Exhibit 10.5.6

Adopted by Board of Directors October 29, 2003

AMENDMENT #1
TO
THE AMENDED AND RESTATED
CBL & ASSOCIATES PROPERTIES, INC.
STOCK INCENTIVE PLAN

WHEREAS, the CBL & Associates Properties, Inc. 1993 Stock Incentive Plan was adopted by the Company on October 27, 1993 as amended by Amendment No. 1 on May 1, 1996, by Amendment No. 2 on May 3, 2000 and by Amendment No. 3 on May 7, 2002 (collectively, the "Initial Plan");

WHEREAS, pursuant to the recommendation of the Board of Directors of the Company, the Company's stockholders, on May 5, 2003, approved the amendment and restatement of the Initial Plan on the terms of the Amended and Restated CBL & Associates Properties, Inc. Stock Incentive Plan (the "Amended and Restated Plan") and the Initial Plan was thereupon amended and restated on the terms of the Amended and Restated Plan; and

WHEREAS, the Board of Directors of the Company has deemed it advisable to amend the Amended and Restated Plan to allow for greater flexibility in the determination of compensation for Non-Employee Directors, as defined in the Amended and Restated Plan;

WHEREAS, the Board of Directors has received the advice of counsel that the amendment of the Amended and Restated Plan on the terms set forth herein should not be deemed a "material" amendment requiring the approval of the Company's stockholders.

Pursuant to the determination of the Board of Directors of the Company and by resolution dated October 29, 2003, the Amended and Restated Plan is amended by the following provisions:

Section 13 of the Amended and Restated Plan is deleted in its entirety and the following Section 13 is inserted in lieu thereof:

SECTION 13. Non-Employee Director Stock Options and Non-Employee Director Shares.

(a) Each director of the Company who is not otherwise an employee of the Company or any Subsidiary or Affiliate from and after the effective date of the Plan (a "Non-Employee Director") shall, on each December 31 during such Non-Employee Director's term, automatically be granted, either, in the discretion of the Compensation Committee,

(i) Non-Qualified Stock Options to purchase 500 shares of Common Stock having an exercise price per share equal to 100% of the Fair Market value of the Common Stock at the Date of Grant of such Non-Qualified Stock Option or

(ii) Non-Employee Director Shares, as defined below, in an amount not to exceed 100 shares of Non-Employee Director Shares per grant per year.

Each such Non-Employee Director, upon joining the Board, shall also be awarded 500 shares of Common Stock (such initial grant of Common Stock and shares of Common Stock awarded pursuant to Subsection (ii) of this Section 13 are herein referred to as "Non-Employee Director Shares"). Non-Employee Director Shares shall be fully vested upon grant, but may not be sold, pledged, or otherwise transferred in any manner during a Non-Employee Director's term and for one year thereafter. The Compensation Committee may require that such shares bear an appropriate legend evidencing such transfer restrictions. The Compensation Committee may determine to grant the Awards set forth above on January 1 of a year in lieu of December 31.

(b) An automatic Non-Employee Director Stock Option or award of additional Non-Employee Director Shares shall be granted hereunder only if as of each Date of Grant (or, in the case of any initial grant, from and after the effective date of the Plan) the Non-Employee Director (i) is not otherwise an employee of the Company or any Subsidiary or Affiliate, (ii) has not been an employee of the Company or any Subsidiary or Affiliate for any part of the preceding fiscal year and
(iii) has served on the Board continuously since the commencement of his term.

(c) Each holder of a Stock Option granted pursuant to this Section 13 shall also have the rights specified in Section 5(a).

(d) In the event that the number of shares of Common Stock available for future grant under the Plan is insufficient to make all automatic grants required to be made on such date, then all Non-Employee Directors entitled to a grant on such date shall share ratably in the number of options on shares available for grant under the Plan and/or shall share ratably in the number of shares available for grant under the Plan.

(e) Except as expressly provided in this Section 13, any Stock Option granted hereunder shall be subject to the terms and conditions of the Plan as if the grant were made pursuant to Section 5(a) hereof.

(f) Awards granted under this Section 13 shall be subject to any applicable restrictions set forth in Section 14(a) below.

All other terms and provisions of the Amended and Restated Plan shall remain as stated therein and this Amendment #1 shall be effective as of October 29, 2003.

Exhibit 10.5.7

Adopted by Board of Directors November 4, 2004

AMENDMENT #2
TO
THE AMENDED AND RESTATED
CBL & ASSOCIATES PROPERTIES, INC.
STOCK INCENTIVE PLAN

WHEREAS, the CBL & Associates Properties, Inc. 1993 Stock Incentive Plan was adopted by the Company on October 27, 1993, as amended by Amendment No. 1 on May 1, 1996, by Amendment No. 2 on May 3, 2000 and by Amendment No. 3 on May 7, 2002 (collectively, the "Initial Plan");

WHEREAS, pursuant to the recommendation of the Board of Directors of the Company, the Company's stockholders, on May 5, 2003, adopted the Amended and Restated CBL & Associates Properties, Inc. Stock Incentive Plan (the "Amended and Restated Plan") and the Initial Plan was thereupon amended and restated on the terms of the Amended and Restated Plan; and

WHEREAS, pursuant to the recommendation of the Compensation Committee, the Board of Directors of the Company adopted that certain Amendment #1 to the Amended and Restated Plan to authorize the granting of up to 100 shares of restricted Common Stock to the Non-Employee Directors of the Company in lieu of annual grants of stock options in order to allow for greater flexibility in the determination of compensation for Non-Employee Directors; and

WHEREAS, the Board of Directors of the Company has deemed it advisable to further amend the Amended and Restated Plan to increase the number of shares of restricted Common Stock that may be granted to the Non-Employee Directors in lieu of annual grants of stock options; and

WHEREAS, the Board of Directors has received the advice of counsel that the amendment of the Amended and Restated Plan on the terms set forth herein should not be deemed a "material" amendment requiring the approval of the Company's stockholders.

Pursuant to the determination of the Board of Directors of the Company and by resolution dated November 4, 2004, the Amended and Restated Plan is further amended by deleting the number "100" in Section 13(a)(ii) of the Amended and Restated Plan, as amended, and inserting in lieu thereof the number "500". Subparagraph (ii) of Section 13(a) of the Amended and Restated Plan shall now read in its entirety as follows:

(ii) Non-Employee Director Shares, as defined below, in an amount not to exceed 500 shares of Non-Employee Director Shares per grant per year.

All other terms and provisions of the Amended and Restated Plan, as amended, shall remain as stated therein and this Amendment #2 shall be effective as of November 4, 2004.

Exhibit 10.7.4

SUMMARY DESCRIPTION OF CBL & ASSOCIATES PROPERTIES, INC
DIRECTOR COMPENSATION ARRANGEMENTS

During 2004, each Director not employed by the Company (a "Non-Employee Director") received from the Company an annual fee of $25,000. In addition to the annual fee, each Non-Employee Director received a meeting fee of $1,500 for each Board, Compensation Committee and Nominating/Corporate Governance Committee meeting attended and $500 for each telephonic Board meeting attended and reimbursement of expenses incurred in attending meetings. In addition, but with the exception of the Non-Employee Director who was Chairman of the Audit Committee, each Non-Employee Director received from the Company a fee of $1,500 for each Audit Committee meeting attended. Each Non-Employee Director serving as a member of the Executive Committee and the Non-Employee Director serving as Chairman of the Audit Committee received from the Company a monthly fee of $750 in lieu of meeting fees for their participation on the Executive and Audit Committees in 2004.

Effective as of January 1, 2005, fees to Non-Employee Directors were increased such that each Non-Employee Director shall receive from the Company an annual fee of $27,500 and a fee of $1,500 for each Board, Compensation and Nominating/Corporate Governance Committee meeting attended. In addition, but with the exception of the Non-Employee Director who is Chairman of the Audit Committee, each Non-Employee Director shall receive from the Company a fee of $1,500 for each Audit Committee meeting attended. Each Non-Employee Director shall receive a fee of $750 for each telephonic Board meeting attended plus reimbursement of expenses incurred in attending meetings. Effective as of January 1, 2005, each Non-Employee Director serving as a member of the Executive Committee shall receive from the Company a monthly fee of $750, and the Non-Employee Director serving as Chairman of the Audit Committee shall receive a monthly fee of $2,000, in lieu of meeting fees for their participation on the Executive and Audit Committees.

Each fiscal year of the Company, Non-Employee Directors receive either an annual grant of options to purchase 500 shares of Common Stock having an exercise price equal to 100% of the fair market value of the shares of Common Stock on December 31 of such fiscal year or up to 500 shares of restricted Common Stock of the Company. For 2004, each Non-Employee Director received 250 shares of restricted Common Stock of the Company with a value (on the date of grant, January 3, 2005) of $75.44 per share, the average of the high and low trading prices of the Company's Common Stock as reported on the NYSE on January 3, 2005. The restrictions on shares of Common Stock received by the Non-Employee Directors are set forth in the Stock Incentive Plan and provide that such shares may not be transferred during the Non-Employee Director's term and for one year thereafter. Each holder of a Non-Employee Director option granted pursuant to the above-stated arrangement has the same rights as other holders of options in the event of a change in control. Options granted to the Non-Employee Directors
(i) shall have a term of 10 years from date of grant, (ii) are 100% vested upon grant, (iii) are non-forfeitable prior to the expiration of the term except upon the Non-Employee Director's conviction for any criminal activity involving the Company or, if non-exercised, within one year following the date the Non-Employee Director ceases to be a director of the Company, and (iv) are non-transferable.

In addition, any person who becomes a Non-Employee Director will receive an initial grant of 500 shares of restricted Common Stock upon joining the Board of Directors.

Exhibit 10.7.5

SUMMARY DESCRIPTION OF CBL & ASSOCIATES PROPERTIES, INC
ANNUAL BASE SALARY AND BONUS ARRANGEMENTS APPROVED
FOR NAMED EXECUTIVE OFFICERS IN NOVEMBER 2004

On November 3, 2004, the Compensation Committee of the Company's Board of Directors determined that the base compensation arrangements for each of the executive officers whose compensation is required to be disclosed in the Summary Compensation Table in the Company's definitive proxy statement with respect to its Annual Meeting of Stockholders to be held on May 9, 2005 (the "Named Executive Officers") for fiscal 2005 would consist of the following base salaries, plus the opportunity to be paid a bonus in an amount to be determined at a later date in the discretion of the Compensation Committee: Charles B. Lebovitz - $542,526; John N. Foy - $466,320; Stephen D. Lebovitz - $450,000; Eric P. Snyder - $406,000; Augustus N. Stephas - $416,600.

Additionally, on November 3, 2004, the Compensation Committee determined to pay the following amounts as bonuses to each of the Named Executive Officers with respect to fiscal 2004: Charles B. Lebovitz - $500,000; John N. Foy - $500,000; Stephen D. Lebovitz - $500,000; Eric P. Snyder - $275,000; Augustus N. Stephas - $200,000.

Exhibit 10.16.4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 28th, 2004, by and between CBL & Associates Properties, Inc., a Delaware corporation (the "Company"), and the holders of S- SCUs (as defined below) listed on Schedule A hereto (individually, a "Holder").

WHEREAS, in connection with the consummation of the transactions contemplated by the Contribution Agreement, each Holder has been issued, or may in the future be issued, Series S Special Common Units of limited partnership interest ("S-SCUs") in CBL & Associates Limited Partnership, a Delaware limited partnership (the "Operating Partnership");

WHEREAS, in connection therewith, the Company has agreed to grant to each Holder the registration rights set forth below;

NOW, THEREFORE, the parties hereto, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. The following terms and phrases shall, for purposes of this Agreement, have the meanings set forth below:

"Blackout Termination Right" has the meaning set forth in Section 5.2(b).

"Business Day" means any day on which the New York Stock Exchange is open for trading.

"Common Stock" means the common stock, par value $.01 per share, of the Company.

"Common Units" means common units of the Operating Partnership issued by the Operating Partnership in respect of or in exchange for S-SCUs.

"Company" has the meaning set forth in the Introductory Paragraph.

"Company Offering" has the meaning set forth in Section 3.1(b).

"Company Sale Period" has the meaning set forth in Section 3.1(b).

"Conversion Shares" means all or any portion of the shares of Common Stock received by the Holders, or issuable to the Holders, upon exercise of their rights to exchange their S-SCUs or Common Units for shares of Common Stock pursuant to the OP Partnership Agreement.

"Contribution Agreement" means the Contribution Agreement, dated as of May 21, 2004, among Donald Soffer, Rita Soffer Leeds, Eugene Kessler, Pittsburgh Mall Limited Partnership and Monroeville Mall Partners, L.P., on the one part, and the Operating Partnership, on the other part, and as the same may be further amended, supplemented or modified.

"Eligible Securities" means all or any portion of the Conversion Shares; provided, that, as to any proposed offer or sale of Eligible Securities, such securities shall cease to be Eligible Securities with respect to such proposed offer or sale when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities are permitted to be distributed pursuant to Rule
144(k) (or any successor provision to such Rule) under the Securities Act to be confirmed in a written opinion of counsel to the Company addressed to the Holders, or (iii) such securities shall have been otherwise transferred pursuant to an applicable exemption under the Securities Act, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and such securities shall be freely transferable to the public without registration under the Securities Act.

