates Management, Inc. (the "Management Company") and the Parent shall remain in Charles B. Lebovitz; provided, however, upon his failure to remain in active management such failure shall not be a default hereunder if either (i) at least two (2) of the following remain active in the management: John N. Foy, Stephen D. Lebovitz, Michael Lebovitz, Ben Landress, and Charles W. A. Willett, Jr.; or (ii) within one hundred eighty (180) days Borrower, Management C ompany and Parent present a management replacement satisfactory to Lenders; or

8.10Change 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

8.11Loan 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 Borrower and/or any Related Entity shall deny it has any or further liability under this Loan Agreement, the Notes, the Guaranty, or under the CBL Mortgage; or

8.12Covenants.  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 Administrative Agent (as directed by the Required Lenders) to Borrower and/or such Related Entity, as the case may be; provided however, and notwithstanding anything contain ed 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 Borrower or any Related Entity has actual knowledge of such failure; or (ii) the date notice of such failure has been given to Borrower by Administrative Agent; or

8.13Breach of Section 7 of this Loan Agreement.  Borrower shall fail to observe or perform its obligations to Lenders 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 Borrower has actual knowledge of such failure or (ii) the date notice of such failure has been given to Borrower by Administrative Agent (as directed by the Required Lenders); or

8.14Placement of Liens on Property.  Borrower or any Related Entity shall, without the prior written consent of the Administrative Agent (as directed by the Required Lenders) and except as permitted by Sections 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; or

8.15Other Indebtedness Default.  Borrower, any guarantor, or any significant Subsidiary (significance to be determined by Administrative Agent (as directed by the Required Lenders), during any twelve (12) month period defaults on any recourse or guaranteed indebtedness in excess of Fifty Million and No/100 Dollars ($50,000,000.00) in the aggregate.

8.16Remedy.  Upon the occurrence of any Event of Default, as specified herein, Lenders shall, at their option, be relieved of any obligation to make further Revolving Credit Advances under this Loan Agreement; and the Default Rate shall accrue on the outstanding indebtedness as described in the definition of “Default Rate;” and Administrative Agent may thereupon, with the consent of the Required Lenders, declare the entire unpaid principal balances of the Note, all interest accrued and unpaid thereon and all other amounts payable under this Loan Agreement to be immediately due and payable fo r 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 Administrative Agent on behalf of the Lenders concurrently or sequentially, in such order as Administrative Agent (as directed by the Required Lenders) may choose.

SECTION 9:ADMINISTRATION OF LOAN

Subject always to the limitations of Administrative Agent's liability, as set forth in Sections 7.11 and 12 hereof:

9.1Administration and Limitation of Amendments by Lenders.  Administrative Agent shall be the administrator of the Loan, and shall administer the Loan in accordance with the standards it applies to loans of similar size and character for its own account; provided,

however, that notwithstanding anything to the contrary contained herein, Administrative Agent shall secure the written approval of:

(a)each Lender prior to:

(i)consenting to a change to (or otherwise changing or modifying): (A) this Section 9.1 or any of the voting thresholds under the Loan Documents or (B) the rate of interest on the Loan or the commitment fees payable from that which is presently provided for in the Loan Documents; or

(ii)extending the maturity of the Loan or the time for any payment required under any Loan Document; or

(iii)releasing any party liable on the Loan; or

(iv)releasing any Collateral for the Loan, except to the extent, if any, that the Loan Documents contemplate the release of Collateral in the ordinary course of operation of the Borrower's business; or

(v)increasing the Loan amount above $105,000,000.00; or

(vi)substituting any Collateral for the Loan.

(b)Required Lenders prior to:

(i) waiving any Event of Default; or

(ii) declaring any Event of Default or enforcing any rights of the Lenders under the Loan Documents: or

(iii) incurring any Extraordinary Expenses in excess of Twenty Five Thousand Dollars ($25,000.00); or

(iv) making any Loan advances after the occurrence and continuance of an Event of Default; provided however, no Lender shall have any obligations to fund into a bankruptcy even if the Lenders are willing to fund; or

(v) changing any covenant contained in the Loan Documents or waiving any of the provisions thereof; or

(vi) disposing of any Collateral as provided in Section 9.2; or

(vii) changing the definition of “Adjusted Loan Amount” or “Borrowing Base,” or

(viii) making any other amendments and/or changes to the Loan Documents.

 No Proportionate Share may be increased without the consent of each affected Lender and no Lender shall modify or amend any Note without the consent of all Lenders.

9.2Collections.

(a)Administrative Agent shall exert reasonable efforts to collect all payments due under the Loan, together with any and all other sums due or payable pursuant to the Loan Documents; and promptly upon receipt of each payment of collected funds, but no later than the next Business Day, Administrative Agent shall pay to each Lender, in immediately available funds, each Lender's Proportionate Share (determined as of the time of such payment) of:

(i)All principal and interest payments and commitment fees received by Administrative Agent, and the Proportionate Share of any letter of credit commissions due any Lender; it being understood, however, that any Lender's share of interest received shall be based upon the amount of the total indebtedness funded by that Lender outstanding from time to time, calculated on a daily basis, based upon a 365 or 366 day year, as the actual case may be;

(ii)Any moneys or other property received upon the full or partial satisfaction of the Loan, the sale of said Loan as a unit, or the sale of any Collateral, whether in connection with a foreclosure proceeding or otherwise;

(iii)Any amounts received on any guaranty of the Loan;

(iv)Any insurance proceeds or condemnation awards received; and

(v)Any other amounts received by Administrative Agent from Borrower, whether by set-off or otherwise, in connection with the Loan.

Administrative Agent shall exert reasonable efforts to recover from Borrower all costs and expenses of collection, administration, and enforcement properly incurred which are properly reimbursable by Borrower in accordance with the provisions of this Loan Agreement, and shall remit to each Lender its Proportionate Share of such recovery to the extent that such Lender has contributed to the payment of such expenses.

9.3Records.  Administrative Agent shall at all times keep proper books of account and records at its principal office, reflecting all transactions in connection with the Loan, the Collateral therefor, and any advances made thereunder.  Such books and records shall be accessible for inspection and copying by each Lender at all reasonable times during business hours, subject always to applicable federal banking regulations.  Administrative Agent will promptly forward to each Lender copies of any non-publicly available notices or f inancial information received by Administrative Agent from Borrower.

9.4Expenses.  If Administrative Agent incurs any Extraordinary Expenses not part of its general overhead expense (whether before or after Borrower's default), including, without limitation, counsel fees and other expenses, or in the protection, management and preservation of the Collateral before or after default, to the extent any such expenses are reimbursable by the Borrower under the Loan Documents, Administrative Agent shall first demand reimbursement

from the Borrower.  Thereafter, each Lender will promptly reimburse Administrative Agent for Lender's Proportionate Share of such Extraordinary Expenses; provided, however, no Lender shall be obligated to reimburse the Administrative Agent for expenses incurred by it in connection with a dispute with any Lender unless such expenses are incurred in connection with matters approved pursuant to the terms of this Section 9.  It is recognized that an orderly liquidation of Collateral, or collection of the Loan, may require additional loan advances or other advances, and all such advances shall be deemed to be Extraordinary Expenses.  By way of example, and not limitation, such Extraordinary Expenses shall include, but shall not be limited to, payment of rent or other obligations under any ground lease related to the Colla teral required to preserve rights of Borrower or Lenders under the ground lease, payment of real estate and business assets appraisers, payment of insurance premiums, taxes and similar items.

9.5Servicing Fee.  Lenders shall pay no servicing fee to Administrative Agent for its services in administering any Lender's Proportionate Share of the Loan.

9.6Notice of Lenders Upon Occurrence of Certain Events.  [Intentionally deleted].

9.7Enforcement.

(a)Subject always to the provisions of subparagraph (c) hereof, upon the occurrence of any of the events set forth in Section 9.6 above, Administrative Agent shall take all reasonable and customary steps for the enforcement of the Loan that Administrative Agent would ordinarily take for such Loan if it were solely for its own account.

(b)Should the Administrative Agent acquire title to any Collateral for the Loan, either through foreclosure, sale or acceptance of deed or bill of sale in lieu of foreclosure, Administrative Agent shall, despite the apparent ownership of such Collateral by Administrative Agent on the public records, actually hold an undivided interest for the benefit of each Lender in the same proportion as the Proportionate Share of each Lender in the Loan at the time of such foreclosure.  The disposition of any such Collateral acquired by Administrative Agent shall be made in such manner as Administrative Agent shall determine with the consent of the Required Lenders; but Administrative Agent shall exert reasonable eff orts to effect the maximum benefit for all parties hereto.

(c)Administrative Agent shall be entitled to exercise its discretion to determine when and in what manner the Loan shall be enforced, subject, however, to the provisions of Section 9.1 above, it being expressly understood and agreed that, notwithstanding any provision herein to the contrary, Administrative Agent shall not be liable to any Lender for any action taken or omitted in connection with the administration, enforcement or collection of the Loan, except for such as is taken or omitted as the result of Administrative Agent's own gross negligence, willful misconduct or bad faith.