"Holder" shall have the meaning set forth in the Introductory Paragraph, and shall include any transferee of a S-SCU or Common Unit that, in accordance with the terms of the S-SCUs, has been admitted as a Substituted Limited Partner of the Operating Partnership.

"Information Blackout" has the meaning set forth in Section 5.2(a).

"Information Blackout" has the meaning set forth in Section 5.2(a).

"Operating Partnership" means CBL & Associates Limited Partnership, a Delaware limited partnership, and any successor in interest thereto.

"OP Partnership Agreement" means the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated June 30, 1998, as amended by the First Amendment dated as of January 31, 2001, the Second Amendment dated as of February 15, 2002 and the Third Amendment dated as of the date hereof and as the same may be further amended from time to time.

"Other Securities" has the meaning set forth in Section 4.1.

"Person" means an individual, a partnership (general or limited), corporation, limited liability company, joint venture, business trust, cooperative, association or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision or other instrumentality thereof, or any other entity.

"Registration Expenses" means all expenses incident to the Company's performance of or compliance with the registration requirements set forth herein: (i) the fees, disbursements and expenses of the Company's counsel(s), accountants and experts in connection with the registration of Eligible Securities under the Securities Act and (ii) all expenses in connection with the

preparation and filing of the registration statement, any required preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto; provided, however, that Registration Expenses with respect to any registration pursuant hereto shall not include (i) transfer taxes applicable to Eligible Securities, (ii) any underwriting discounts and selling commissions attributable to Eligible Securities and (iii) fees and expenses, if any, of any counsel retained by any Holder.

"Sales Blackout Period" has the meaning set forth in Section 5.2(a).

"S-SCUs" has the meaning set forth in the Recitals.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

"Selling Holders" means the Holder or Holders who request registration pursuant to Section 3.1 or 4.1.

"Shelf Registration Statement" has the meaning set forth in Section 3.1.

"Suspension Event" has the meaning set forth in Section 3.1(c).

ARTICLE II

[This provision has been intentionally omitted]

ARTICLE III

DEMAND REGISTRATION RIGHTS

Section 3.1. Notice and Registration. Upon written notice from a Holder or Holders owning Eligible Securities requesting that the Company effect the registration under the Securities Act of all or part of the Eligible Securities held by such Holders, which notice shall specify the intended method or methods of disposition of such Eligible Securities, the Company will use all commercially reasonable efforts to effect (at the earliest possible date) the registration under the Securities Act of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which request may be satisfied by means of a shelf registration statement pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") if the Company is then eligible to register the Eligible Securities on Form S-3 under the Securities Act or any successor form; and the Company agrees that it will use such a Shelf Registration Statement if the Company is then eligible to do so and the Shelf Registration Statement is requested by the Holder in its written notice requesting registration), provided that:

(a) if the Company shall have previously effected a registration with respect to a Holder's Eligible Securities pursuant to Article 4 hereof, the Company shall not be required to effect a

registration for a Holder's Eligible Securities pursuant to this Article 3 until a period of twelve (12) months shall have elapsed from the effective date of the most recent such previous registration;

(b) if, upon receipt of a registration request pursuant to this Article 3, the Company is advised in writing (with a copy to the Selling Holders) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a public offering of securities by the Company that, in such firm's opinion, a registration at the time and on the terms requested would materially adversely affect such public offering of securities by the Company (other than an offering in connection with employee benefit and similar plans) (a "Company Offering") that had been contemplated by the Company prior to the notice by the Holders who initially requested registration, the Company shall not be required to effect a registration pursuant to this Article 3 until the earliest of (i) sixty (60) days after the completion of such Company Offering,
(ii) promptly after abandonment of such Company Offering or (iii) three (3) months after the date of written notice from the Holders who initially requested registration (such period a "Company Sale Period"); provided, however, that the Company may not exercise its rights to delay any registration under this
Section 3.1(b) more than once in any twelve (12) month period;

(c) if, while a registration request is pending pursuant to this Article 3, the Company determines in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement or the declaration of effectiveness would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company (such circumstances being hereinafter referred to as a "Suspension Event"), the Company shall deliver a certificate to such effect signed by its Chairman, President or any Vice President to the Selling Holders and the Company shall not be required to effect a registration pursuant to this Article 3 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) sixty (60) days after the Company makes such good faith determination; provided, however, that in no event shall Suspension Events be permitted to take effect more than once in any twelve (12) month period;

(d) the Company shall not be required to effect more than one registration for Holders pursuant to this Section 3.1 in any twelve month (12) period. No registration of Eligible Securities under this Article 3 shall relieve the Company of its obligation (if any) to effect registrations of Eligible Securities pursuant to Article 4; and

(e) if the Eligible Securities of a Holder are registered for resale pursuant to an effective Shelf Registration Statement filed by the Company in compliance with this Agreement, then, for so long as that Shelf Registration Statement is effective and available for use by that Holder in compliance with applicable securities and other laws and without the need for any further action by the Company, and the Company is otherwise complying with any requirements of this Agreement relating to the Shelf Registration Statement, the Company will be deemed to have satisfied its obligations pursuant to this Section 3 with respect to that Holder and the Eligible Securities so registered. For the

avoidance of doubt, at any time in its sole discretion the Company may elect to include the Eligible Securities of any Holder, or any portion thereof, in any Shelf Registration Statement being filed by the Company.

Section 3.2. Limitation on Registration Rights. Each registration of Eligible Securities requested by a Holder pursuant to Section 3.1 shall be with respect to a minimum of the lesser of (i) 50,000 shares of Common Stock or (ii) the sum of (x) the number of Eligible Securities held by such Selling Holder at such time and (y) the number of Conversion Shares issuable to such Holder upon exchange of all S-SCUs and Common Units then held by such Holder.

Section 3.3. Registration Statement by First Anniversary. Notwithstanding anything to the contrary contained in Section 3.1 above, the Company shall use its best efforts to cause that by the first anniversary of the closing under the Contribution Agreement, a Shelf Registration shall have been filed and become effective with respect to all of the Eligible Securities of the initial holders of the S-SCUs under the Contribution Agreement.

Section 3.4. Registration Expenses. The Company shall pay the Registration Expenses with respect to any registration of Eligible Securities pursuant to this Article 3.

ARTICLE IV

PIGGY-BACK REGISTRATION

Section 4.1. Notice and Registration. If the Company proposes to register any shares of Common Stock or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act on a form and in a manner which would permit registration of Eligible Securities for sale to the public under the Securities Act, it will give prompt written notice to the Holders of its intention to do so, which notice the Holders shall keep confidential, and upon the written request of a Holder delivered to the Company within fifteen (15) Business Days after the giving of any such notice (which request shall specify the number of Eligible Securities intended to be disposed of by such Holder and the intended method of disposition thereof) the Company will use all commercially reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Holders, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered, provided that:

(a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities, the Company may, at its election, give written notice of such determination to the Holders and thereupon the Company shall be relieved of its obligation to register such Eligible Securities in connection with the registration of such Other Securities (but not from its obligation to pay the Registration Expenses to the extent incurred in connection therewith as provided in Section 4.2),

without prejudice, however, to the rights (if any) of the Holders immediately to request that such registration be effected as a registration under Article 3;

(b) the Company will not be required to effect any registration pursuant to this Article 4 if the Company shall have been advised in writing (with a copy to the Selling Holders) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm's opinion, such registration at that time would materially and adversely affect the Company's own scheduled offering, provided, however, that if an offering of some but not all of the shares requested to be registered by the Holders and other holders of the Company's securities with piggyback rights would not adversely affect the Company's offering, the offering will include all securities offered by the Company and such number of securities with piggyback rights as is determined by such lead underwriter is the maximum number that can be included without adversely affecting the Company's offering, and the aggregate number of shares requested to be included in such offering by the Selling Holders and each other group of securityholders with piggyback rights shall be reduced pro rata based on the relative number of shares being proposed for inclusion by each; if the aggregate number of Eligible Securities to be included in such offering is reduced in accordance with the foregoing, the total number of shares requested to be including in such offering by each Selling Holder shall be reduced pro rata according to the total number of Eligible Securities requested by each Selling Holder to be registered under the Securities Act in connection with the registration of the Other Securities; and

(c) the Company shall not be required to effect any registration of Eligible Securities under this Article 4 incidental to the registration of any of its securities (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act.

No registration of Eligible Securities effected under this Article 4 shall relieve the Company of its obligation (if any) to effect registrations of Eligible Securities pursuant to Article 3.

Section 4.2. Registration Expenses. The Company (as between the Company and the Selling Holders) shall be responsible for the payment of the Registration Expenses in connection with any registration pursuant to this Article 4.

Section 4.3. Public Offering. In the event that any registration pursuant to Article 4 hereof shall involve, in whole or in part, an underwritten offering, the Company may require Eligible Securities requested to be registered pursuant to this Article 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the Other Securities being sold through underwriters under such registration. In such case, the holders of Eligible Securities on whose behalf Eligible Securities are to be distributed by such underwriters shall, as a condition to participating in such registration pursuant to this Article 4, become joint and several parties to any such

underwriting agreement. Such agreement shall contain such representations, warranties and indemnifications by the Selling Holders to and for the underwriters and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Article 7. Notwithstanding the foregoing, the Company shall not be required to register any Eligible Securities pursuant to this Article IV if the Company has an effective Shelf Registration Statement.

ARTICLE V

REGISTRATION PROCEDURES

Section 5.1. Registration and Qualification. If and whenever the Company is required to use all commercially reasonable efforts to effect the registration of any Eligible Securities under the Securities Act as provided in Articles 3 or 4, the Company will as promptly as is practicable:

(a) prepare, file and use all commercially reasonable efforts to cause to become effective a registration statement under the Securities Act regarding the Eligible Securities to be offered;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and take such other actions as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Eligible Securities until the earlier of (A) such time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement or (B)(i) the expiration of twelve months after such Registration Statement becomes effective or (ii), with respect to a Shelf Registration Statement, such longer time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement; provided, that, such longer period will only be available (A) to the extent that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis and (B) if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934, as amended, in the registration statement;

(c) furnish to the Selling Holders such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any supplemental prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in

such registration statement or prospectus, and such other documents as the Selling Holders may reasonably request;

(d) use its commercially reasonable efforts to register or qualify all Eligible Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Selling Holders or any underwriter of such Eligible Securities shall reasonably request, and do any and all other acts and things which may be reasonably requested by the Selling Holders to consummate the disposition in such jurisdictions of the Eligible Securities covered by such registration statement, except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any jurisdiction where it is not then subject to service of process;

(e) use all commercially reasonable efforts to list the Eligible Securities on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange;

(f) immediately notify the Selling Holders at any time when a prospectus relating to a registration pursuant to Article 3 or 4 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and at the request of the Selling Holders prepare and furnish to the Selling Holders as many copies of a supplement to or an amendment of such prospectus as the Selling Holders reasonably request so that, as thereafter delivered to the purchasers of such Eligible Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(g) immediately notify the Selling Holders of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement filed pursuant to Article 3 or 4 hereof or the initiation of any proceedings for that purpose and take every reasonable effort to obtain the withdrawal of any such stop order.

The Company may require the Selling Holders to furnish the Company such information regarding the Selling Holders and the proposed method of distribution of their respective Eligible Securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the SEC in connection with any registration, and each Selling Holder shall promptly notify the Company of the distribution of such securities. Each Holder agrees that, as a condition to its participation in any registration under Articles 3 or 4, it will respond in writing within ten (10) Business Days to any request by the Company to provide or verify any information regarding that

Holder or the Holder's Eligible Securities that is required to be included in a registration statement relating to the Holder's Eligible Securities pursuant to the rules and regulations of the SEC.

Section 5.2. Blackout Periods. (a) At any time when a registration statement filed pursuant to Article 3 relating to Eligible Securities is effective, upon written notice from the Company to the Selling Holders that the Board of Directors of the Company determines that the Selling Holders' sale of Eligible Securities pursuant to the registration statement would require disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company (an "Information Blackout"), the Selling Holders shall suspend sales of Eligible Securities pursuant to such registration statement until the earlier of:

(X) the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) sixty
(60) days after the Company makes such good faith determination, and

(Y) such time as the Company notifies the Selling Holders that sales pursuant to such registration statement may be resumed (the number of days from such suspension of sales by the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a "Sales Blackout Period").

(b) If there is an Information Blackout as provided above, the time period set forth in Section 5.1(b) shall be extended for a number of days equal to the number of days in the Sales Blackout Period.

(c) Notwithstanding anything in Section 5.2(a) to the contrary, no Information Blackout may be imposed with respect to any Eligible Securities:

(i) if the Company shall not have imposed such Information Blackout on selling holders under other registration rights agreements that permit the imposition of such Information Blackout under such circumstances, or

(ii) within seven (7) days following their issuance.