(d)Except as may be otherwise provided herein or in the Loan Documents, any sums recovered from Borrower applicable to this Loan, whether such recovery is effected through voluntary payment, suit, foreclosure, or otherwise shall be shared by the Lenders in the following order of priority:

(i)The actual out-of-pocket expenses incurred by the Administrative Agent which are reimbursable by the Borrower (but not in fact so reimbursed), including Extraordinary Expenses.  If Borrower subsequently reimburses Administrative Agent after Administrative Agent has reimbursed itself from funds that would otherwise be paid to the Lenders, Administrative Agent will reimburse the Lenders.

(ii)The Proportionate Share of accrued and unpaid interest and commitment fees and letter of credit commissions to which Lenders are entitled pursuant to the Loan Documents.

(iii)The principal amount of the respective Proportionate Share of Lenders.

(e)Prior to taking action following any of the events specified in subparagraph (a), the Administrative Agent shall be entitled to written indemnification from each Lender (on the basis of its Proportionate Share) against losses, liabilities, costs, damages and expenses which a Lender may incur or sustain as the result of taking action to enforce the Loan Documents, except for such as is a result of Administrative Agent's own gross negligence, willful misconduct or bad faith.

9.8Successors and Assigns; Participations; Purchasing Lenders.

(a)Successors and Assigns Generally.  The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any Guarantor may assign or otherwise transfer any of its rights or obligations hereunder, without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section 9.8, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 9.8 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section 9.8 (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Loan Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (c) of this Section 9.8 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Loan Agreement.

(b)Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)   Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)   in any case not described in paragraph (b)(i)(A) of this Section 9.8, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of any portion of the Revolving Credit Loan (provided, however, that simultaneous ass ignments shall be aggregated in respect of a Lender and its Approved Funds), unless the Administrative Agent otherwise consents (each such consent not to be unreasonably withheld, conditioned or delayed).

(ii)Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Loan Agreement with respect to the Loan or the Revolving Commitment assigned, except that this paragraph (b)(ii) of this Section 9.8 shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis.

(iii)Required Consents.  No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section 9.8. and, in addition:

(A)   the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Revolving Commitment in respect of such Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(B)   the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment if there is a Letter of Credit outstanding; and

(C)   the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall

object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof.

(iv)Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $10,000.00, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

(v)No Assignment to a Borrower or Guarantor.  No such assignment shall be made to any Borrower or Guarantor or to any Borrower's or Guarantor's Affiliates or Subsidiaries.

(vi)No Assignment to Natural Persons.  No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (b) of this Section 9.8, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Loan Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Loan Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Loan Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto).  Any assignment or transfer by a Lender of rights or obligations under this Loan Agreement that does not comply with this paragraph (b) shall be treated for purposes of this Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(c)Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell Participation Interests to any Person (other than a natural person or any Borrower or Guarantor or any Borrower's or Guarantor's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Loan Agreement (including all or a portion of its Revolving Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Loan Agreement shall remain uncha nged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent and the Lenders and Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Loan Agreement.

Any agreement or instrument pursuant to which a Lender sells such a Participation Interest shall provide that such Lender shall retain the sole right to enforce this Loan Agreement and to approve any amendment, modification or waiver of any provision of this Loan Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant.

(d)Limitations Upon Participant Rights.  A Participant shall not be entitled to receive any greater payment hereunder than the applicable Lender would have been entitled to receive

with respect to the Participation Interest sold to such Participant, unless the sale of the Participation Interest to such Participant is made with the Borrower's prior written consent.

(e)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Loan Agreement to secure obligations of such Lender to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)Additional Notes.  Upon any sale, if any new or additional Lender requests, a new Note evidencing the indebtedness owed by Borrower to that new or additional Lender, Borrower shall execute and deliver a Note to such Lender, which Note shall be in substantially the same form as the then existing Notes and there shall be no charge to Borrower for Lender's attorney's fees or other costs in connection with the Note preparation.

9.9Adjustments.

(a)Each Lender agrees that if any Lender (a "Benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as sha ll be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.  The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment with respect to such portion as fully as if such Lender were the direct holder of such portion.

(b)[Intentionally deleted.]

(c)In addition to the foregoing, Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loan made and applied in accordance with the terms hereof), through the exercise of any banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under Title 11 of the United States Code entitled “Bank­ruptcy” (as now and hereafter in effect, or any successor statute), receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in res pect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a

participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest.  Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation s o purchased may exercise any and all rights of banker’s lien, consolidation, or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.  The provisions of this Section 9.2(c) not be construed to apply to (a) any payment made by Borrower pursuant to and in accordance with the express terms of this Loan Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loan or other obligations owed to it.

9.10Reports.  Administrative Agent shall deliver to each Lender, at such intervals as are mutually agreeable (but in any event not less frequently than two (2) Business Days after the date the Borrower makes a payment to Administrative Agent) a notice reflecting the then status of Borrower's account with each Lender, any advances made by Administrative Agent to Borrower, and any repayments.

SECTION 10:DEFAULT BY ADMINISTRATIVE AGENT OR LENDERS

10.1Defaulting Lender.

(a)           If a Defaulting Lender (i) fails to fund its Proportionate Share of any Loan advance or of any letter of credit drawing on or before the time required under this Loan Agreement and such failure continues for one (1) Business Day after the Administrative Agent has given such Defaulting Lender notice thereof, or (ii) fails to pay the Administrative Agent such Defaulting Lender’s Proportionate Share of any out-of-pocket costs, expenses or disbursements incurred or made by Administrative Agent pursuant to the terms of this Loan Agreement within twenty (20) days after demand, then the other parties (the “Non-Defaulting Parties”) shall have the following rights in addition to the rights and remedies that may be available to them at law or i n equity.  The aggregate amount that any Defaulting Lender fails to pay or fund is referred to as the “Defaulted Amount.”

(b)           The Defaulting Lender’s right to participate in the administration of the Loan, including without limitation, any right to vote upon, consent to or direct any action of the Administrative Agent shall be suspended during the pendency of such failure or refusal to fund (the “Default Period”), and such rights shall not be reinstated unless and until such default is cured (and all decisions, that are subject to receiving a vote of the Required Lenders shall be approved if voted in favor of by the required percentage of the Non-Defaulting Parties, i.e., the applicable percentage of the aggregate Proportionate Shares entitled to vote); provided, however, that if the Administrative Agent is a De faulting Lender, the Administrative Agent shall continue to have all rights provided for in this Loan Agreement with respect to the administration of the Loan.

(c)           Any or all of the Non-Defaulting Parties shall be entitled (but shall not be obligated) to fund the Defaulted Amount.  Such Non-Defaulting Parties are referred to as the “Funding Non-Defaulting Parties.”  The Defaulting Lender shall pay interest to the Funding Non-Defaulting Parties at a rate equal one percent (1%) per annum above Note Rate (hereinafter defined) (the "Default Rate") for the period from the date on which the Funding Non-Defaulting Parties have advanced the Defaulted Amount until the date on which the Defaulting Lender repays the Defaulted Amount.  The Funding Non-Defaulting Parties shall be entitled to collect such interest from amounts otherwise payable to the Defaulting Lender after crediting all intere st actually paid by the Borrower on the Defaulted Amount from time to time.

(d)           The Defaulting Lender’s Proportionate Share shall be subordinated to any Defaulted Amount funded by such Funding Non-Defaulting Parties, plus interest thereon, without necessity for executing any further documents.  To achieve such subordination, the Administrative Agent shall apply all payments received from the Borrower, any Guarantor or from execution on the Collateral or any other source in the following manner to the extent of the available funds:

(i)           to each of the Non-Defaulting Parties and Funding Non-Defaulting Parties:  interest at the applicable interest rate or rates under the Notes (the “Note Rate”) due in respect of the principal amount outstanding to each Non-Defaulting Lender and Funding Non-Defaulting Lender, including interest at the Note Rate on the Defaulted Amount advanced by such Funding Non-Defaulting Parties;

(ii)           to each of the Funding Non-Defaulting Parties:  interest at the Default Rate on the Defaulted Amount advanced by such Funding Non-Defaulting Lender, which the Administrative Agent shall set off from the interest due to the Defaulting Lender on its subordinated Proportionate Share;

(iii)           to the Defaulting Lender:  interest at the Note Rate due in respect of the Defaulting Lender’s amount outstanding after deduction of the interest payable in the preceding clause (ii);

(iv)           to each of the Non-Defaulting Parties:  principal to the extent of such Non-Defaulting Lender’s adjusted Proportionate Share in the principal payment;

(v)           to each of the Funding Non-Defaulting Parties: principal to the extent of such Funding Non-Defaulting Lender’s Proportionate Share of the funded Defaulted Amount until the remaining Defaulted Amount has been repaid in full;

(vi)           to the Defaulting Lender: principal to the extent of the Defaulting Lender’s Proportionate Share.