Section 5.3. Qualification for Rule 144 Sales. The Company will take all actions necessary to comply with the filing requirements described in Rule
144(c) (1) so as to enable the Holders to sell Eligible Securities without registration under the Securities Act and, upon the written request of any Holder, the Company will promptly deliver to such Holder a written statement as to whether it has complied with such filing requirements. In connection with any sale, transfer or other disposition by any Holder of any Eligible Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with the Holder to facilitate the timely preparation and delivery of certificates representing Eligible Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Eligible Securities to be for such number of shares and registered in such names as the Holder may reasonably request at least five (5) Business Days prior to any sale of Eligible Securities hereunder.

ARTICLE VI

PREPARATION; REASONABLE INVESTIGATION

Section 6.1. Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Eligible Securities under the Securities Act, the Company will give the Selling Holders and their respective counsel and accountants, drafts of such registration statement for their review and comment prior to filing and such reasonable and customary access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Selling Holders or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, subject in all cases to mutually acceptable confidentiality arrangements.

ARTICLE VII

INDEMNIFICATION AND CONTRIBUTION

Section 7.1. Indemnification and Contribution. (a) The Company hereby agrees to indemnify and hold harmless each Person that exercises registration rights hereunder and, to the extent applicable, its directors and officers, its partners, its trustees and each Person who controls any of such Persons, against any losses, claims, damages, liabilities and expenses, joint or several, to which such Person may be subject under the Securities Act or otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will promptly reimburse each such Person for any legal or any other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding, provided, that, the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expenses arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Company by such Selling Holders or such underwriter expressly for use in the registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Holders or any such Person and shall survive the transfer of such securities by the Selling Holders.

(b) Each Selling Holder, by virtue of exercising its registration rights hereunder, agrees to, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in clause (a) of this Article 7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, with respect to

any statement in or omission from such registration statement, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, but only to the extent that such statement or omission was made in reliance upon and in conformity with information furnished by such Selling Holder to the Company expressly for use in the registration statement. No Holder shall be liable under this Section 7.1(b) for any statements or omissions of any other Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of the registered securities by such Selling Holder and the expiration of this Agreement.

(c) An indemnified party hereunder shall give reasonably prompt notice to the indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the indemnifying party (i) shall not relieve it from any liability which it may have under the indemnity agreement provided in Section 7.1(a) or (b) above, unless and to the extent it did not otherwise learn of such action and the lack of notice by the indemnified party results in the forfeiture by the indemnifying party of substantial rights and defenses, and (ii) shall not, in any event, relieve the indemnifying party from any obligations to the indemnified party other than the indemnification obligation provided under Section 7.1(a) or (b) above. If the indemnifying party so elects within a reasonable time after receipt of such notice, the indemnifying party may assume the defense of such action or proceeding at such indemnifying party's own expense with counsel chosen by the indemnifying party and approved by the indemnified party, which approval shall not be unreasonably withheld; provided, however, that the indemnifying party will not settle any such action or proceeding without the written consent of the indemnified party unless (i), as a condition to such settlement, the indemnifying party secures the unconditional release of the indemnified party and (ii) the settlement does not include any admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. If the indemnifying party does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party will pay the reasonable fees and expenses of counsel for the indemnified party. In such event, however, the indemnifying party will not be liable for any settlement effected without the written consent of the indemnifying party. If an indemnifying party assumes the defense of such action or proceeding in accordance with this paragraph, the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified party incurred thereafter in connection with such action or proceeding.

(d) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 7.1(a) and (b) above is for any reason held to be unenforceable by the indemnified party although applicable in accordance with its terms, the Company and the relevant Holder shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Company and the Holder, (i) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holder on the other, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative fault of but also the relative benefits to the Company on the one hand and the Holder on the other, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits to the indemnifying party and indemnified party shall be determined by reference to, among other things, the total proceeds received by the indemnifying party and indemnified party in connection with the offering to which such losses, claims, damages, liabilities

or expenses relate. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, the indemnifying party or the indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action.

The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 7.1(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 7.1(d), a Holder shall not be required to contribute any amount in excess of the amount of the total proceeds received by such Holder from sales of the Eligible Securities of such Holder under such registration statement.

Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7.1(d), each Person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Holder, and each trustee/director of the Company, each officer of the Company who signed such registration statement and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company.

(e) Indemnification and contribution similar to that specified in the preceding subdivisions of this Article 7 (with appropriate modifications) shall be given by the Company and the Selling Holders with respect to any required registration or other qualification of such Eligible Securities under any federal or state law or regulation of governmental authority other than the Securities Act.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Benefits of Registration Rights. Subject to the limitations of Sections 3.1 and 4.1, any Holder may severally or jointly exercise the registration rights hereunder in such manner and in such proportion as they shall agree among themselves.

Section 8.2. Integration; Amendment. This Agreement constitutes the entire agreement among the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein, other than any agreement as may exist solely among the Holders. Except as otherwise expressly provided in this Agreement, no amendment,

modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by the Company and each Holder against whom such amendment, modification or discharge is sought to be enforced. Notwithstanding the foregoing, Schedule A may be amended at any time with the consent of JRI and the consent of no other Holder will be required for such an amendment.

Section 8.3. Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

Section 8.4. Burden and Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, personal and legal representatives and successors. If a Holder transfers of Conversion Shares, S-SCUs and/or Common Units in a manner permitted under the OP Partnership Agreement, such Conversion Shares, S-SCUs and/or Common Units shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement unless such transferee is already a Holder. Thereafter, such transferee shall be deemed to be a Holder for purposes of this Agreement.

Section 8.5. Notices. All notices called for under this Agreement shall be in writing and shall be deemed given upon receipt if delivered personally or by facsimile transmission and followed promptly by mail, or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses set forth opposite their names in Schedule A hereto, or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, to others in the manner provided in this Section 8.5 for the service of notices; provided, however, that notices of a change of address shall be effective only upon receipt thereof. Any notice delivered to the party hereto to whom it is addressed shall be deemed to have been given and received on the day it was received; provided, however, that if such day is not a Business Day then the notice shall be deemed to have been given and received on the Business Day next following such day and if any party rejects delivery of any notice attempted to be given hereunder, delivery shall be deemed given on the date of such rejection. Any notice sent by facsimile transmission shall be deemed to have been given and received on the Business Day next following the transmission.

Section 8.6. Specific Performance. The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in

any court of the United States or any State thereof having jurisdiction.

Section 8.7. Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York, but not including the choice of law rules thereof.

Section 8.8. Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Section 8.9. Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

Section 8.10. Execution in Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required. It shall not be necessary that the signature of or on behalf of each party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each party appears on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in any proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of or on behalf of all of the parties.

Section 8.11. Severability. If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision contained in this Agreement operates or would operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be held ineffective, as though not herein contained, and the remainder of this Agreement shall remain operative and in full force and effect.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the parties hereto has caused this Registration Rights Agreement to be duly executed on its behalf as of the date first hereinabove set forth.

CBL & ASSOCIATES PROPERTIES, INC.

By: /s/John N. Foy
    --------------------

     Name:JOHN N. FOY
     Title: Vice Chairman of the Board
              and Chief Financial Officer
Signatures of Holders on Next Page

[Signature Page to Registration Agreement]

MONROEVILLE MALL TIC'S II

By:      /s/Donald Soffer
    -------------------------------
         Name: DONALD SOFFER
         Title: Managing General Partner

MONROEVILLE MALL PARTNERS, L.P.

By: Monroeville Mall, Inc., its general partner

By:      s/sJacquelyn Soffer
    -------------------------------
         Name: JACQUELYN SOFFER
          Title: Vice President

[Signature Page to Registration Rights Agreement]

Schedule A

Holders:

Monroeville Mall TIC's II

Monroeville Mall Partners, L.P.

EXECUTION COPY

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of February 28, 2003

by and among

CBL & Associates Limited Partnership,
as Borrower,

CBL & Associates Properties, Inc.,

as Parent, solely for the limited purposes set forth in
Section 13.20.,

The financial institutions party hereto and their assignees under Section 13.5., as Lenders

WACHOVIA BANK, NATIONAL ASSOCIATION
and
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
each as Documentation Agent,

U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent,

and

WELLS FARGO Bank, National Association, as Administrative Agent

                                TABLE OF CONTENTS


Article I. Definitions....................................................1

         Section 1.1.  Definitions........................................1
         Section 1.2.  General; References to San Francisco Time..........19

Article II. Credit Facility...............................................19

         Section 2.1.  Revolving Advances.................................19
         Section 2.2.  Letters of Credit..................................20
         Section 2.3.  Swingline Loans....................................23
         Section 2.4.  Rates and Payment of Interest on Advances..........25
         Section 2.5.  Number of Interest Periods.........................26
         Section 2.6.  Repayment of Advances..............................26
         Section 2.7.  Prepayments........................................26
         Section 2.8.  Late Charges.......................................26
         Section 2.9.  Provisions Applicable to LIBOR Advances;
                        Limitation on Base Rate Advances..................27
         Section 2.10.  Notes.............................................28
         Section 2.11.  Increase in Commitments...........................28
         Section 2.12.  Voluntary Reductions of the Commitment............29
         Section 2.13.  Extension of Termination Date.....................29
         Section 2.14.  Expiration or Maturity Date of Letters
                        of Credit Past Termination Date...................29
         Section 2.15.  Amount Limitations................................30

Article III. Payments, Fees and Other General Provisions..................30

         Section 3.1.  Payments...........................................30
         Section 3.2.  Pro Rata Treatment.................................30
         Section 3.3.  Sharing of Payments, Etc...........................31
         Section 3.4.  Several Obligations................................31
         Section 3.5.  Fees...............................................31
         Section 3.6.  Computations.......................................32
         Section 3.7.  Usury..............................................32
         Section 3.8.  Defaulting Lenders.................................33
         Section 3.9.  Taxes..............................................33

Article IV.  Collateral Properties........................................35

         Section 4.1.  Eligibility of Properties..........................35
         Section 4.2.  Release of Properties..............................36
         Section 4.3.  Frequency of Appraisals............................37
         Section 4.4.  Frequency of Calculations of
                       Borrowing Base.....................................37

Article V. Yield Protection, Etc..........................................38

         Section 5.1.  Additional Costs; Capital Adequacy.................38
         Section 5.2.  Suspension of LIBOR Advances.......................39
         Section 5.3.  Illegality.........................................39
         Section 5.4.  Compensation.......................................40
         Section 5.5.  Treatment of Affected Advances.....................40
         Section 5.6.  Affected Lenders...................................41
         Section 5.7.  Change of Lending Office...........................41
         Section 5.8.  Assumptions Concerning Funding of
                       LIBOR Advances.....................................41

Article VI. Conditions Precedent..........................................42

         Section 6.1.  Initial Conditions Precedent.......................42
         Section 6.2.  Conditions Precedent to All
                       Advances and Letters of Credit.....................42
         Section 6.3.  Conditions Precedent to a
                       Property Becoming a Collateral Property............44

Article VII. Representations and Warranties...............................47

         Section 7.1.  Representations and Warranties.....................47
         Section 7.2.  Survival of Representations and
                        Warranties, Etc...................................51

Article VIII. Affirmative Covenants.......................................51

         Section 8.1.  Preservation of Existence and
                       Similar Matters....................................51
         Section 8.2.  Compliance with Applicable Law.....................51
         Section 8.3.  Maintenance of Property............................51
         Section 8.4.  Insurance..........................................51
         Section 8.5.  Payment of Taxes and Claims........................52
         Section 8.6.  Books and Records; Inspections.....................52
         Section 8.7.  Use of Proceeds....................................52
         Section 8.8.  Environmental Matters..............................52
         Section 8.9.  Further Assurances.................................53
         Section 8.10.  REIT Status.......................................53
         Section 8.11.  Exchange Listing..................................53
         Section 8.12.  Major Property-Level Agreements;
                        Major Leases; SNDAs...............................53
         Section 8.13.  Single Asset Entities.............................54

Article IX. Information...................................................54

         Section 9.1.  Quarterly Financial Statements.....................54
         Section 9.2.  Year-End Statements................................54
         Section 9.3.  Compliance Certificate.............................55
         Section 9.4.  Other Information..................................55

Article X. Negative Covenants.............................................56

         Section 10.1.  Financial Covenants...............................56
         Section 10.2.  Negative Pledge...................................58
         Section 10.3.  Restrictions on Intercompany Transfers............58
         Section 10.4.  Merger, Consolidation, Sales of
                        Assets and Other Arrangements.....................59
         Section 10.5.  Acquisitions......................................59
         Section 10.6.  Plans.............................................59
         Section 10.7.  Fiscal Year.......................................59
         Section 10.8.  Modifications of Organizational Documents.........59
         Section 10.9.  Major Construction................................59
         Section 10.10.  Transactions with Affiliates.....................60

Article XI. Default.......................................................60

         Section 11.1.  Events of Default.................................60
         Section 11.2.  Remedies Upon Event of Default....................64
         Section 11.3.  Remedies Upon Default.............................65
         Section 11.4.  Curing Defaults Under Collateral Documents........65
         Section 11.5.  Permitted Deficiency..............................65
         Section 11.6.  Marshaling; Payments Set Aside....................66
         Section 11.7.  Allocation of Proceeds............................66
         Section 11.8.  Performance by Agent..............................67
         Section 11.9.  Rights Cumulative.................................67

Article XII. The Agent....................................................67

         Section 12.1.  Authorization and Action..........................67
         Section 12.2.  Agent's Reliance, Etc.............................68
         Section 12.3.  Notice of Defaults................................69
         Section 12.4.  Wells Fargo as Lender.............................69
         Section 12.5.  Approvals of Lenders..............................69
         Section 12.6.  Lender Credit Decision, Etc.......................70
         Section 12.7.  Indemnification of Agent..........................70
         Section 12.8.  Collateral Matters; Protective Advances...........71
         Section 12.9.  Post-Foreclosure Plans............................72
         Section 12.10.  Successor Agent..................................73
         Section 12.11.  Titled Agents....................................73

Article XIII. Miscellaneous...............................................73

         Section 13.1.  Notices...........................................73
         Section 13.2.  Expenses..........................................74
         Section 13.3.  Setoff............................................75
         Section 13.4.  Litigation; Jurisdiction; Other Matters;
                         Waivers..........................................75
         Section 13.5.  Successors and Assigns............................76
         Section 13.6.  Amendments and Waivers............................77
         Section 13.7.  Nonliability of Agent and Lenders.................79
         Section 13.8.  Confidentiality...................................79
         Section 13.9.  Indemnification...................................79
         Section 13.10.  Termination; Survival............................81
         Section 13.11.  Severability of Provisions.......................81
         Section 13.12.  GOVERNING LAW....................................81
         Section 13.13.  Counterparts.....................................81
         Section 13.14.  Obligations with Respect to Loan Parties.........81
         Section 13.15.  Independence of Covenants........................81
         Section 13.16.  Entire Agreement.................................82
         Section 13.17.  Construction; Conflict of Terms..................82
         Section 13.18.  AMENDMENT, RESTATEMENT AND CONSOLIDATION;
                         NO NOVATION......................................82
         Section 13.19.  Limitation of Liability of
                         Borrower's General Partner.......................82
         Section 13.20.  Limited Nature of Parent's Obligations...........83
         Section 13.21.  Limitation of Liability of
                         Borrower's Directors, Officers, Etc..............83
         Section 13.22.  Replacement of Notes.............................83

SCHEDULE 1.1.(A)               Existing Debt Agreements
SCHEDULE 4.1.                  Initial Collateral Properties
SCHEDULE 7.1.(b)               Ownership of Loan Parties
SCHEDULE 7.1.(f)               Litigation
SCHEDULE 7.1.(s)               Single Asset Entity Exceptions


EXHIBIT A                           Form of Assignment and Assumption Agreement
EXHIBIT B                           Form of Borrowing Base Certificate
EXHIBIT C                           Form of Environmental Indemnity Agreement
EXHIBIT D                           Form of Guaranty
EXHIBIT E                           Form of Notice of Borrowing
EXHIBIT F                           Form of Notice of Continuation
EXHIBIT G                           Form of Notice of Conversion
EXHIBIT H                           Form of Notice of Swingline Borrowing
EXHIBIT I                           Form of Revolving Note
EXHIBIT J                           Form of Security Deed
EXHIBIT K                           Form of Swingline Note
EXHIBIT L                           Form of Opinion of Counsel
EXHIBIT M                           Form of Closing Certificate and Affidavit
EXHIBIT N                           Form of Compliance Certificate

THIS SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2003 by and among CBL & Associates Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the "Borrower"), CBL & Associates Properties, Inc., a corporation organized under the laws of the State of Delaware (the "Parent"), joining in the execution of this Agreement solely for the limited purposes set forth in Section 13.20., each of the financial institutions initially a signatory hereto together with their assignees under Section 13.5. (the "Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION and COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, each as
Documentation Agent (each a "Documentation Agent"), U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent (the "Syndication Agent"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo") as contractual representative of the Lenders to the extent and in the manner provided in Article XII. (in such capacity, the "Agent").

WHEREAS, certain of the Lenders and other financial institutions have made available to the Borrower a secured revolving credit facility on the terms and conditions contained in that certain Fifth Amended and Restated Credit Agreement dated as of August 4, 2000 (as amended and in effect immediately prior to the date hereof, the "Existing Credit Agreement") by and among the Borrower, such Lenders, such other financial institutions, and Wells Fargo Bank, National Association, as Agent;

WHEREAS, pursuant to the various documents, instruments and agreements described in Part I of Schedule 1.1.(A) (as such documents, instruments and agreements have been amended and are in effect immediately prior to the date hereof, the "Existing Debt Agreements"), by and between the Borrower (or one of other Loan Parties) and the financial institutions party thereto (the "Existing Lenders"), the Existing Lenders have made various financial accommodations available to such Loan Party, and such Loan Party's obligations owing under the Existing Debt Agreements are secured by the various documents, instruments and agreements described in Part II of Schedule 1.1.(A)(the "Existing Security Documents"); WHEREAS, the Existing Lenders and Wells Fargo have entered into various assignment documents dated as of the date hereof (the "Existing Debt Assignment Agreements") pursuant to which such parties provided for, among other things, the assignment by the Existing Lenders to Wells Fargo of each such Existing Lender's rights and obligations under the applicable Existing Debt Agreements and the other documents, instruments and agreements executed and delivered by the applicable Loan Party in connection with such Existing Debt Agreements;

WHEREAS, the Agent and the Lenders desire to amend and restate the Existing Credit Agreement in order to make available to the Borrower a $255,000,000 secured revolving credit facility, which will include a swingline subfacility and a letter of credit subfacility, on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree that the Existing Credit Agreement is amended and restated in its entirety as follows:

ARTICLE I. DEFINITIONS

Section 1.1. Definitions.

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

"Additional Costs" has the meaning given that term in Section 5.1.

"Adjusted Asset Value" means, as of a given date, the sum of: (a)(i) EBITDA attributable to malls and power centers for the fiscal quarter most recently ended times (ii) 4; divided by (iii) 8.5% plus (b)(i) EBITDA attributable to all other assets for the fiscal quarter most recently ended times (ii) 4; divided by (iii) 9.25%. In determining Adjusted Asset Value (i) EBITDA attributable to real estate properties acquired during such fiscal quarter, and EBITDA attributable to Properties development of which was completed during such fiscal quarter, shall be disregarded, (ii) EBITDA attributable to any Property which is currently under development shall be excluded, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, only the Borrower's Ownership Share of the EBITDA attributable to such Subsidiary shall be used when determining Adjusted Asset Value, and (iv) EBITDA shall be attributed to malls and power centers based on the ratio of (x) revenues less property operating expenses (to be determined exclusive of interest expense, depreciation and general and administrative expenses) of malls and power centers to (y) total revenues less total property operating expenses (similarly determined), such revenues and expenses to be determined on a quarterly basis in a manner consistent with the Parent's method of reporting of segment information in the notes to its financial statements for the fiscal quarter ended September 30, 2002 as filed with the Securities and Exchange Commission, and otherwise in a manner reasonably acceptable to the Agent. In addition, in the case of any operating Property acquired in the immediately preceding period of twelve consecutive months for a purchase price indicative of a capitalization rate of less than 8.5%, EBITDA attributable to such Property shall be excluded from the determination of Adjusted Asset Value.

"Advance" means a Revolving Advance or a Swingline Loan.

"Affiliate" means any Person (other than the Agent or any Lender): (a) directly or indirectly controlling, controlled by, or under common control with, the Borrower; (b) directly or indirectly owning or holding ten percent (10.0%) or more of any Equity Interest in the Borrower; or (c) ten percent (10.0%) or more of whose voting stock or other Equity Interests are directly or indirectly owned or held by the Borrower. For purposes of this definition, "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or otherwise. The Affiliates of a Person shall include any officer or director of such Person. In no event shall the Agent or any Lender be deemed to be an Affiliate of the Borrower.

"Agent" means Wells Fargo Bank, National Association or any successor Agent appointed pursuant to Section 12.10.

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

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

"Appraisal" means, with respect to any Property, an M.A.I. appraisal commissioned by and addressed to the Agent (acceptable to the Agent as to form, substance and appraisal date), prepared by a professional appraiser acceptable to the Agent, having at least the minimum qualifications required under Applicable Law governing the Agent and the Lenders, including without limitation, FIRREA, and determining the "as is" market value of such Property as between a willing buyer and a willing seller.

"Appraised Value" means, with respect to any Collateral Property, the "as is" market value of such Collateral Property as set forth in the most recent Appraisal of such Collateral Property as the same may have been reasonably adjusted by the Agent based upon its internal review of such Appraisal which is based on criteria and factors then generally used and considered by the Agent in determining the value of similar real estate properties, which review shall be conducted prior to acceptance of such Appraisal by the Agent and in any event within 7 Business Days after receipt by the Agent of such Appraisal. If an Appraisal of a Property is performed after the occurrence of either (a) a casualty affecting such Property or (b) a condemnation of a portion of such Property which results in a loss of less than 10% of the acreage of the Property and of no portion of the principal structures, but prior to complete restoration of the same, the Appraised Value shall, to the extent permitted by applicable regulations, be made on an "as-restored" basis.

"Assignee" has the meaning given that term in Section 13.5.(c).

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

"Assignment of Leases and Rents" means an assignment of leases and rents executed by the Borrower or a Subsidiary of the Borrower in favor of the Agent for the benefit of the Lenders in form and substance satisfactory to the Agent.

"Base Rate" means the Federal Funds Rate plus one percent (1.0%). Such rate may not be the lowest rate charged by the Lender then acting as Agent or any of the other Lenders on similar loans or extensions of credit. Each change in the Base Rate shall become effective without prior notice to the Borrower or the Lenders automatically as of the opening of business on the date of such change in the Base Rate.

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

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

"Borrowing Base" means an amount equal to the lesser of (a) 75% of the Appraised Value of all Collateral Properties and (b) the Permanent Loan Estimate of all Collateral Properties. So long as any of the following conditions exist with respect to a Collateral Property, the amount of the Borrowing Base attributable to a Collateral Property shall equal $0: (x) such Collateral Property shall not be an Eligible Property, (y) the Agent shall not hold a valid and perfected first priority Lien in such Property, or (z) an Event of Default under and as defined under a Collateral Document encumbering such Collateral Property shall exist.

"Borrowing Base Certificate" means a report in substantially the form of Exhibit B, certified by a Senior Officer, the controller or the chief accounting officer of the Borrower, setting forth the calculations required to establish the Borrowing Base for all Collateral Properties as of a specified date, all in form and detail satisfactory to the Agent.

"Business Day" means (a) any day other than a Saturday, Sunday or other day on which banks in San Francisco, California are authorized or required to close and (b) with reference to a LIBOR Advance, any such day that is also a day on which dealings in Dollar deposits are carried out in the London interbank market.

"Collateral" means any real or personal property, including, but not limited to the Collateral Properties, directly or indirectly securing any of the Obligations or any other obligation of a Person under or in respect of any Loan Document to which it is a party, and includes, without limitation, all property subject to a Lien created by a Collateral Document.

"Collateral Document" means any Guaranty, the Parent Guaranty, any Security Deed, any Assignment of Leases and Rents, any Property Management Contract Assignments, and any other security agreement, financing statement, or other document, instrument or agreement creating, evidencing or perfecting the Agent's Liens in any of the Collateral.

"Collateral Property" means a Property which satisfies the following requirements as confirmed by the Agent: (a) pursuant to Section 4.1., the Agent and the Requisite Lenders have agreed to include such property in calculations of the Borrowing Base and (b) all of the conditions contained in Section 6.3. have been satisfied with respect to such Property.

"Commitment" means, as to each Lender, such Lender's obligation to make Revolving Advances pursuant to Section 2.1., to participate in Letters of Credit pursuant to Section 2.2.(i), and to participate in Swingline Loans pursuant to
Section 2.3.(e), in an amount up to, but not exceeding the amount set forth for such Lender on its signature page hereto as such Lender's "Commitment Amount" or as set forth in the applicable Assignment and Acceptance Agreement, as the same may be reduced from time to time pursuant to Section 2.12. or otherwise pursuant to the terms of this Agreement or as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 13.5.

"Commitment Percentage" as to each Lender, the ratio, expressed as a percentage, of (a) the amount of such Lender's Commitment to (b) the aggregate amount of the Commitments of all Lenders hereunder; provided, however, that if at the time of determination the Commitments have terminated or been reduced to zero, the "Commitment Percentage" of each Lender shall be the Commitment Percentage of such Lender in effect immediately prior to such termination or reduction.

"Compliance Certificate" has the meaning given that term in Section 9.3.

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

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

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

"Debt Service" means, with respect to a Person and for a given period, the sum of the following: (a) such Person's Interest Expense for such period;
(b) regularly scheduled principal payments on Indebtedness of such Person made during such period, other than any balloon, bullet or similar principal payment payable on any Indebtedness of such Person which repays such Indebtedness in full; and (c) such Person's Ownership Share of the amount of any payments of the type described in the immediately preceding clause (b) of Unconsolidated Affiliates of such Person.