(e)           Upon advance of the full Defaulted Amount, with interest to the Funding Non-Defaulting Parties at the Default Rate and any out-of-pocket costs or expenses incurred by the Administrative Agent or Funding Non-Defaulting Parties as a result of the Defaulting Lender’s default, the Defaulting Lender’s Proportionate Share shall no longer be subordinated hereunder.  Notwithstanding the foregoing, if an Event of Default exists during a Default Period, no Defaulting Lender will receive any interest or principal payment on its Proportionate Share

during such coexisting Event of Default and Default Period until the Non-Defaulting Parties have been repaid in full.

(f)           Nothing herein contained shall be deemed or construed to waive, diminish or limit, or prevent or estop any party from exercising or enforcing, any rights or remedies that may be available at law or in equity as a result of or in connection with any default under this Loan Agreement by a party.  In addition, no party shall be deemed to be a Defaulting Lender if such party refuses to fund its Proportionate Share of any advance that other parties may, in their sole discretion, elect to make after any bankruptcy-related Event of Default under this Loan Agreement.

(g)           Notwithstanding anything in the above section to the contrary, at no time may a Defaulting Lender’s commitment be increased or extended without Defaulting Lender’s consent.

10.2Purchase Upon Defaulting Lender’s Failure to Fund.  If the Default Period continues for more than ninety (90) days, any time thereafter during the continuation of the Default Period, the Non-Defaulting Parties have a further right to purchase the Defaulting Lender’s entire Proportionate Share in the Loan, and the Loan Documents (the “Purchased Interest”).  The Non-Defaulting Parties may exercise such purchase option by giving written notice (the “Purchase Notice”) to the Administrative Agent within fifteen (15) Business Days of receiving a copy of the Administrative Agent’s Notice.  Within three (3) Business Days of receipt of the Purchase Notice, the Administrative Agent shall notify the Defaulting Lender of the exercise of the purchase option by the Non-Defaulting Parties in writing and the purchase shall then take place in accordance with Sections 10.3 and 10.4 hereof.  Each of the Non-Defaulting Parties that exercised the right to purchase shall participate in the purchase of the Defaulting Lender’s interest in the same proportion as such Non-Defaulting Lender’s respective Proportionate Share bears to the respective Proportionate Shares of the other Non-Defaulting Parties.

10.3Purchase Price Payable by the Non-Defaulting Parties.  The purchase price to be paid by the Non-Defaulting Parties collectively to the Defaulting Lender for the Purchased Interest shall be an amount equal to: (i) the principal amount of the Defaulting Lender’s amount outstanding, together with any accrued but unpaid interest from the Borrower thereon; plus (ii) any amounts that are payable by the Administrative Agent to the Defaulting Lender pursuant to this Loan Agreement; minus (iii) the Defaulting Lender’s Proporti onate Share in all costs, expenses and other amounts (less any portion thereof that was previously paid by the Defaulting Lender to the Administrative Agent) paid by the Administrative Agent which, pursuant to the provisions of the Loan Documents, are payable, but not yet paid, by the Borrower, and any other amounts that are payable by the Defaulting Lender to the Administrative Agent pursuant to this Loan Agreement.  If the Administrative Agent subsequently collects from the Borrower such costs, expenses and other amounts, the Administrative Agent will pay to the Defaulting Lender its Proportionate Share (calculated as of the day prior to completion of the sale contemplated under Section 10.2 hereof) in such collections.  An example of amounts within the meaning of clause (iii) above would be amounts paid by the Administrative Agent for attorneys’ fees in amending or enforcing the Loan Documents, which amounts the Borrower had agreed to pay in the Loan Documents, but did not pay an d for which the Defaulting Lender had not paid its

Proportionate Share to the Administrative Agent.  The Administrative Agent shall use good faith efforts to collect from the Borrower the costs, expenses and other amounts described in clause (iii) above (including the costs, expenses and other amounts that did not reduce the purchase price but for which the Defaulting Lender paid its Proportionate Share to the Administrative Agent).

10.4Consummation of Purchase.  The purchase of the Purchased Interest shall occur on a date selected by the Non-Defaulting Parties, which date shall be not later than ten (10) Business Days after written notice by the Administrative Agent to the Defaulting Lender of the exercise of the option to purchase by the Non-Defaulting Parties.  The purchase price paid by the Non-Defaulting Parties to the Defaulting Lender pursuant to the preceding provisions of this Section 10 shall be paid on such date in immediately available funds, and concurre ntly therewith the Defaulting Lender shall execute and deliver to the Non-Defaulting Parties documents reasonably satisfactory to the Non-Defaulting Parties, assigning to the Non-Defaulting Parties the Defaulting Lender’s Purchased Interest, without covenant or warranty, express or implied, except that the Defaulting Lender shall warrant its ownership of the Purchased Interest, the amount of indebtedness outstanding thereunder, and its authority and capacity to execute and deliver such documents.  Also concurrently therewith, the Non-Defaulting Parties shall execute and deliver to the Defaulting Lender documents reasonably satisfactory to the Defaulting Lender, assuming the Purchased Interest and releasing and holding harmless the Defaulting Lender from all liability, damages, costs and expenses with respect to the making of the Loan arising in connection with events or circumstances occurring after the date of such purchase and sale.  To the extent a Non-Defaulting Lender acquires all or any portion of a Purchased Interest, such Non-Defaulting Lender’s Proportionate Share shall thereafter be increased to include such portion of such Purchased Interest so acquired.  Nothing contained in this Section 10.4 shall preclude the Non-Defaulting Parties from exercising any or all rights and remedies that such Non-Defaulting Parties may have, as set forth herein or otherwise, with respect to or against any Defaulting Lender.

SECTION 11:LETTERS OF CREDIT

11.1Letter of Credit Participation.

(a)           The Administrative Agent irrevocably agrees to grant and hereby grants to each Lender, and, to induce the Administrative Agent to issue letters of credit under this Loan Agreement, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Administrative Agent, on the terms and conditions hereinafter stated, for such Lender’s own account and risk an undivided interest equal to such Lender’s Proportionate Share of the letter of credit sublimit described in this Loan Agreement in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder.  Administrative Agent shall promptly af ter such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lenderconfirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding.  Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Loan Agreement or the

reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall pay to the Administrative Agent upon demand an amount equal to such Lender’s Proportionate Share of the amount of such draft, or any part thereof, that is not so reimbursed; provided that no Lender shall be required to pay more than such Lender’s Proportionate Share in the letter of credit sublimit or, in any event, more than such Lender’s available commitment amount.  The obligation of each Lender to pay such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Default.

(b)           With respect to payment to the Administrative Agent of the unreimbursed amounts described in this Section 11.1(b) when a Lender receives demand from the Administrative Agent on any Business Day, such payment shall be due no later than 2:00 p.m. (Chattanooga time) on the following Business Day.  If any such amount is paid to the Administrative Agent after the date such payment is due, such Lender shall pay to the Administrative Agent on demand, in addition to such amount, interest on such past due payment at the Federal Funds Effective Rate (hereinafter defined) from the date such payment is due to the date on which such payment is immediately available to the Administrative Agent.  A certificate of the Administrative Agent with respect to any amounts owing under this Section 11.1(b) shall be conclusive in the absence of manifest error.  "Federal Funds Effective Rate" means, for any day, an interest rate per annum 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 for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations at approximately 10:00 a.m. (New York time) on such day on such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

(c)           Whenever, at any time after the Administrative Agent has made payment under any letter of credit and has received from any Lender its Proportionate Share of such payment in accordance with this Section 11.1(c), the Administrative Agent receives any payment related to such letter of credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, the Administrative Agent will distribute to such Lender its Proportionate Share thereof not later than two (2) Business Days after the Administrative Agent’s receipt thereof; provided that in the event that any such payment received by the Administrative Agent shall be required to be returned by the Administrative Agent , such Lender shall return to the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

SECTION 12:AGENCY PROVISIONS

12.1Appointment and Authority.  Each of the Lenders and the Issuing Lender hereby irrevocably appoints First Tennessee Bank National Association to act on its behalf as the Administrative Agent hereunder and under the other Loan

Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Loan Agreement or the Loan Documents, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Section 12 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary to any of such provisions.

12.2Nature of Duties.  None of the Lenders, or the Administrative Agent or other Persons so identified shall have or be deemed to have any fiduciary relationship with any other Lender.  Each Lender acknowledges that it has not relied, and will not rely, on the Administrative Agent or any of the Lenders or other Persons so identified in deciding to enter into this Loan Agreement or in taking or not taking action hereunder.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Section 12 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Loan provided for herein as well as activities as Administrative Agent.

12.3Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(i)   shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;

(ii)   shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(iii)   shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or Guarantor or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary); or (ii) in the absence of its own gross negligence or willful misconduct or bad faith.

(c)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Loan Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Loan Agreement, any other Loan Document or any other agreement, instrument or document, or (v)& #160;the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

12.4Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and beli eved by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

12.5Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default hereunder unless the Administrative Agent has received written notice from a Lender or the Borrower or Guarantor referring to this Loan Agreement, describing such Event of Default and stating that such notice is a "notice of default."  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders.  The Administrativ e Agent shall take such action with respect to such Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Loan Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the Lenders, as the case may be.