"Default" means any of the events specified in Section 11.1., whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

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

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

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

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

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

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

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

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

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

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

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

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

(i) the Parent's Ownership Share of interest expense of Unconsolidated Affiliates of the Parent for such period.

"Effective Date" means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 6.1. shall have been fulfilled or waived in accordance with the provisions of Section 13.6.

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

"Eligible Property" means a Property which satisfies all of the following requirements as confirmed by the Agent:

(a) such Property is owned in fee simple (or, with the consent of the Requisite Lenders, leased) by the Borrower or a Wholly Owned Subsidiary;

(b) such Property is located in a State of the United States of America or in the District of Columbia; and

(c) whether such Property is owned by the Borrower or a Wholly Owned Subsidiary, the Borrower has the right directly, or indirectly through Wholly Owned Subsidiaries, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Property as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Property.

"Environmental Indemnity Agreement" means an Environmental Indemnity Agreement executed by the Borrower and any Wholly Owned Subsidiary of the Borrower in favor of the Agent and the Lenders and substantially in the form of Exhibit C.

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

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

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

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

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

"Event of Default" means any of the events specified in Section 11.1., provided that any requirement for notice or lapse of time or any other condition has been satisfied.

"Existing Credit Agreement" has the meaning given that term in the first "WHEREAS" clause of this Agreement.

"Existing Debt Agreements" has the meaning given that term in the first "WHEREAS" clause of this Agreement.

"Existing Debt Assignment Agreements" has the meaning given that term in the second "WHEREAS" clause of this Agreement.

"Existing Lenders" has the meaning given that term in the second "WHEREAS" clause of this Agreement.

"Existing Security Documents" has the meaning given that term in the second "WHEREAS" clause of this Agreement.

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

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

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

"FIRREA" means the Financial Institution Recovery, Reform and Enforcement Act of 1989, as amended.

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

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

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

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

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

(a) Adjusted Asset Value at such time;

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

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

(d) the book value of all unimproved real property of the Parent and its Subsidiaries determined on a consolidated basis;

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

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

(ii) any operating Property acquired in the immediately preceding period of twelve consecutive months for a purchase price indicative of a capitalization rate of less than 8.5%; provided, that if the Parent or a Subsidiary acquired such Property together with other Properties or other assets and paid an aggregate purchase price for such Properties and other assets, then the Parent shall allocate the portion of the aggregate purchase price attributable to such Property in a manner consistent with reasonable accounting practices;

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

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

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

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

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

"Guarantor" means any Person that has executed, or is required to execute, a Guaranty as a "Guarantor."

"Guaranty", "Guaranteed" or to "Guarantee" as applied to any obligation means and includes (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation. As the context requires, "Guaranty" shall also mean each guaranty executed and delivered pursuant to Section 6.1. or 6.3. and substantially in the form of Exhibit D.

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

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

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

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

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

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

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

(c) capitalized lease obligations of such Person;

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

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

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

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

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

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

"Interest Period" means,

(a) with respect to any LIBOR Advance that is a Revolving Advance, each period commencing on the date such LIBOR Advance is made or the last day of the next preceding Interest Period for such Advance and ending on the numerically corresponding day in the first, second, third, sixth or, if available, twelfth calendar month thereafter, as the Borrower may select in a Notice of Borrowing, Notice of Continuation or Notice of Conversion, as the case may be, except that each such Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. In addition to such periods, with the prior consent of each Lender in each case, the Interest Period of a LIBOR Advance may have a duration of at least 7, but not more than 30, days; and

(b) with respect to any LIBOR Advance that is a Swingline Loan, each period commencing on the date such LIBOR Advance is made and ending on the date 7 Business Days thereafter, as the Borrower may select in a Notice of Swingline Borrowing.

Notwithstanding the foregoing: (i) if any Interest Period would otherwise end after the Termination Date (or, in the case of a Swingline Loan, the Swingline Termination Date), such Interest Period shall end on the Termination Date (or, in the case of a Swingline Loan, the Swingline Termination Date)); (ii) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the next Business Day (or, if such next Business Day falls in the following calendar month, then on the prior Business Day); and (iii) notwithstanding the immediately preceding clauses (i) and (ii), except in the case of Swingline Loans, no Interest Period shall have a duration of less than one month and, if the Interest Period for any Advance would otherwise be a shorter period, such Advance shall not be available hereunder for such period.

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

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

"Jacobs Credit Agreement" means that certain Loan Agreement dated as of January 31, 2001 by and among the Borrower, the financial institutions party thereto as "Lenders," and Wells Fargo, as Agent.

"L/C Commitment Amount" has the meaning given to that term in Section 2.2.(a).

"Lender" means each financial institution from time to time party hereto as a "Lender", together with its respective successors and permitted assigns, and, as the context requires, includes the Swingline Lender.

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

"Letter of Credit" has the meaning given that term in Section 2.2.(a).

"Letter of Credit Documents" means, with respect to any Letter of Credit, 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.

"Letter of Credit Liabilities" means, without duplication, at any time and in respect of any Letter of Credit, the sum of (a) the Stated Amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the Borrower at such time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, a Lender (other than the Lender then acting as Agent) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest under Section 2.2.(i) in the related Letter of Credit, and the Lender then acting as Agent shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to the acquisition by the Lenders (other than the Lender then acting as Agent of their participation interests under such Section).

"LIBOR" means, for any LIBOR Advance for any Interest Period therefor, the average rate of interest per annum (rounded upwards, if necessary, to the next highest 1/16th of 1%) at which deposits in immediately available funds in Dollars are offered to the Lender then acting as Agent (at approximately 9:00
a.m. San Francisco time, two Business Days prior to the first day of such Interest Period) by first class banks in the London interbank market where the Eurodollar operations of the Lender then acting as Agent are customarily conducted, for delivery on the first day of such Interest Period, such deposits being for a period of time equal or comparable to such Interest Period and in an amount equal to or comparable to the principal amount of the LIBOR Advance to which such Interest Period relates. Each determination of LIBOR by the Lender then acting as Agent shall, in the absence of demonstrable error, be conclusive and binding.

"LIBOR Advance" means a Revolving Advance or Swingline Loan bearing interest at a rate based on LIBOR.

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

"Loan" means the aggregate principal amount of outstanding Advances and Swingline Loans.

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

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

"Major Leases" means, with respect to any Collateral Property, (i) any lease of 50,000 or more leasable square feet, in the case of any Property which is a regional mall, or 20,000 or more leasable square feet, in the case of any Property which is a strip center, or (ii) collectively, the leases of space in the Properties by one or more tenants which are affiliates and which operate under separate leases of space within the Properties if the aggregate leasable square footage leased by such affiliates is 50,000 or more leasable square feet, in the case of any Property which is a regional mall, or 20,000 or more leasable square feet, in the case of any Property which is a strip center.

"Major Property-Level Agreements" means (a) each operating, cross-easement, restrictions or similar agreement encumbering or affecting a Collateral Property and any adjoining property material to the use and operation of such Property; (b) each management agreement with respect to a Collateral Property; and (c) any other agreement which in any way relates to the use, occupancy, operation, maintenance, enjoyment or ownership of a Collateral Property, the breach or loss of which would have a material adverse effect on such Property.

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

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

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

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

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

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

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

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

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

"Note" means a Revolving Note or the Swingline Note.

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

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

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

"Notice of Swingline Borrowing" means a notice substantially in the form of Exhibit H to be delivered to the Swingline Lender pursuant to Section 2.3.(b) evidencing the Borrower's request for a Swingline Loan.

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

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

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

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

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

"Participant" has the meaning given that term in Section 13.5.(b).

"Permanent Loan Estimate" means, as of any date of determination and with respect to any Collateral Property, an amount equal to (a) the Net Operating Income of such Collateral Property divided by (b) the product of (i) 1.25 and (ii) the mortgage constant for a 25-year loan bearing interest at a per annum rate equal to the average rate published in the United States Federal Reserve Statistical Release (H.15) for 10-year Treasury Constant Maturities during the previous four fiscal quarters plus 1.5%.

"Permitted Deficiency" has the meaning given that term in Section 11.5.

"Permitted Liens" means, with respect to any asset or property of a Person,

(a) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which are not at the time required to be paid or discharged under Section 8.5.;

(b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workmen's compensation, unemployment insurance or similar Applicable Laws;

(c) Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which do not materially detract from the value of such property or impair the use thereof in the business of such Person;

(d) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person;

(e) Liens in favor of the Agent for the benefit of the Lenders; and

(f) in the case of any Collateral encumbered by a Collateral Document, other Liens expressly permitted by such Collateral Document.

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

"Prime Rate" means the rate of interest per annum publicly announced from time to time by the Lender then acting as Agent at its principal office as its "prime rate" (which rate of interest may not be the lowest rate charged by Wells Fargo Bank, National Association or any of the other Lenders on similar loans).

"Principal Office" means 120 E. Park Place, Suite 100, El Segundo, California 90245, or such other office as the Agent may notify the Borrower.

"Principals" means (a) Charles B. Lebovitz, John N. Foy, Ben S. Landress, Stephen Lebovitz, Michael Lebovitz and/or Ron Fullam, Jr., (b) any of such individual's immediate family members consisting of his spouse and his lineal descendants (whether natural or adopted), (c) a trust, partnership or other similar entity of which any of the Persons identified in either of the immediately preceding clauses (a) or (b) are the sole beneficiaries of all of the interest therein, and (d) any Subsidiary of any of the Persons identified in any of the immediately preceding clauses (a) through (c), so long as any of the individuals identified in the immediately preceding clause (a) owns or controls at least 10% of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (without regard to the occurrence of any contingency).

"Property" 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.

"Property Management Agreements" means, collectively, all agreements entered into by the Borrower or any other Loan Party pursuant to which the Borrower or such other Loan Party engages a Person to advise it with respect to the management of a given Property.

"Property Management Contract Assignment" means a Property Management Contract Assignment executed by the Borrower or any other Loan Party in favor of the Agent for the benefit of the Lenders in form and substance satisfactory to the Agent. Such document may, at the Agent's election, constitute a subordination of Property Management Agreement, rather than an assignment thereof.

"Protective Advance" means all sums expended as determined by the Agent to be necessary or appropriate after the Borrower fails to do so when required:
(a) to protect the validity, enforceability, perfection or priority of the Liens in any of the Collateral and the instruments evidencing the Obligations; or (b) to protect any of the Collateral from being materially damaged, impaired, mismanaged or taken, including, without limitation, any amounts expended in connection therewith in accordance with Section 13.2.

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

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

"Reimbursement Obligation" means the absolute, unconditional and irrevocable obligation of the Borrower to reimburse the Agent for any drawing honored by the Agent under a Letter of Credit.

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

"Requisite Lenders" means, as of any date, Lenders having at least 66-2/3% of the aggregate amount of the Commitments, or, if the Commitments have been terminated or reduced to zero, such Lenders holding at least 66-2/3% of the principal amount of the Advances and Letter of Credit Liabilities.

"Restricted Payment" means any of the following:

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

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

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

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

"Revolving Advance" means a loan made by a Lender to the Borrower pursuant to Section 2.1.(a).

"Revolving Note" means a promissory note of the Borrower substantially in the form of Exhibit I, payable to the order of a Lender in a principal amount equal to the amount of such Lender's Commitment as originally in effect and otherwise duly completed.

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

"Security Deed" means a Deed to Secure Debt, Deed of Trust or other Mortgage executed by the Borrower or a Wholly Owned Subsidiary of the Borrower in favor of the Agent substantially in the form of Exhibit J.

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

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

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

"Stated Amount" means the amount available to be drawn by a beneficiary under a Letter of Credit from time to time, as such amount may be increased or reduced from time to time in accordance with the terms of such Letter of Credit.

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

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

"Swingline Commitment" means the Swingline Lender's obligation to make Swingline Loans pursuant to Section 2.3. in an amount up to, but not exceeding the amount set forth in Section 2.3., as such amount may be reduced from time to time in accordance with the terms hereof.

"Swingline Lender" means Wells Fargo Bank, National Association, together with its respective successors and assigns.

"Swingline Loan" means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.3.

"Swingline Note" means a promissory note of the Borrower substantially in the form of Exhibit K, payable to the order of the Swingline Lender in a principal amount equal to the amount of the Swingline Commitment as originally in effect and otherwise duly completed.

"Swingline Termination Date" means the date which is 7 Business Days prior to the Termination Date.

"Tangible Net Worth" means, as of a given date, the stockholders' equity of the Parent and its Subsidiaries determined on a consolidated basis plus (x) increases in accumulated depreciation accrued after September 30, 2002 and (y) minority interests in the Borrower minus (to the extent reflected in determining stockholders' equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets contained in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) all amounts appearing on the assets side of any such balance sheet for assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis.

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

"Termination Date" means February 28, 2006, or such later date to which such date may be extended in accordance with Section 2.13.

"Tie-In Jurisdiction" means a jurisdiction in which a "tie-in" endorsement may be obtained for a title insurance policy covering property located in such jurisdiction which endorsement effectively ties coverage to other title insurance policies covering properties located in other jurisdictions.