12.6Non-Reliance on Administrative Agent and Other Lenders.  Each Lender and the Issuing Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower or Guarantor, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender.  Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Loan Agreement.  Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Loan Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

12.7Indemnification.  The Lenders agree to indemnify the Administrative Agent and the Issuing Lender, in its capacity hereunder, and their Affiliates and their respective officers, directors, agents and employees (to the extent not reimbursed by the Borrower or Guarantor and without limiting the obligation of the Borrower or Guarantor to do so), ratably according to their respective Revolving Commitment Percentages in effect on the date on which indemnification is sought under this Section 12, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by or asserted against any such indemnitee in any way relating to or arising out of any Loan Document or any documents contemplated by or referred to herein or therein or the Transactions or any action taken or omitted by any such indemnitee under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from such indemnitee's gross negligence or willful misconduct or bad faith, as determined by a court of competent jurisdiction. 0; The agreements in this Section 12 shall survive the termination of this Loan Agreement and payment of the Notes and all other amounts payable hereunder.

12.8Administrative Agent in Its Individual Capacity.  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, le nd money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or Guarantor or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

12.9Successor Administrative Agent.  The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with

the Borrower, to appoint a successor, or an Affiliate of any such bank.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that i n the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph 12.9.  Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharg ed therefrom as provided above in this paragraph 12.9).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring Administrative Agent's resignation hereunder and under the other Loan Documents, the provisions of this Section and Section 13.13 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by First Tennessee Bank National Association, as Administrative Agent, pursuant to this Section 12 shall also constitute its resignation as Issuing Lender.  Upon the acceptance of a successor's appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender; (b) the retiring Issuing Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents; and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Len der with respect to such Letters of Credit.

12.10Collateral and Guaranty Matters.

(a)The Lenders irrevocably authorize and direct the Administrative Agent:

(i)   to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Revolving Commitments and payment in full of all Borrower or Guarantor Revolving Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or

the cash collateralization thereof) or (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted hereunder;

(ii)   to release the Guarantor from its obligations under the Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder.

(b)In connection with a termination or release pursuant to this Section 12, the Administrative Agent shall promptly execute and deliver to the Borrower or Guarantor, at the Borrower's expense, all documents that the Borrower or Guarantor shall reasonably request to evidence such termination or release.  Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of Collateral, or to release the Guarantor from its obligations under the Guaranty pursuant to this Section 12.

SECTION 13:MISCELLANEOUS

13.1Amendments.  Subject the provisions of Section 9.1 hereof, 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.

13.2Notices.  All notices and other communications (including (i) solicitations of the consent of the Lenders or Required Lenders, as applicable, (ii) indications of satisfaction and/or acceptability by the Lenders or the Required Lenders, as applicable, and (iii) notices to and directions from the Required Lenders) provided for hereunder shall be in writing and shall be mailed, certified mail, return receipt requested, or delivered, if to Borrower, 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 Administrative Agent, to it at 701 Market Street, Chattanooga, Tennessee 37402, Attention: Gregory L. Cullum, and to Construction Loan Management, 1214 Murfreesboro Road, Suite 200, Franklin, Tennessee 37064, and to the Lenders, to them at their addresses set forth in Schedule 2.1, 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 13.2.  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, Administrative Agent shall not be required to send a copy of any notice or communication to Charles Willett, Jr. but Administrative Agent will u se good faith efforts to copy Charles Willett, Jr. on any such notices or communications via regular mail, fax or email.  Upon receipt from Borrower or any Lender of any change to its respective notice address, Administrative Agent may, notwithstanding anything to the contrary in this Loan Agreement, make that change without the consent of the Lenders, but shall notify the Borrower and Lenders of such change.

13.3No Waiver, Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of Administrative Agent or any Lender, 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.

13.4Indemnification.  Borrower agrees to indemnify Administrative Agent and each of the Lenders and each of their respective affiliates, officers, directors, partners, and employees (each, an “indemnified person”) 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 and the transactions contemplated hereby (including, without limitation, enforcement of this Loan Agreement), except claims, losses or liabilities resulting solely and directly from such indemnified person’ ;s gross negligence or willful misconduct or bad faith.  The indemnification provided for in this Section shall survive the payment in full of the Loan.  Borrower agrees to indemnify Administrative Agent and Lenders and to hold Administrative Agent and Lenders harmless from any loss or expense that such Administrative Agent or Lenders may sustain or incur as a consequence of a default by Borrower in making any prepayment of or conversion from an advance bearing interest at the LIBOR Rate after Borrower has given a notice thereof in accordance with the provisions of this Loan Agreement.  To the extent permitted by applicable law, neither Parent nor Borrower shall assert, and each of Parent and Borrower hereby waives, any claim against each Lender, Administrative Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) ( whether or not the claim therefore is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Loan Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Credit Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Parent and Borrower hereby waives, releases and agrees not to sue upon any such claims or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

13.5Survival of Agreements.  All agreements, representations and warranties made herein shall survive the delivery of the Notes.  This Loan Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, except that Borrower shall not have the right to assign its rights hereunder or any interest therein.

13.6Governing Law.  This Loan Agreement shall be governed and construed in accordance with the laws of the State of Tennessee; except (a) that the provisions hereof which relate to the payment of interest shall be governed by (i) the laws of the United States or, (ii) the laws of the State of Tennessee, whichever permits Lenders to charge the higher rate, as more particularly set out in the Notes, and (b) to the extent that the Liens in favor of Administrative Agent, the perfection thereof, and the rights and remedies of Administrative Agent with respect thereto, shall, under mandatory provisions of law , be governed by the laws of a state other than Tennessee.

13.7Execution in Counterparts.  This Loan Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

13.8Terminology; Section Headings.  All personal pronouns used in this Loan Agreement whether used in the masculine, feminine, or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa.  Section headings are for convenience only and neither limit nor amplify the provisions of this Loan Agreement.

13.9Enforceability of Agreement.  Should any one or more of the provisions of this Loan Agreement be determined to be illegal or unenforceable, all other provisions, nevertheless, shall remain effective and binding on the parties hereto.

13.10Interest 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 Lenders and Borrower to comply strictly with applicable usury laws; and, accordingly, in no event and upon no contingency shall Lenders 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 Lenders 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 amou nt of the indebtedness evidenced thereby, and all lawful interest thereon, is paid in full, any remaining excess shall forthwith be paid to Borrower 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 Lenders may lawfully charge under applicable law from time to time in effect, Borrower and Lenders 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 Lenders and Borrower, that operates to bind, obligate, or compel 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 Lenders and Borrower that is in conflict wi th 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 Borrower be liable for the payment of interest in excess of the maximum rate permitted by such applicable law, from time to time in effect.

13.11Non-Control.  In no event shall Administrative Agent's or any Lender's rights hereunder be deemed to indicate that any of them are in control of the business, management or properties of Borrower and/or any Related Entity or have power over the daily management functions and operating decisions made by Borrower and/or any Related Entity.

13.12Loan Review; Extensions of Termination Date; Continuing Security.

(a)At least ninety (90) days prior to June 1, 2011, Borrower shall notify Administrative Agent in writing whether it desires to extend the existing Termination Date of Revolving Credit Loan for an additional twelve (12) months beyond the existing Termination Date of Revolving Credit Loan.

(b)The specific Termination Date of Revolving Credit Loan mentioned in Article One may be extended for an additional period of one (1) year.  On or before June 1, 2011, if the Loan remains unpaid, Lenders shall review the performance of the Loan.  If Lenders deem performance of the Loan acceptable, they will renew the Loan for one (1) year from the then existing Termination Date of Revolving Credit Loan.  If Lenders renew the Loan at anytime or from time to time prior to June 1, 2011, Lenders and Borrower agree the Loan shall be renewed with covenants as contained in Sections 7 of this Loan Agreement and such other covenants, terms and conditions as may be mutually agreed upon by Borr ower and Lenders.  If Lenders deem performance of the Loan not acceptable, Lenders shall not be obligated to extend the Termination Date of Revolving Credit Loan.  Assessment of performance and the decision whether to extend the Termination Date of Revolving Credit Loan (from June 1, 2012 to June 1, 2013) shall be solely within each Lender's discretion.  Lenders will not deem the performance of the Loan acceptable unless and until Borrower provides to Lenders, 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 Lenders and must contain no exceptions unacceptable to Lenders.  Administrative Agent shall notify Borrower of the results of the Lenders' review of the Loan no later than eleven (11) months prior to the then effective Termination Date of the Revolving Credit Loan.  If all Lenders elect not to renew the Loan, Lenders shall not perform or cause to be performed, except at Lenders' 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 of Revolving Credit Loan, whichever first occurs, and (b) the date the Note is to be repaid as provided therein.  In the event the Termination Date of Revolving Credit Loan is not extended, Borrower may elect either to: (i) continue to use the Loan evidenced by the Note subject to the terms and provisions of this Loan Agreement in which event the principal balance due, together with all accrued interest, shall be payable in full at the Termination Date of Revolving Credit Loan existing at the time Lenders elect not to extend the then existing Termination Date of Revolving Credit Loan; or (ii) cap the Loan at its then existing outstanding principal balance and continue to pay interest only monthly for a six (6) month period, such interest payments being due and payable on the fifth (5th) day of each month thereafter, then at the conclusion of the six (6) month period amortize the then outstanding principal balance of the loan over an eighteen (18) month period with the principal

being due in equal quarterly installments on the fifth (5th) day of each quarter thereafter with accrued interest being payable monthly on the fifth (5th) day of the month, with all principal and accrued interest being due and payable in full at the end of the eighteen (18) month period.  Anything contained in the foregoing to the contrary notwithstanding: (a) upon any such extension, Borrower agrees to pay to Lenders agreeing to extend (in addition to the commitment fees it has previously paid under this Loan Agreement) an extension fee of Two Hundred Sixty-Two Thousand Five Hundred and NO/100 Dollars ($262,500.00); and (b) notwithstanding anything to the contrary contained herein, no Lender shall be required to extend the maturity of a Loan.

(c)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 of Revolving Credit Loan (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 Lenders 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 Administrative Agent pursuant to the CBL Mortgage, nor the duties, covenants, and obligations of 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.

13.13Fees and Expenses.  Borrower agrees to pay, or reimburse Lenders 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 Lenders, incurred by Lenders in connection with the development, preparation, execution, amendment, recording, (excluding the salary and expenses of Lenders' employees and Lenders' 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.

13.14Time of Essence.  Time is of the essence of this Loan Agreement, the Notes, and the other instruments and documents executed and delivered in connection herewith.

13.15Compromises, Releases, Etc.  Guarantor agrees Administrative Agent is hereby authorized from time to time, without notice to Guarantor, 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 Administrative Agent 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.  Guarantor agrees Administrative Agent 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 Notes and then to principal due under

the Notes.  Administrative Agent shall be under no obligation, at any time, to first resort to, make demand on, file a claim against, or exhaust its remedies against Borrower 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, Guarantor agrees Administrative Agent may at any time make demand for payment on, or bring suit against, Borrower 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.

13.16Joinder of Parent.  Parent joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof and agreeing to those which specifically apply to the Parent.

13.17Administrative Agent's or Lenders' Consent.  Except as otherwise expressly provided herein, in any instance hereunder where Administrative Agent's or Lenders' 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 Administrative Agent or Lenders, as applicable, and Administrative Agent and/or Lenders shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment provided that Administrati ve Agent and Lenders shall proceed at all times in good faith and in a commercially reasonable manner.

13.18Venue of Actions.  As an integral part of the consideration for the making of the loan, it is expressly understood and agreed that no suit or action shall be commenced by Borrower, 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 Sta te in which the principal place of business of Administrative Agent is situated, or in the United States District Court for the District in which the principal place of business of Administrative Agent is situated, and not elsewhere.  Nothing in this paragraph contained shall prohibit Administrative Agent 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.

13.19Waiver of Right to Trial By Jury.  EACH PARTY TO THIS LOAN AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHE R 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.

13.20Conflict.  In the event of any conflict between the provisions hereof and any other Loan Document during the continuance of this Loan Agreement the provisions of this Loan Agreement shall control.

13.21Purchase of Lenders' Proportionate Share of Loan.  Administrative Agent reserves the right, at any time after one (1) year from the date hereof, and upon twenty (20) days' prior written notice to any Lender, to purchase any Lender's Proportionate Share of the Loan, for a purchase price equal to the then outstanding principal balance thereof, plus all accrued interest thereon to the date of purchase, plus all reasonable unreimbursed expenses which have been actually incurred by such Lender to the date of purchase and approved in advance by the Administrative Agent, less the amount of Lender's Propor tionate Share of outstanding unpaid Extraordinary Expenses (subject to the provisions of Section 9 above) which have been incurred or accrued to the date of purchase; provided however, when and if Administrative Agent receives reimbursement from the Borrower for any of the Extraordinary Expenses paid by a Lender, each Lender's Proportionate Share of those reimbursed expenses shall be promptly refunded to each Lender even if such reimbursement occurs after purchase.  Upon any such purchase, neither party shall thereafter have any liability or obligation to the other arising out of Loans to the Borrower made subsequent to the date of purchase.

13.22USA Patriot Act Notice and Compliance.  The USA Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an "account" with such financial institution.  Consequently, Administrative Agent may from time to time request, and Borrower shall provide to Administrative Agent, Borrower's, Parent's, each guarantor's and each other Loan Party's name, address, tax identification number and/or such other identification infor mation as shall be necessary for Administrative Agent 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.

13.23Non-Recourse.  NOTWITHSTANDING ANYTHING CONTAINED IN THIS LOAN AGREEMENT TO THE CONTRARY, LENDERS EXPRESSLY AGREE 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 BORROWER, SHALL BE NON-RECOURSE AS TO SUCH GENERAL PARTNER.

13.24No Fiduciary Duty.  The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent, Borrower and their respective Subsidiaries (collectively, solely for purposes of this paragraph, the “Credit Parties”), their stockholders and/or their affiliates.  Each Credit Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between

any Lender, on the one hand, and such Credit Party, its stockholders or its affiliate, on the other.  The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s length commercial transactions between the Lender, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect thereto) or the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Cre dit Party except the obligations expressly set forth in the Loan Documents and (v) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other person.  Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.  Each Credit Party agrees that it will not claim that any lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

13.25Clarification regarding Communications.  Notwithstanding anything contained in this Loan Agreement to the contrary all communications and information required from Borrower under this Loan Agreement shall be made to Administrative Agent only and Administrative Agent shall forward those communications and information to the Lenders, and all communications from Administrative Agent and/or any Lender intended for Borrower and related to the Loan shall be made by the Lender to Administrative Agent and Administrative Agent shall forward same to Bor rower.

 (Signatures on Next Page)

IN WITNESS WHEREOF, Borrower, Administrative Agent, Lenders, and CBL Holdings, and Parent (pursuant to Section 13.16 hereof) 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.                                                             

Name:  Charles W. A. Willett, Jr.

Title:  Senior Vice President-Real Estate Finance

  BORROWER

CBL & ASSOCIATES PROPERTIES, INC.

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

 Name:  Charles W. A. Willett, Jr.

Title:  Senior Vice President-Real Estate Finance

  PARENT

FIRST TENNESSEE BANK

NATIONAL ASSOCIATION

By:   /s/ Gregory L. Cullum                                                                        

      Gregory L. Cullum, Senior Vice President

     0; ADMINISTRATIVE AGENT

S-1

COMPASS BANK

By:   /s/ Keely McGee                                                                       

      Keely McGee, Senior Vice President

BRANCH BANKING AND TRUST COMPANY

By:    /s/ Robert M. Searson                                                                      

         Robert M. Searson

Title: Senior Vice President

MANUFACTURERS AND TRADERS TRUST COMPANY

By:    /s/ Steven P. Deck                                                                       

       Steven P. Deck, Vice President

GOLDMAN SACHS BANK USA

By:      /s/ Mark Walton                                                                     

Name: Mark Walton

Title:  Authorized Signatory

S-2

EXHIBIT "A"

Real property known as:

(a)Walnut Square Mall, Dalton, Georgia

(b)The Lakes Mall, Fruitport, Michigan

(c)College Square, Morristown, Tennessee

(d)Dick's Sporting Goods at Citadel Mall, Charleston, S.C.

(e)Cinemark, Olive Garden out parcel, Kool Smiles Dental (NCDR, LLC) has a lease for 9,175 SF, International Bank of Commerce leases 1,500 SF; LOI from Chuck E Cheese for the 18,650 SF of the former Circuit City Space at Mall Del Norte, Laredo, Texas

(f)The Shoppes at Hamilton Place, Chattanooga, Tennessee

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

A-1

EXHIBIT "B"

PERMITTED ENCUMBRANCES

1. As described in the Mortgages.

B-1

EXHIBIT "C"

NOTE

C-1

EXHIBIT "D"

CHECKLIST FOR CLOSING

D-1

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 ________________, 2010, between Borrower and First Tennessee Bank National Association ("Administrative Agent") and the Lenders named therein] certifies to said Administrative Agent, 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 Administrative Agent in writing.

2.As of the date hereof, Borrower has no 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 copies of all calculations related to the financial covenants are attached), 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__.

E-1

(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:      

Name:  Charles W. A. Willett, Jr.

Title:  Senior Vice President-Real Estate Finance

E-2

EXHIBIT "F"

LITIGATION

Disclosure Pursuant to Paragraph 5.5

See Exhibit "F-1" attached for description of

all litigation which could have a material adverse effect on Borrower.

ENVIRONMENTAL MATTERS

Disclosure pursuant to Paragraph 5.11

None.