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

(a) all letter of credits of such Person;

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

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

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

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

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

For purposes of this definition:

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

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

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

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

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

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

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

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

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

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

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

Section 1.2. General; References to San Francisco Time.

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

ARTICLE II. CREDIT FACILITY

Section 2.1. Revolving Advances.

(a) Making of Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including without limitation, Section 2.15. below, each Lender severally and not jointly agrees to make Revolving Advances to the Borrower during the period from and including the Effective Date to but excluding the Termination Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, the lesser of (i) the amount of such Lender's Commitment and (ii) such Lender's Commitment Percentage of the Borrowing Base. Each borrowing of Revolving Advances shall be in an aggregate principal amount of $100,000 and integral multiples of $1,000 in excess of that amount (except that any borrowing of Revolving Advances may be in the aggregate amount of the unused Commitments). Within the foregoing limits and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Advances.

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

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

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

Section 2.2. Letters of Credit.

(a) Letters of Credit. Subject to the terms and conditions of this Agreement, including without limitation, Section 2.15., the Agent, on behalf of the Lenders, agrees to issue for the account of the Borrower during the period from and including the Effective Date to, but excluding, the date 30 days prior to the Termination Date, one or more standby letters of credit (each a "Letter of Credit") up to a maximum aggregate Stated Amount at any one time outstanding not to exceed $50,000,000 as such amount may be reduced from time to time in accordance with the terms hereof (the "L/C Commitment Amount").

(b) Terms of Letters of Credit. At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the Agent and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the Termination Date, (ii) any Letter of Credit have an initial duration in excess of one year, or (iii) any Letter of Credit contain an automatic renewal provision. The initial Stated Amount of each Letter of Credit shall be at least $200,000.

(c) Requests for Issuance of Letters of Credit. The Borrower shall give the Agent notice at least 4 Business Days prior to the requested date of issuance of a Letter of Credit, such notice to describe in reasonable detail the proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit, and in any event shall set forth with respect to such Letter of Credit the proposed (i) initial Stated Amount, (ii) the beneficiary, and (iii) expiration date. The Borrower shall also execute and deliver such customary applications and agreements for standby letters of credit, and other forms as reasonably requested from time to time by the Agent. Provided the Borrower has given the notice prescribed by the first sentence of this subsection and delivered such application and agreements referred to in the preceding sentence, subject to the other terms and conditions of this Agreement, including the satisfaction of any applicable conditions precedent set forth in Article 6.2., the Agent shall issue the requested Letter of Credit on the requested date of issuance for the benefit of the stipulated beneficiary but in any event no later than the date 4 Business Days following the date after which the Agent has received all of the items required to be delivered to it under this subsection. Upon the written request of the Borrower, the Agent shall deliver to the Borrower a copy of (i) any Letter of Credit proposed to be issued hereunder prior to the issuance thereof and (ii) each issued Letter of Credit within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of Credit Document is inconsistent with a term of any Loan Document, the term of such Loan Document shall control.

(d) Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand. The Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit at or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Lender that has acquired a participation therein under the second sentence of the immediately following subsection (i) such Lender's Commitment Percentage of such payment.

(e) Manner of Reimbursement. Promptly after payment by the Agent of any amount drawn under a Letter of Credit, the Agent shall give each Lender prompt notice thereof including the amount of the payment, specifying such Lender's Commitment Percentage of the amount of the payment and the provisions of subsection (j) of this Section shall apply.

(f) Effect of Letters of Credit on Commitments. Upon the issuance by the Agent of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the Commitment of each Lender shall be deemed to be utilized for all purposes of this Agreement in an amount equal to the product of
(i) such Lender's Commitment Percentage and (ii) the sum of (A) the Stated Amount of such Letter of Credit plus (B) any related Reimbursement Obligations then outstanding.

(g) Agent's Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement Obligations. In examining documents presented in connection with drawings under Letters of Credit and making payments under such Letters of Credit against such documents, the Agent shall only be required to use the same standard of care as it uses in connection with examining documents presented in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters of credit. The Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Agent nor any of the Lenders shall be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under any Letter of Credit even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telex, telecopy or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit, or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit, or of the proceeds of any drawing under any Letter of Credit; or
(viii) any consequences arising from causes beyond the control of the Agent or the Lenders. None of the above shall affect, impair or prevent the vesting of any of the Agent's rights or powers hereunder. Any action taken or omitted to be taken by the Agent under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create against the Agent any liability to the Borrower or any Lender. In this connection, the obligation of the Borrower to reimburse the Agent for any drawing made under any Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement or any other applicable Letter of Credit Document under all circumstances whatsoever, including without limitation, the following circumstances: (A) any lack of validity or enforceability of any Letter of Credit Document or any term or provisions therein; (B) any amendment or waiver of or any consent to departure from all or any of the Letter of Credit Documents; (C) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against the Agent, any Lender, any beneficiary of a Letter of Credit or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or in the Letter of Credit Documents or any unrelated transaction; (D) any breach of contract or dispute between the Borrower, the Agent, any Lender or any other Person; (E) any demand, statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein or made in connection therewith being untrue or inaccurate in any respect whatsoever; (F) any non-application or misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; (G) payment by the Agent under the Letter of Credit against presentation of a draft or certificate which does not strictly comply, but which does substantially comply, with the terms of the Letter of Credit; and (H) any other act, omission to act, delay or circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable defense to or discharge of the Borrower's Reimbursement Obligations.

(h) Amendments, Etc. The issuance by the Agent of any amendment, supplement or other modification to any Letter of Credit shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the Agent), and no such amendment, supplement or other modification shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Agent and Requisite Lenders shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section 3.5.(c).

(i) Lenders' Participation in Letters of Credit. Immediately upon the issuance by the Agent of any Letter of Credit each Lender shall be deemed to have absolutely, irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender's Commitment Percentage of the liability of the Agent with respect to such Letter of Credit and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Agent to pay and discharge when due, such Lender's Commitment Percentage of the Agent's liability under such Letter of Credit. In addition, upon the making of each payment by a Lender to the Agent in respect of any Letter of Credit pursuant to the immediately following subsection (j), such Lender shall, automatically and without any further action on the part of the Agent or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to the Agent by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage equal to such Lender's Commitment Percentage in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the Fees payable to the Agent pursuant to the last sentence of Section 3.5.(c)).

(j) Payment Obligation of Lenders. Each Lender severally agrees to pay to the Agent on demand in immediately available funds in Dollars the amount of such Lender's Commitment Percentage of each drawing paid by the Agent under each Letter of Credit; provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Lender shall be required to fund, whether as a Revolving Advance or as a participation, shall not exceed such Lender's Commitment Percentage of such drawing. The amount a Lender pays to the Agent under this subsection shall be deemed to be an Advance by such Lender if, at the time of such payment, the Borrower is not prohibited from obtaining Advances under this Agreement. Further, any such Advance shall be a LIBOR Advance having an Interest Period of one month unless otherwise prohibited by this Agreement, including without limitation, the terms of Section 2.9., in which case each such Advance shall be deemed to be a Base Rate Advance. Each Lender's obligation to make such payments to the Agent under this subsection, and the Agent's right to receive the same, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Lender to make its payment under this subsection, (ii) the financial condition of the Borrower, any other Loan Party or the Parent, (iii) the existence of any Default or Event of Default, including any Event of Default described in Sections 11.1.(e) or (f) or (iv) the termination of the Commitments. Each such payment to the Agent shall be made without any offset, abatement, withholding or deduction whatsoever.

(k) Information to Lenders. Promptly following any change in Letters of Credit outstanding, the Agent shall deliver to each Lender and the Borrower a notice describing the aggregate amount of all Letters of Credit outstanding at such time. Upon the request of any Lender from time to time, the Agent shall deliver any other information reasonably requested by such Lender with respect to each Letter of Credit then outstanding. Other than as set forth in this subsection, the Agent shall have no duty to notify the Lenders regarding the issuance or other matters regarding Letters of Credit issued hereunder. The failure of the Agent to perform its requirements under this subsection shall not relieve any Lender from its obligations under the immediately preceding subsection (j).

Section 2.3. Swingline Loans.

(a) Swingline Loans. Subject to the terms and conditions hereof, including without limitation Section 2.15., the Swingline Lender agrees to make Swingline Loans to the Borrower, during the period from the Effective Date to but excluding the Swingline Termination Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, $50,000,000, as such amount may be reduced from time to time in accordance with the terms hereof. If at any time the aggregate principal amount of the Swingline Loans outstanding at such time exceeds the Swingline Commitment in effect at such time, the Borrower shall no later than 2 days following the Agent's demand pay the Agent for the account of the Swingline Lender the amount of such excess. Subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder.

(b) Procedure for Borrowing Swingline Loans. The Borrower shall give the Agent and the Swingline Lender notice of a borrowing of a Swingline Loan pursuant to a Notice of Swingline Borrowing delivered no later than 9:00 a.m. San Francisco time on the proposed date of such borrowing. If the Borrower intends to repay all or any portion of such Swingline Loan with the proceeds of Revolving Advances, then the Borrower shall also deliver to the Agent together with such Notice of Swingline Borrowing a Notice of Borrowing for such Revolving Advances. Not later than 10:00 a.m. San Francisco time on the date of the requested Swingline Loan and subject to satisfaction of the applicable conditions set forth in Article 6.2. for such borrowing, the Swingline Lender will make the proceeds of such Swingline Loan available to the Borrower in Dollars, in immediately available funds, at the account specified by the Borrower in the Notice of Swingline Borrowing.

(c) Interest. Swingline Loans shall bear interest at a per annum rate equal to LIBOR (as such rate is referenced on the date such Swingline Loan is made) with an Interest Period of 7 Business Days (as designated by the Borrower in the Notice of Swingline Borrowing) plus one percent (1.0%), or at such other rate or rates as the Borrower and the Swingline Lender may agree from time to time in writing. All accrued and unpaid interest on Swingline Loans shall be payable on the dates and in the manner provided in Section 2.4.

(d) Swingline Loan Amounts, Etc. Each Swingline Loan shall be in the minimum amount of $100,000 and integral multiples of $1,000 in excess thereof, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. Any voluntary prepayment of a Swingline Loan must be in integral multiples of $1,000 or the aggregate principal amount of all outstanding Swingline Loans (or such other minimum amounts upon which the Swingline Lender and the Borrower may agree) and in connection with any such prepayment, the Borrower must give the Swingline Lender prior notice thereof no later than 10:00
a.m. San Francisco time on the day prior to the date of such prepayment. The Swingline Loans shall, in addition to this Agreement, be evidenced by the Swingline Note.

(e) Repayment and Participations of Swingline Loans. The Borrower agrees to repay each Swingline Loan within 2 Business Days of demand therefor by the Swingline Lender and, in any event, within 7 Business Days after the date such Swingline Loan was made; provided, however, that if such Swingline Loan is made for the sole purpose of compensating for a deficiency in a requested Revolving Advance created by a Defaulting Lender, or a Lender shall fail to purchase an interest in a portion of a Swingline Loan required to be acquired by such Lender hereunder, then such Swingline Loan (or portion thereof) must be repaid within 60 Business Days after the date such Swingline Loan was made. Notwithstanding the foregoing, the Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swingline Loans on the Swingline Termination Date (or such earlier date as the Swingline Lender and the Borrower may agree in writing). In lieu of demanding repayment of any outstanding Swingline Loan from the Borrower, the Swingline Lender may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), request a borrowing of LIBOR Advances from the Lenders in an amount equal to the principal balance of such Swingline Loan and having an initial Interest Period of one month; provided, however, if at such time the Borrower is not permitted to borrow LIBOR Advances, then such borrowing shall be Base Rate Advances. The amount limitations contained in the second sentence of
Section 2.1. shall not apply to any borrowing of Revolving Advances made pursuant to this subsection. The Swingline Lender shall give notice to the Agent of any such borrowing of Revolving Advances not later than 10:00 a.m. San Francisco time at least one Business Day prior to the proposed date of such borrowing. Each Lender will make available to the Agent at the Principal Office for the account of the Swingline Lender, in immediately available funds, the proceeds of the Revolving Advance to be made by such Lender. The Agent shall pay the proceeds of such Revolving Advances to the Swingline Lender, which shall apply such proceeds to repay such Swingline Loan. If the Lenders are prohibited from making Advances required to be made under this subsection for any reason whatsoever, including without limitation, the occurrence of any of the Defaults or Events of Default described in Sections 11.1.(e) or (f), each Lender shall purchase from the Swingline Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender's Commitment Percentage of such Swingline Loan, by directly purchasing a participation in such Swingline Loan in such amount and paying the proceeds thereof to the Agent for the account of the Swingline Lender in Dollars and in immediately available funds. A Lender's obligation to purchase such a participation in a Swingline Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have or claim against the Agent, the Swingline Lender or any other Person whatsoever, (ii) the occurrence or continuation of a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in Sections 11.1.(e) or (f)), or the termination of any Lender's Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Loan Document by the Agent, any Lender or the Borrower or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof, at the Federal Funds Rate. If such Lender does not pay such amount forthwith upon the Swingline Lender's demand therefor, and until such time as such Lender makes the required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Lenders to purchase a participation therein). Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Advances, and any other amounts due it hereunder, to the Swingline Lender to fund Swingline Loans in the amount of the participation in Swingline Loans that such Lender failed to purchase pursuant to this Section until such amount has been purchased (as a result of such assignment or otherwise).