F-1

SCHEDULE 2.1

LENDERS' COMMITTED PERCENTAGES AND DOLLAR AMOUNTS

OF REVOLVING CREDIT LOANS AND LETTERS OF CREDIT

	Proportionate Share	Dollar Amount
FIRST TENNESSEE BANK NATIONAL ASSOCIATION	26.1904761905%	$27,500,000
BRANCH BANKING AND TRUST COMPANY	14.2857142857%	$15,000,000
COMPASS BANK	14.2857142857%	$15,000,000
MANUFACTURERS AND TRADERS TRUST COMPANY	23.8095238095%	$25,000,000
GOLDMAN SACHS BANK USA	21.4285714286%	$22,500,000
Total	99.99998%	$105,000,000

ADDRESSES FOR NOTICES:

COMPASS BANK

15 South 20th Street, Suite 1500

Birmingham, AL 35233

Facsimile:  (205) 297-7994

Attention: Keely W. McGee

BRANCH BANKING AND TRUST COMPANY 200 West Second Street, 16th Floor

Winston-Salem, NC  27101

(Mail code 001-16-16-20)

Facsimile:  (336) 733-2740 for all matters

Attention: Robert M. Searson

MANUFACTURERS AND TRADERS TRUST COMPANY

One M&T Plaza

Buffalo, NY  14240

Facsimile:  (716) 848-7881 for draws

Facsimile:  (717) 852-2048 for other matters

Attention:  Steven P. Deck

With a copy to: MANUFACTURERS AND TRADERS TRUST COMPANY

One M&T Plaza

Buffalo, NY  14240

Attention: Office of General Counsel

Schedule 2.1 – 1

With a copy to: GOLDMAN SACHS BANK USA

200 West Street

New York, NY  10282

Telephone: (212) 902-1040

Facsimile:  (917) 977-3966

Attention: Lauren Day

TO ADMINISTRATIVE AGENT: FIRST TENNESSEE BANK NATIONAL    ASSOCIATION

701 Market Street

Chattanooga, TN  37402

Facsimile:  (423) 757-4040

Attention:  Construction Lending Division

With a copy to: BAKER, DONELSON, BEARMAN,

   CALDWELL & BERKOWITZ, PC

1800 Republic Centre

633 Chestnut Street

Chattanooga, TN  37450-1800

Attention: Susan Elliott Rich, Esq.

Schedule 2.1 – 2

SCHEDULE 9.8

FORM OF ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION

BY ADMINISTRATIVE AGENT

Schedule 2.1 – 3

EX-12.1

Exhibit 12.1

CBL & Associates Properties, Inc.

Computation of Ratio of Earnings to Combined Fixed Charges

(in thousands, except ratios)

	Year Ended December 31,
	2010			2009			2008			2007			2006
Earnings:
Income (loss) before discontinued operations, equity        in earnings and noncontrolling interests	$	91,571		$	(13,649	)	$	67,719		$	145,477		$	179,589
Fixed charges less capitalized interest        and preferred dividends		290,646			292,826			311,710			286,455			256,824
Distributed income of equity investees		4,959			12,665			15,661			9,450			12,285
Equity in losses of equity investees for which        charges arise from guarantees		(1,646	)		-			-			-			-
Noncontrolling interest in earnings of subsidiaries that        have not incurred fixed charges		(4,203	)		(4,901	)		(3,886	)		(5,278	)		(4,205	)
Total earnings	$	381,327		$	286,941		$	391,204		$	436,104		$	444,493
Combined fixed charges (1):
Interest expense (2)	$	290,646		$	292,826		$	311,710		$	286,455		$	256,824
Capitalized interest		3,577			6,807			19,218			19,410			15,992
Preferred dividends (3)		53,289			42,555			42,082			34,038			30,568
Total combined fixed charges	$	347,512		$	342,188		$	373,010		$	339,903		$	303,384
Ratio of earnings to combined fixed charges(4)		1.10			-			1.05			1.28			1.47
(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.
(4)Total earnings for the year ended December 31, 2009 were inadequate to cover combined fixed charges by $55,999.

EX-21

Exhibit 21

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
Acadiana Expansion Parcel, LLC	Louisiana
Acadiana Mall CMBS, LLC	Delaware
Acadiana Mall of Delaware, LLC	Delaware
Acadiana Outparcel, LLC	Delaware
Akron Mall Land, LLC	Delaware
Alamance Crossing, LLC	North Carolina
Alamance Crossing II, LLC	North Carolina
APWM, LLC	Georgia
Arbor Place GP, Inc.	Georgia
Arbor Place II, LLC	Delaware
Arbor Place Limited Partnership	Georgia
Asheville, LLC	North Carolina
Bonita Lakes Mall Limited Partnership	Mississippi
Brookfield Square Joint Venture	Ohio
Brookfield Square Parcel, LLC	Wisconsin
Burnsville Center SPE, LLC	Delaware
C.H. of Akron II, LLC	Delaware
Cadillac Associates Limited Partnership	Tennessee
Cary Venture Limited Partnership	Delaware
CBL & Associates Limited Partnership	Delaware
CBL & Associates Management, Inc.	Delaware
CBL Brazil-Macae Member, LLC	Delaware
CBL Brazil-Juiz de Fora Member, LLC	Delaware
CBL Brazil-Macapa Member, LLC	Delaware
CBL Brazil-Tenco SC Member, LLC	Delaware
CBL Brazil-Brasilia Member, LLC	Delaware
CBL Brazil-Manaus Member, LLC	Delaware
CBL Grandview Forum, LLC	Mississippi
CBL Holdings I, Inc.	Delaware
CBL Holdings II, Inc.	Delaware
CBL Jarnigan Road, LLC	Delaware
CBL Lee's Summit East, LLC	Missouri
CBL Lee's Summit General Partnership	Missouri
CBL Lee's Summit Peripheral, LLC	Missouri
CBL Morristown, LTD.	Tennessee
CBL Old Hickory Mall, Inc.	Tennessee
CBL RM-Waco, LLC	Texas
CBL SM-Brownsville, LLC	Texas
CBL Statesboro Member, LLC	Georgia
CBL SubREIT, Inc.	Maryland
CBL Terrace Limited Partnership	Tennessee
CBL Triangle Town Member, LLC	North Carolina
CBL Walden Park, LLC	Texas
CBL/34th Street St. Petersburg Limited Partnership	Florida
CBL/BFW Kiosks, LLC	Delaware

1

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
CBL/Brookfield I, LLC	Delaware
CBL/Brookfield II, LLC	Delaware
CBL/Cary I, LLC	Delaware
CBL/Cary II, LLC	Delaware
CBL/Cherryvale I, LLC	Delaware
CBL/Citadel I, LLC	Delaware
CBL/Citadel II, LLC	Delaware
CBL/Columbia I, LLC	Delaware
CBL/Columbia II, LLC	Delaware
CBL/Columbia Place, LLC	Delaware
CBL/Eastgate I, LLC	Delaware
CBL/Eastgate II, LLC	Delaware
CBL/Eastgate Mall, LLC	Delaware
CBL/Fayette I, LLC	Delaware
CBL/Fayette II, LLC	Delaware
CBL/Foothills Plaza Partnership	Tennessee
CBL/GP Cary, Inc.	North Carolina
CBL/GP I, Inc.	Tennessee
CBL/GP II, Inc.	Wyoming
CBL/GP III, Inc.	Mississippi
CBL/GP V, Inc.	Tennessee
CBL/GP VI, Inc.	Tennessee
CBL/GP, Inc.	Wyoming
CBL/Gulf Coast, LLC	Florida
CBL/High Pointe GP, LLC	Delaware
CBL/High Pointe, LLC	Delaware
CBL/Huntsville, LLC	Delaware
CBL/Imperial Valley GP, LLC	California
CBL/J I, LLC	Delaware
CBL/J II, LLC	Delaware
CBL/Jefferson I, LLC	Delaware
CBL/Jefferson II, LLC	Delaware
CBL/Kentucky Oaks, LLC	Delaware
CBL/Low Limited Partnership	Wyoming
CBL/Madison I, LLC	Delaware
CBL/Madison II, LLC	Delaware
CBL/Midland I, LLC	Delaware
CBL/Midland II, LLC	Delaware
CBL/Monroeville Expansion I, LLC	Pennsylvania
CBL/Monroeville Expansion II, LLC	Pennsylvania
CBL/Monroeville Expansion III, LLC	Pennsylvania
CBL/Monroeville Expansion Partner, L.P.	Pennsylvania
CBL/Monroeville Expansion, L.P.	Pennsylvania
CBL/Monroeville I, LLC	Delaware
CBL/Monroeville II, LLC	Pennsylvania
CBL/Monroeville III, LLC	Pennsylvania
CBL/Monroeville Partner, L.P.	Pennsylvania

2

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
CBL/Monroeville, L.P.	Pennsylvania
CBL/MS General Partnership	Delaware
CBL/MSC II, LLC	South Carolina
CBL/MSC, LLC	South Carolina
CBL/Nashua Limited Partnership	New Hampshire
CBL/Northwoods I, LLC	Delaware
CBL/Northwoods II, LLC	Delaware
CBL/Old Hickory I, LLC	Delaware
CBL/Old Hickory II, LLC	Delaware
CBL/Park Plaza GP, LLC	Arkansas
CBL/Park Plaza Mall, LLC	Delaware
CBL/Park Plaza, Limited Partnership	Arkansas
CBL/Parkdale Crossing GP, LLC	Delaware
CBL/Parkdale Crossing, L.P.	Texas
CBL/Parkdale Mall GP, LLC	Delaware
CBL/Parkdale, LLC	Texas
CBL/Plantation Plaza, L.P.	Virginia
CBL/Regency I, LLC	Delaware
CBL/Regency II, LLC	Delaware
CBL/Richland G.P., LLC	Texas
CBL/Stroud, Inc.	Pennsylvania
CBL/Sunrise Commons GP, LLC	Delaware
CBL/Sunrise Commons, L.P.	Texas
CBL/Sunrise GP, LLC	Delaware
CBL/Sunrise Land, LLC	Texas
CBL/Sunrise XS Land, L.P.	Texas
CBL/Tampa Keystone Limited Partnership	Florida
CBL/Towne Mall I, LLC	Delaware
CBL/Towne Mall II, LLC	Delaware
CBL/Wausau I, LLC	Delaware
CBL/Wausau II, LLC	Delaware
CBL/Wausau III, LLC	Delaware
CBL/Wausau IV, LLC	Delaware
CBL/Westmoreland Ground, LLC	Delaware
CBL/Westmoreland I, LLC	Delaware
CBL/Westmoreland II, LLC	Pennsylvania
CBL/Westmoreland, L.P.	Pennsylvania
CBL/York Town Center GP, LLC	Delaware
CBL/York Town Center, LLC	Delaware
CBL/York, Inc.	Pennsylvania
CBL-706 Building, LLC	North Carolina
CBL-708 Land, LLC	North Carolina
CBL-840 GC, LLC	Virginia
CBL-850 GC, LLC	Virginia
CBL-BA Building, LLC	North Carolina
CBL-Brassfield Shopping Center, LLC	North Carolina
CBL-Caldwell Court, LLC	North Carolina

3

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
CBL-D'Iberville Member, LLC	Mississippi
CBL-FC Building, LLC	North Carolina
CBL-Friendly Center, LLC	North Carolina
CBL-Garden Square, LLC	North Carolina
CBL-Hunt Village, LLC	North Carolina
CBL-LP Office Building, LLC	North Carolina
CBL-New Garden Crossing, LLC	North Carolina
CBL-Northwest Centre, LLC	North Carolina
CBL-Oak Hollow Square, LLC	North Carolina
CBL-Oak Park GL, LLC	Kansas
CBL-OB Business Center, LLC	North Carolina
CBL-Offices at Friendly, LLC	North Carolina
CBL-One Oyster Point, LLC	Virginia
CBL-PB Center I, LLC	Virginia
CBL-Shops at Friendly II, LLC	North Carolina
CBL-Shops at Friendly, LLC	North Carolina
CBL-ST Building, LLC	North Carolina
CBL-Sunday Drive, LLC	North Carolina
CBL-TRS Joint Venture II, LLC	Delaware
CBL-TRS Joint Venture, LLC	Delaware
CBL-TRS Member I, LLC	Delaware
CBL-TRS Member II, LLC	Delaware
CBL-Two Oyster Point, LLC	Virginia
CBL-Westridge Square, LLC	North Carolina
CBL-Westridge Suites, LLC	North Carolina
Chattanooga Insurance Company Ltd	Bermuda
Charleston Joint Venture	Ohio
Cherryvale Mall, LLC	Delaware
Chesterfield Mall LLC	Delaware
Chicopee Marketplace III, LLC	Massachusetts
CHM/Akron, LLC	Delaware
Citadel Mall CMBS, LLC	Delaware
Citadel Mall DSG, LLC	South Carolina
Coastal Grand, LLC	Delaware
Cobblestone Village at Palm Coast, LLC	Florida
College Station Partners, Ltd.	Texas
Columbia Joint Venture	Ohio
Columbia Place/Anchor, LLC	South Carolina
Coolsprings Crossing Limited Partnership	Tennessee
Courtyard at Hickory Hollow Limited Partnership	Delaware
Cross Creek Mall, LLC	North Carolina
CV at North Columbus, LLC	Georgia
CVPC-Lo, LLC	Florida
CVPC-Outparcels, LLC	Florida
CW Joint Venture LLC	Delaware
Deco Mall, LLC	Delaware
Development Options Centers, LLC	Delaware

4

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
Development Options, Inc.	Wyoming
Development Options/Cobblestone, LLC	Florida
DM-Cayman II, Inc.	Cayman Islands
DM-Cayman, Inc.	Cayman Islands
Eastgate Company	Ohio
Eastgate Crossing CMBS, LLC	Delaware
Eastland Holding I, LLC	Illinois
Eastland Holding II, LLC	Illinois
Eastland Mall, LLC	Delaware
Eastland Medical Building, LLC	Illinois
Eastland Member, LLC	Illinois
Eastridge, LLC	North Carolina
ERMC II, L.P.	Tennessee
ERMC III Property Management Company, LLC	Tennessee
ERMC IV, LP	Tennessee
ERMC Support Services, LLC	Tennessee
Fayette Development Property, LLC	Kentucky
Fayette Plaza CMBS, LLC	Delaware
Fayette Mall SPE, LLC	Delaware
FHP Expansion GP I, LLC	Tennessee
FHP Expansion GP II, LLC	Tennessee
Foothills Mall Associates, LP	Tennessee
Foothills Mall, Inc.	Tennessee
Frontier Mall Associates Limited Partnership	Wyoming
Galleria Associates, L.P., The	Tennessee
GCTC Peripheral III, LLC	Florida
GCTC Peripheral IV, LLC	Florida
GCTC Peripheral V, LLC	Florida
Georgia Square Associates, Ltd.	Georgia
Georgia Square Partnership	Georgia
Governor’s Square Company IB	Ohio
Governor's Square Company	Ohio
Greenbrier Mall II, LLC	Delaware
Greenbrier Mall, LLC	Delaware
Gulf Coast Town Center CMBS, LLC	Delaware
Gulf Coast Town Center Peripheral I, LLC	Florida
Gulf Coast Town Center Peripheral II, LLC	Florida
Gunbarrel Commons, LLC	Tennessee
Hamilton Corner CMBS General Partnership	Tennessee
Hamilton Corner GP I LLC	Delaware
Hamilton Corner GP II LLC	Delaware
Hamilton Insurance Company, LLC	Tennessee
Hamilton Place Mall General Partnership	Tennessee
Hamilton Place Mall/GP I, LLC	Delaware
Hamilton Place Mall/GP II, LLC	Delaware
Hammock Landing/West Melbourne, LLC	Florida
Hammock Landing Collecting Agent, LLC	Florida

5

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
Hanes Mall DSG, LLC	North Carolina
Harford Mall Business Trust	Maryland
Henderson Square Limited Partnership	North Carolina
Hickory Hollow Courtyard, Inc.	Delaware
Hickory Hollow Mall Limited Partnership	Delaware
Hickory Hollow Mall, Inc.	Delaware
Hickory Hollow/SB, LLC	Tennessee
Hickory Point-OP Outparcel, LLC	Illinois
Hickory Point Outparcels, LLC	Illinois
Hickory Point, LLC	Delaware
High Point Development Limited Partnership	North Carolina
High Point Development Limited Partnership II	North Carolina
High Pointe Commons Holding GP, LLC	Delaware
High Pointe Commons Holding II-HAP GP, LLC	Pennsylvania
High Pointe Commons Holding II-HAP, LP	Pennsylvania
High Pointe Commons Holding, LP	Pennsylvania
High Pointe Commons II-HAP, LP	Pennsylvania
High Pointe Commons, LP	Pennsylvania
Honey Creek Mall, LLC	Indiana
Honey Creek Mall Member SPE, LLC	Delaware
Houston Willowbrook LLC	Texas
Imperial Valley Commons, L.P.	California
Imperial Valley Mall GP, LLC	Delaware
Imperial Valley Mall II, L.P.	California
Imperial Valley Mall, L.P.	California
Imperial Valley Peripheral, L.P.	California
IV Commons, LLC	California
IV Outparcels, LLC	California
Janesville Mall Limited Partnership	Wisconsin
Janesville Wisconsin, Inc.	Wisconsin
Jarnigan Road II, LLC	Delaware
Jarnigan Road III, LLC	Tennessee
Jarnigan Road Limited Partnership	Tennessee
Jefferson Mall Company	Ohio
Jefferson Mall Company II, LLC	Delaware
JG Gulf Coast Town Center, LLC	Ohio
JG Randolph II, LLC	Delaware
JG Randolph, LLC	Ohio
JG Saginaw II, LLC	Delaware
JG Saginaw, LLC	Ohio
JG Winston-Salem, LLC	Ohio
Kentucky Oaks Mall Company	Ohio
Lakes Mall, LLC, The	Michigan
Lakeshore/Sebring Limited Partnership	Florida
Lakeview Pointe, LLC	Oklahoma
Landing at Arbor Place II, LLC, The	Delaware
Laredo/MDN II Limited Partnership	Texas