Section 2.4. Rates and Payment of Interest on Advances.

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

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

(ii) during such periods as such Revolving Advance is a LIBOR Advance, at LIBOR for such Revolving Advance for the Interest Period therefor, plus 1.0%.

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

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

Section 2.5. Number of Interest Periods.

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

Section 2.6. Repayment of Advances.

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

Section 2.7. Prepayments.

(a) Optional. Subject to Section 5.4., the Borrower may prepay any Advance at any time without premium or penalty. The Borrower shall give the Agent at least 3 Business Days prior notice of the prepayment of any Advance. Each voluntary prepayment of Revolving Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof.

(b) Mandatory.

(i) Commitment Overadvance. If at any time the aggregate principal amount of all outstanding Advances, together with the aggregate amount of all Letter of Credit Liabilities, exceeds the aggregate amount of the Commitments, the Borrower shall no later than 2 days following the Agent's demand, pay to the Agent for the account of the Lenders, the amount of such excess.

(ii) Borrowing Base Overadvance. If at any time the aggregate principal amount of all outstanding Advances, together with the aggregate amount of all Letter of Credit Liabilities, exceeds the Borrowing Base, the Borrower shall, within 30 days of the earlier of (A) receipt by the Borrower of notice from the Agent stating that such excess exists or (B) the date the Borrower delivers (or was required to deliver) a Borrowing Base Certificate indicating the existence of such excess, deliver to the Agent for prompt distribution to each Lender a written plan acceptable to all of the Lenders to eliminate such excess. If such excess is not eliminated within 90 days of the earlier of receipt by the Borrower of such notice or the date the Borrower delivers (or was required to deliver) such Borrowing Base Certificate, an Event of Default shall be deemed to have occurred hereunder.

All payments under this subsection (b) shall be applied to pay all amounts of excess principal outstanding on the applicable Advances and any applicable Reimbursement Obligations in accordance with Section 3.2., and the remainder, if any, shall be paid to the Borrower or whomever else may be legally entitled to such remainder.

Section 2.8. Late Charges.

So long as the Default Rate is not payable with respect to the Obligations as provided in Section 2.4., if any payment required under this Agreement is not paid within 15 days after it becomes due and payable, the Borrower shall pay a late charge for late payment to compensate the Lenders for the loss of use of funds and for the expenses of handling the delinquent payment, in an amount equal to three percent (3.0%) of such delinquent payment. Such late charge shall be paid in any event not later than the due date of the next subsequent installment of principal and/or interest. In the event the maturity of the Obligations hereunder occurs or is accelerated pursuant to
Section 11.2., this Section shall apply only to payments overdue prior to the time of such acceleration. This Section shall not be deemed to be a waiver of the Lenders' right to accelerate payment of any of the Obligations as permitted under the terms of this Agreement.

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

(a) Continuation of LIBOR Advances. Subject to the other terms and conditions of this Agreement, including without limitation, the immediately following subsection (c), the Borrower may on any Business Day, with respect to any LIBOR Advance, elect to maintain such LIBOR Advance or any portion thereof as a LIBOR Advance by selecting a new Interest Period for such LIBOR Advance. Each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Agent a Notice of Continuation not later than 10:00 a.m. San Francisco time on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be in the form of a Notice of Continuation, specifying (i) the proposed date of such Continuation, (ii) the LIBOR Advance and portion thereof subject to such Continuation and (iii) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Advances outstanding hereunder. Each Continuation of LIBOR Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof. Promptly after receipt of a Notice of Continuation, the Agent shall notify each Lender of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Advance in accordance with this Section, such Advance will automatically, on the last day of the current Interest Period therefor, Continue as a LIBOR Advance having an Interest Period of one month.

(b) Conversion of LIBOR Advances. Subject to the other terms and conditions of this Agreement, including without limitation, the immediately following subsection (c), the Borrower may on any Business Day, upon the Borrower's giving of a Notice of Conversion to the Agent, Convert all or a portion of an Advance of one Type into an Advance of another Type. Any Conversion of a LIBOR Advance into a Base Rate Advance shall be made on, and only on, the last day of an Interest Period for such LIBOR Advance. Each such Notice of Conversion shall be given not later than 10:00 a.m. San Francisco time one Business Day prior to the date of any proposed Conversion into Base Rate Advances and three Business Days prior to the date of any proposed Conversion into LIBOR Advances. Promptly after receipt of a Notice of Conversion, the Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Advance to be Converted, (c) the portion of such Type of Advance to be Converted, (d) the Type of Advance such Advance is to be Converted into and (e) if such Conversion is into a LIBOR Advance, the requested duration of the Interest Period of such Advance. Each Conversion of Base Rate Advances into LIBOR Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof.

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

(x) none of the following exists as of the date of such Continuation or Conversion and none would exist immediately after giving effect thereto: (A) any Default under subsection (a), (b)(i),
(e) or (f) of Section 11.1., (B) any other Default as to which the Agent has given the Borrower notice and (C) an Event of Default; and

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

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

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

(i) if the Borrower has requested a borrowing of LIBOR Advances having an Interest Period of at least 7, but not more than 30, days and at least one Lender did not consent to such Interest Period, then the Borrower may request that such borrowing of Advances be Base Rate Advances; provided, however, that the Borrower shall repay such Base Rate Advances in full no later than 7 calendar days after such Advances have been made; and

(ii) if the obligation of any Lender to make LIBOR Advances or to Continue, or to Convert Base Rate Advances into, LIBOR Advances shall be suspended pursuant to Section 5.2. or Section 5.3., then Borrower may borrow Base Rate Advances as provided in Section 5.5.

Section 2.10. Notes.

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

Section 2.11. Increase in Commitments.
The Borrower shall have the right to request increases in the aggregate amount of the Commitments by providing notice to the Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $350,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders' relative Commitments and after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default is in existence on the effective date of such increase, (y) unless the Borrower can demonstrate to the reasonable satisfaction of the Agent that, after giving effect to such increase, the Borrower will be in compliance with Section 10.1. and (z) if any representation or warranty made or deemed made by the Borrower, any other Loan Party or the Parent, in any Loan Document to which such Person is a party is not (or would not be) materially true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request, (b) the Agent shall make appropriate arrangements so that the Borrower executes and delivers (which the Borrower agrees to do) a new or replacement Note, as appropriate, in favor of each new Lender, and any existing Lender increasing its Commitment, in the amount of such Lender's Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of Commitments and (c) the Borrower shall, and shall cause each Subsidiary that owns any Collateral Property, to execute such documents, instruments and agreements as the Agent may reasonably deem necessary or appropriate to preserve, protect, or maintain the priority of, any Lien purported to be granted under any of the Collateral Documents.

Section 2.12. Voluntary Reductions of the Commitment.

The Borrower may terminate or reduce the unused amount of the Commitments (for which purpose use of the Commitments shall be deemed to include the aggregate amount of Letter of Credit Liabilities and Swingline Loans) at any time and from time to time without penalty or premium upon not less than 5 Business Days prior notice to the Agent of each such reduction or termination, which notice shall specify the effective date thereof and, in the case of a reduction, the amount of such reduction (which shall not be less than $5,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be effective only upon receipt by the Agent. Promptly after receipt of any such notice the Agent shall notify each Lender of the proposed termination or Commitment reduction. The Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. The Borrower shall pay all interest and fees, on the Advances accrued to the date of such reduction or termination of the Commitments to the Agent for the account of the Lenders, including but not limited to any applicable compensation due to each Lender in accordance with Section 5.4. of this Agreement.

Section 2.13. Extension of Termination Date.

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

Section 2.14. Expiration or Maturity Date of Letters of Credit Past Termination Date.

If on the date the Commitments are terminated (whether voluntarily, by reason of the occurrence of an Event of Default or otherwise), there are any Letters of Credit outstanding hereunder, the Borrower shall, on such date, either (a) pay to the Agent an amount of money equal to the Stated Amount of such Letter(s) of Credit to be held by the Agent in an interest bearing account as cash collateral for the Letter of Credit Liabilities relating to such Letter(s) of Credit or (b) deliver to the Agent one or more letters of credit, each to be in form and substance, and issued by financial institutions, reasonably satisfactory to the Agent, having an aggregate stated amount at least equal to the Stated Amount of all such Letters of Credit less any amounts paid to the Agent to be held as cash collateral under the immediately preceding clause (a). If a drawing pursuant to any such Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower authorizes the Agent to use the monies paid to the Agent as cash collateral to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. If no drawing occurs on or prior to the expiration date of such Letter of Credit, the Agent shall pay to the Borrower (or to whomever else may be legally entitled thereto) the monies paid to the Agent to be held as cash collateral with respect to such outstanding Letter of Credit, together with all interest accrued thereon, on or before the date 5 days after the expiration date of such Letter of Credit.

Section 2.15. Amount Limitations.

Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make any Advance, and the Agent shall not be required to issue a Letter of Credit, if immediately after the making of such Advance or issuance of such Letter of Credit the aggregate principal amount of all outstanding Advances together with the aggregate amount of all Letter of Credit Liabilities would exceed either (a) the aggregate amount of the Commitments or (b) the Borrowing Base.

ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

Section 3.1. Payments.

Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Agent at the Principal Office, not later than 11:00 a.m. San Francisco time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.7., the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. In the event the Agent fails to pay such amounts to such Lender within one Business Day of receipt of such amounts, the Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

Section 3.2. Pro Rata Treatment.

Except to the extent otherwise provided herein: (a) each borrowing from Lenders under Section 2.1. shall be made from the Lenders, each payment of the fees under Sections 3.5.(a), (b) and (d) and the first sentence of Section 3.5.(c) shall be made for the account of the Lenders, and each termination or reduction of the amount of the Commitments under Section 2.12. shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (b) each payment or prepayment of principal of Revolving Advances by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Advances held by them, provided that if immediately prior to giving effect to any such payment in respect of any Revolving Advances the outstanding principal amount of the Revolving Advances shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Advances were made, then such payment shall be applied to the Revolving Advances in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Advances being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Advances by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Advances then due and payable to the respective Lenders; and (d) the Conversion and Continuation of Revolving Advances of a particular Type (other than Conversions provided for by Section 5.5.) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Advances and the then current Interest Period for each Lender's portion of each Revolving Advance of such Type shall be coterminous; and (e) the Lenders' participation in, and payment obligations in respect of, Swingline Loans under Section 2.3., shall be in accordance with their respective Commitment Percentages; and (f) the Lenders' participation in, and payment obligations in respect of, Letters of Credit under Section 2.2., shall be pro rata in accordance with their respective Commitment Percentages. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired a participating interest in any such Swingline Loan pursuant to Section 2.3.(e)).

Section 3.3. Sharing of Payments, Etc.

If a Lender shall obtain payment of any principal of, or interest on, any Advance under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of banker's lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.7., such Lender shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Advances made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.7., as applicable. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Advances or other Obligations owed to such other Lenders may, subject to the limitations of Section 13.3., exercise all rights of set-off, banker's lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Advances in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Section 3.4. Several Obligations.

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

Section 3.5. Fees.

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

(b) Annual Unused Fee. During the period from the Effective Date to but excluding the Termination Date, the Borrower agrees to pay to the Agent for the account of the Lenders an unused facility fee equal to the sum of the average daily amount by which the aggregate amount of the Commitments (as they may be reduced from time to time pursuant to Section 2.12. or increased from time to time in accordance with this Agreement) exceeds the aggregate outstanding principal balance of Revolving Advances and Letter of Credit Liabilities set forth in the table below multiplied by the corresponding per annum rate applicable to the entire excess:

--------------------------------------------------------------- --------------
  Amount by Which Commitments Exceeds Revolving Advances and         Unused Fee
                 Letter of Credit Liabilities
--------------------------------------------------------------- --------------
$0 to and including an amount equal to 50% of the aggregate             .125%
amount of Commitments
--------------------------------------------------------------- --------------
--------------------------------------------------------------- --------------
Greater than an amount equal to 50% of the aggregate amount             .250%
of Commitments
--------------------------------------------------------------- --------------

Such fee shall be computed on a daily basis for each calendar quarter during the term of this Agreement. Such fee shall be payable in arrears on the first day of each December, March, June or September, as applicable, immediately following each such calendar quarter. Any such accrued and unpaid fee shall also be payable on the Termination Date or any earlier date of termination of the Commitments or reduction of the Commitments to zero.