6

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
Laurel Park Retail Holding LLC	Michigan
Laurel Park Retail Properties LLC	Delaware
Layton Hills Mall CMBS, LLC	Delaware
LeaseCo, Inc.	New York
Lebcon Associates	Tennessee
Lebcon I, Ltd.	Tennessee
Lee Partners	Tennessee
Lexington Joint Venture	Ohio
LHM-Utah, LLC	Delaware
Madison Grandview Forum, LLC	Mississippi
Madison Ground, LLC	Mississippi
Madison Joint Venture	Ohio
Madison Plaza Associates, Ltd.	Alabama
Madison Square Associates, Ltd.	Alabama
Madison/East Towne, LLC	Delaware
Madison/West Towne, LLC	Delaware
Mall Del Norte, LLC	Texas
Mall of South Carolina Limited Partnership	South Carolina
Mall of South Carolina Outparcel Limited Partnership	South Carolina
Mall Shopping Center Company, L.P.	Texas
Maryville Department Store Associates	Tennessee
Maryville Partners, L.P.	Tennessee
Massard Crossing Limited Partnership	Arkansas
MDN/Laredo GP II, LLC	Delaware
MDN/Laredo GP, LLC	Delaware
Meridian Mall Company, Inc.	Michigan
Meridian Mall Limited Partnership	Michigan
Mid Rivers Land LLC	Delaware
Mid Rivers Land LLC II	Delaware
Mid Rivers Mall LLC	Delaware
Midland Mall LLC	Delaware
Midland Venture Limited Partnership	Michigan
Milford Marketplace, LLC	Connecticut
Montgomery Partners, L.P.	Tennessee
Mortgage Holdings II, LLC	Delaware
Mortgage Holdings, LLC	Delaware
Newco Mortgage, LLC	Delaware
NewLease Corp.	Tennessee
North Charleston Joint Venture	Ohio
North Charleston Joint Venture II, LLC	Delaware
Northpark Mall/Joplin, LLC	Delaware
Oak Park Holding I, LLC	Kansas
Oak Park Holding II, LLC	Kansas
Oak Park Mall II LLC	Kansas
Oak Park Mall, LLC	Delaware
Oak Park Member, LLC	Kansas
OK City Member, LLC	Delaware
OK City Outlets, LLC	Oklahoma

7

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
Old Hickory Mall Venture	Tennessee
Old Hickory Mall Venture II, LLC	Delaware
Panama City Mall, LLC	Delaware
Panama City Peripheral, LLC	Florida
Parkdale Crossing GP, Inc.	Texas
Parkdale Crossing Limited Partnership	Texas
Parkdale Mall Associates	Texas
Parkdale Mall, LLC	Texas
Parkway Place Limited Partnership	Alabama
Parkway Place SPE, LLC	Delaware
Parkway Place, Inc.	Alabama
Pavilion at Port Orange, LLC, The	Florida
The Pavilion Collecting Agent, LLC	Florida
Pearland Ground, LLC	Texas
Pearland Hotel Operator, Inc.	Texas
Pearland Town Center GP, LLC	Delaware
Pearland Town Center Hotel/Residential Condominium Association, Inc.	Texas
Pearland Town Center Limited Partnership	Texas
POM-College Station, LLC	Texas
Port Orange Holdings II, LLC	Florida
Port Orange Town Center, LLC	Delaware
Port Orange I, LLC	Florida
PPG Venture I, LP	Delaware
Promenade D'Iberville, LLC, The	Mississippi
Property Taxperts, LLC	Nevada
Racine Joint Venture	Ohio
Racine Joint Venture II, LLC	Delaware
Renaissance Member II, LLC	Delaware
Renaissance Fayetteville Road III, LLC	North Carolina
Renaissance Retail LLC	North Carolina
Renaissance SPE Member, LLC	Delaware
River Ridge Mall, LLC	Virginia
Rivergate Mall Limited Partnership	Delaware
Rivergate Mall, Inc.	Delaware
RL at SPC, LLC	Florida
Seacoast Shopping Center Limited Partnership	New Hampshire
Settlers Ridge Management GP, LLC	Pennsylvania
Settlers Ridge Management LP, LLC	Pennsylvania
Settlers Ridge Management, L.P.	Pennsylvania
Shoppes at Hamilton Place, LLC, The	Tennessee
Shoppes at Panama City, LLC	Florida
Shoppes at St. Clair CMBS, LLC	Delaware
Shoppes at St. Clair Square, LLC	Illinois
Shopping Center Finance Corp.	Wyoming
Shops at Pineda Ridge, LLC, The	Florida
South County Shoppingtown LLC	Delaware
Southaven Towne Center II, LLC	Delaware
Southaven Towne Center, LLC	Mississippi

8

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
Southpark Mall, LLC	Virginia
Springdale/Mobile GP II, Inc.	Alabama
Springdale/Mobile GP, Inc.	Alabama
Springdale/Mobile Limited Partnership II	Alabama
Springhill/Coastal Landing, LLC	Florida
St. Clair Square GP I, LLC	Illinois
St. Clair Square GP, Inc.	Illinois
St. Clair Square Limited Partnership	Illinois
St. Clair Square SPE, LLC	Delaware
Statesboro Crossing, LLC	Georgia
Stroud Mall LLC	Pennsylvania
SubREIT Investor-Boston General Partnership	Massachusetts
SubREIT Investor-Boston GP I, LLC	Massachusetts
Sutton Plaza GP, Inc.	New Jersey
Towne Mall Company	Ohio
Triangle Town Center, LLC	Delaware
Triangle Town Member, LLC	North Carolina
Turtle Creek Limited Partnership	Mississippi
Valley View Mall SPE, LLC	Delaware
Vicksburg Mall Associates, Ltd.	Mississippi
Village at Newnan Crossing, LLC, The	Georgia
Village at Orchard Hills, LLC	Michigan
Village at Rivergate Limited Partnership	Delaware
Village at Rivergate, Inc.	Delaware
Volusia Mall, LLC	Florida
Volusia Mall GP, Inc.	New York
Volusia Mall Limited Partnership	New York
Volusia Mall Member SPE, LLC	Delaware
Walnut Square Associates Limited Partnership	Wyoming
Waterford Commons of CT II, LLC	Delaware
Waterford Commons of CT III, LLC	Connecticut
Waterford Commons of CT, LLC	Delaware
Wausau Joint Venture	Ohio
Wausau Penney Investor Joint Venture	Ohio
West County Parcel LLC	Delaware
West County Shoppingtown LLC	Delaware
West Melbourne Holdings II, LLC	Florida
West Melbourne Town Center LLC	Delaware
West Melbourne I, LLC	Delaware
Westgate Crossing Limited Partnership	South Carolina
Westgate Mall II, LLC	Delaware
Westgate Mall Limited Partnership	South Carolina
Whitehall Station, LLC	Missouri
Wilkes-Barre Marketplace GP, LLC	Pennsylvania
Wilkes-Barre Marketplace I, LLC	Pennsylvania
Wilkes-Barre Marketplace, L.P.	Pennsylvania
Willowbrook Plaza Limited Partnership	Maine
WMTC-Peripheral, LLC	Florida

9

Subsidiaries of the Company
As of December 31, 2010
Subsidiary	State of Incorporation or Formation
WPMP Holding LLC	Delaware
York Galleria Limited Partnership	Virginia
York Town Center Holding GP, LLC	Delaware
York Town Center Holding, LP	Pennsylvania
York Town Center, LP	Pennsylvania

10

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 our report dated March 1, 2011, relating to the consolidated financial statements and consolidated financial statement schedules of CBL & Associates Properties, Inc., and the effectiveness of CBL & Associates Properties, Inc.'s internal control over financial reporting (which report expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of new accounting provisions with respect to noncontrolling interests), appearing in this Annual Report on Form 10-K of CBL & Associates Properties, Inc. for the year ended December 31, 2010.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2011

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles B. Lebovitz, John N. Foy and Stephen D. Lebovitz and each of them, with full power to act without the other, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign the Annual Report of CBL & Associates Properties, Inc. on Form 10-K for the fiscal year ended December 31, 2010 including one or more amendments to such Form 10-K, which amendments may make such changes as such attorneys-in-fact and agents deems appropriate, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange C ommission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he/she might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the date set opposite his/her respective name.

Signature	Title	Date
/s/ Charles B. Lebovitz	Chairman of the Board	February 28, 2011
Charles B. Lebovitz
/s/ John N. Foy	Vice Chairman of the Board, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)	February 28, 2011
John N. Foy
/s/ Stephen D. Lebovitz	Director, President and Chief Executive Officer (Principal Executive Officer)	February 28, 2011
Stephen D. Lebovitz
/s/ Gary L. Bryenton	Director	February 28, 2011
Gary L. Bryenton
/s/ Thomas J. DeRosa	Director	February 28, 2011
Thomas J. DeRosa
/s/ Matthew S. Dominski	Director	February 28, 2011
Matthew S. DOminiski
/s/ Leo Fields	Director	February 28, 2011
Leo Fields
/s/ Kathleen M. Nelson	Director	February 28, 2011
Kathleen M. Nelson
/s/ Winston W. Walker	Director	February 28, 2011
Winston W. Walker

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Stephen D. Lebovitz, certify that:

 (1) I have reviewed this annual report on Form 10-K 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 1, 2011

/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 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 1, 2011

/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 for the year ending December 31, 2010 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 1, 2011

____________________________________

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 for the year ending December 31, 2010 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 1, 2011

____________________________________

Date