(c) Letter of Credit Fees. The Borrower agrees to pay to the Agent for the account of each Lender a letter of credit fee at a rate per annum equal to one percent (1.0%) of the daily average Stated Amount of each Letter of Credit for the period from and including the date of issuance of such Letter of Credit
(x) to and including the date such Letter of Credit expires or is terminated or
(y) to but excluding the date such Letter of Credit is drawn in full; provided, however, in no event shall the aggregate amount of such fee in respect of any Letter of Credit be less than $1,000. Such fee shall be nonrefundable and payable in arrears (i) quarterly on the first day of January, April, July and October, (ii) on the Termination Date, (iii) on the date the Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Agent. The Borrower shall pay directly to the Agent from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged by the Agent from time to time in like circumstances with respect to the issuance of each Letter of Credit, drawings, amendments and other transactions relating thereto.

(d) Extension Fee. If, pursuant to Section 2.13., the Borrower exercises its right to extend the Termination Date, the Borrower agrees to pay to the Agent for the account of each Lender an extension fee equal to 0.15% of the amount of such Lender's Commitment at such time. Such fee shall be paid to the Agent prior to, and as a condition to, such extension.

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

Section 3.6. Computations.

Unless otherwise expressly set forth herein, any accrued interest on any Advance, any Fees or other Obligations due hereunder shall be computed on the basis of a year of 360 days and the actual number of days elapsed; provided, however, fees in respect of Letters of Credit shall be computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed.

Section 3.7. Usury.

In no event shall the amount of interest due or payable on the Advances or other Obligations exceed the maximum rate of interest allowed by Applicable Law and, if any such payment is paid by the Borrower or received by any Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under Applicable Law. The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this Agreement is and shall be the interest specifically described in Section 2.4.(a)(i) and (ii) and with respect to Swingline Loans, in Section 2.3.(c). Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, facility fees, letter of credit fees, underwriting fees, default charges, late charges, funding or "breakage" charges, increased cost charges, attorneys' fees and reimbursement for costs and expenses paid by the Agent or any Lender to third parties or for damages incurred by the Agent or any Lender, are charges made to compensate the Agent or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to be performed or incurred, by the Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable when due.

Section 3.8. Defaulting Lenders.

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

Section 3.9. Taxes.

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

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

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

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

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

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

ARTICLE IV. COLLATERAL PROPERTIES

Section 4.1. Eligibility of Properties.

(a) Initial Collateral Properties. As of the date hereof, the Lenders have approved for inclusion in calculations of the Borrowing Base, the Properties identified on Schedule 4.1. Upon satisfaction on or after the Effective Date of the conditions set forth in Section 6.3. with respect to such Properties, such Properties shall be deemed to be Collateral Properties.

(b) Additional Collateral Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Property as a Collateral Property in calculations of the Borrowing Base, the Borrower shall so notify the Agent in writing. No Property will be evaluated by the Lenders unless and until the Borrower delivers to the Agent the following, in form and substance satisfactory to the Agent:

(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan and current occupancy rate of such Property; (B) if such Property is being acquired, the purchase price paid or to be paid for such Property; and (C) the current projected capital plans and, if applicable, current renovation plans for such Property;

(ii) Historical operating statements for such Property to the extent reasonably available to the Borrower, and such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably request; and

(iii) A current rent roll for such Property, and a three-year occupancy history of such Property to the extent reasonably available to the Borrower.

Upon receipt of the foregoing documents and information, the Agent shall promptly forward a copy thereof to each Lender. Within 10 Business Days from the date on which a Lender receives all such documents and information from the Agent, such Lender shall notify the Agent whether or not such Lender conditionally approves of such Property as a Collateral Property subject only to such Lender's approval of the applicable Appraisal and other items as provided in the immediately following subsection. If a Lender fails to give such notice prior to the expiration of such 10-day period, such Lender shall be deemed to have conditionally approved such Property as a Collateral Property. If the Requisite Lenders (which for purposes of this subsection (b) must include the Lender then acting as Agent) have not conditionally approved such Property as an Collateral Property, the approval process shall terminate.

(c) Appraisal; Final Approval. Upon the earlier of (i) written request by the Borrower or (ii) the Requisite Lenders' conditional approval of a Property as a Collateral Property pursuant to the immediately preceding subsection (b), the Agent shall commission, at the Borrower's expense, an Appraisal of such Property, to be in form and substance satisfactory to the Agent. Within 7 Business Days of receipt of such Appraisal, the Agent shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination the Agent is unwilling to recommend acceptance of such Property as a Collateral Property, the Agent shall promptly notify the Borrower and the Lenders and the consideration by the Agent and the Lenders of such Property shall cease. If after such review and determination the Agent remains prepared to recommend acceptance of such Property as a Collateral Property, the Agent shall promptly forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender which previously conditionally approved such Property as a Collateral Property shall notify the Agent in writing whether or not such Lender accepts such Appraisal and Appraised Value within 7 Business Days from the date of receipt by such Lender of such Appraisal and Appraised Value. If a Lender fails to give such notice prior to the expiration of such 7-Business Day period, such Lender shall be deemed to have accepted and approved such Appraisal and Appraised Value. Such Property shall become a Collateral Property upon approval of the Requisite Lenders (which for purposes of this subsection (c) must include the Lender then acting as Agent) and upon execution and delivery to the Agent of the documents and items described in Section 6.3., and such other items or documents as may be appropriate under the circumstances, and satisfaction of all other closing requirements reasonably imposed by the Agent.

Section 4.2. Release of Properties.

The Borrower may request, upon not less than 10 Business Days prior notice to the Agent, that any Collateral Property, or portion thereof, be released from the Liens created by the Collateral Documents applicable thereto, which release (the "Property Release") shall be effected by the Agent if the Agent determines all of the following conditions are satisfied as of the date of such Property Release:

(a) subject to the terms of Section 11.4., no Default or Event of Default exists or will exist immediately after giving effect to such Property Release and the reduction in the Borrowing Base by reason of the release of such Property;

(b) the Borrower shall have delivered to the Agent a Borrowing Base Certificate and the Agent shall have determined to its satisfaction (which determination may be based on Appraisals ordered pursuant to Section 4.3.(b)(iii)), that the outstanding principal balance of the Advances, together with the Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such request and any prepayment to be made and/or the acceptance of any Property as an additional or replacement Collateral Property to be given concurrently with such request;

(c) the Borrower shall have delivered to the Agent all documents and instruments reasonably requested by the Agent in connection with such Property Release including, without limitation, the following:

(i) in the case of the release of a portion of a Collateral Property, a survey of such portion;

(ii) the quitclaim deed, release, partial release or other instrument to be used to effect such Property Release; and

(iii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected Collateral Property;

(d) after giving effect to such Property Release, each of Post Oak Mall, Georgia Square Mall, Madison Square Mall, and Richland Mall (or any regional mall which is a Collateral Property and is determined by the Requisite Lenders to be of equivalent financial strength to any of the foregoing malls), will remain as a Collateral Property in the Borrowing Base; provided, however, if at the time of such Property Release, the Collateral Properties consist only of the malls referred to above, then the provisions of this clause (d) shall not apply; and

(e) the Agent shall have reasonably determined that the market values of the remaining Collateral Properties have not materially deteriorated since the respective dates of acceptance as Collateral Properties.

In connection with any Property Release of an entire Collateral Property owned by a Subsidiary, the Agent shall release such Subsidiary from the Guaranty to which it is a party so long as no Default or Event of Default shall then be in existence or would occur as a result of such release. Except as set forth in this Section 4.2., no Collateral Property shall be released from the Liens created by the Collateral Documents applicable thereto.

Section 4.3. Frequency of Appraisals.

The Appraised Value of a Collateral Property shall be determined or redetermined, as applicable, under each of the following circumstances:

(a) In connection with the acceptance of a Property as a Collateral Property, the Agent will determine the Appraised Value thereof as provided in
Section 4.1.; or

(b) From time to time upon at least 5 Business Days notice to the Borrower and at the Borrower's expense (except as provided below), the Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Collateral Property (based on a new Appraisal obtained by the Agent) in any of the following circumstances:

(i) if a material adverse change occurs with respect to such Collateral Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully covered by insurance, a material condemnation of any part of such Property or a material decrease in the leasing level of such Property; or

(ii) at the Lenders' expense, if necessary in order to comply with FIRREA or other Applicable Law relating to the Agent or the Lenders; or

(iii) at the Lenders' expense, if the Agent determines an Appraisal of such Property is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Collateral Property; or

(c) At any time and from time to time but no more than once prior to the initial Termination Date, the Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Collateral Property (based on a new Appraisal obtained by the Agent), all at the Borrower's expense; or

(d) At any time and from time to time but no more than once during any one-year period, the Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Collateral Property (based on a new Appraisal obtained by the Agent), all at the Lenders' expense.

Section 4.4. Frequency of Calculations of Borrowing Base.

Initially, the Borrowing Base shall be the amount set forth as such in the Borrowing Base Certificate delivered under Section 6.1. Thereafter, the Borrowing Base shall be the amount set forth as such in the Borrowing Base Certificate most recently delivered under Section 9.4.(b) or 4.2.(b). Subject to
Section 9.4.(b), any increase in the Borrowing Base shall become effective as of the next determination of the Borrowing Base as provided in this Section, provided that prior to such date of determination (a) if such increase is the result of an increase in (i) the Appraised Value of a Collateral Property, the Requisite Lenders shall have given their written approval of such increase or
(ii) the Permanent Loan Estimate of a Collateral Property, the applicable Borrowing Base Certificate substantiates such increase and (b) the Borrower delivers to the Agent the following: (i) if such increase is the result of an increase in the Appraised Value of any Collateral Property that is not located in a Tie-In Jurisdiction, an endorsement to the title insurance policy in favor of the Agent with respect to each such Collateral Property increasing the coverage amount thereof as related to such Collateral Property to not less than 100% of the Appraised Value for such Collateral Property and (ii) if any such Collateral Property is located in a Tie-In Jurisdiction, an endorsement to the title insurance policy in favor of the Agent with respect to each such Collateral Property increasing the coverage amount thereof as related to such Collateral Property to not less than the portion of the Borrowing Base attributable to such Collateral Property, as well as endorsements to all other existing title insurance policies issued to the Agent with respect to all other Collateral Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the "tie-in" endorsements to an amount equal to the Borrowing Base (including each Collateral Property to which the increase in the Borrowing Base is attributable) but in no event in an amount in excess of the aggregate amount of the Commitments.

ARTICLE V. YIELD PROTECTION, ETC.

Section 5.1. Additional Costs; Capital Adequacy.

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

(b) Lender's Suspension of LIBOR Advances. Without limiting the effect of the provisions of the immediately preceding subsection (a), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on LIBOR Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes LIBOR Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Advances into, LIBOR Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provision of Section 5.5. shall apply).

(c) Additional Costs in Respect of Letters of Credit. Without limiting the obligations of the Borrower under the preceding subsections of this Section (but without duplication), if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any tax, reserve, special deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit and the result shall be to increase the cost to the Agent of issuing (or any Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by the Agent or any Lender hereunder in respect of any Letter of Credit, then, upon demand by the Agent or such Lender, the Borrower shall pay immediately to the Agent for its account or the account of such Lender, as applicable, from time to time as specified by the Agent or a Lender, such additional amounts as shall be sufficient to compensate the Agent or such Lender for such increased costs or reductions in amount.

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

Section 5.2. Suspension of LIBOR Advances.

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

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

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

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

Section 5.3. Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain LIBOR Advances hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Agent) and such Lender's obligation to make or Continue, or to Convert Revolving Advances of any other Type into, LIBOR Advances shall be suspended until such time as such Lender may again make and maintain LIBOR Advances (in which case the provisions of Section 5.5. shall be applicable).

Section 5.4. Compensation.

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

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

(b) any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Article 6.2. to be satisfied) to borrow a LIBOR Advance from such Lender on the date for such borrowing, or to Convert a Base Rate Advance into a LIBOR Advance or Continue a LIBOR Advance on the requested date of such Conversion or Continuation.

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

Section 5.5. Treatment of Affected Advances.

If the obligation of any Lender to make LIBOR Advances or to Continue, or to Convert Base Rate Advances into, LIBOR Advances shall be suspended pursuant to Section 5.2. or Section 5.3. then such Lender's LIBOR Advances shall be automatically Converted into Base Rate Advances on the last day(s) of the then current Interest Period(s) for LIBOR Advances (or, in the case of a Conversion required by Section 5.2. on such earlier date as such Lender may specify to the Borrower with a copy to the Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in
Section 5.1., Section 5.2. or 5.3. that gave rise to such Conversion no longer exist:

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

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

If such Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 5.1. or 5.3. that gave rise to the Conversion of such Lender's LIBOR Advances pursuant to this Section no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Advances made by other Lenders are outstanding, then such Lender's Base Rate Advances shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Advances, to the extent necessary so that, after giving effect thereto, all Advances held by the Lenders holding LIBOR Advances and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments.

Section 5.6. Affected Lenders.

If (a) a Lender (other than the Lender then acting as the Agent) requests compensation pursuant to Section 3.9. or 5.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender (other than the Lender then acting as the Agent) to make LIBOR Advances that are Revolving Advances or to Continue, or to Convert Base Rate Advances into, LIBOR Advances that are Revolving Advances shall be suspended pursuant to Section 5.1.(b) or 5.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the "Affected Lender"), and upon such demand the Affected Lender shall promptly, assign its Commitments to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(c) for a purchase price equal to the aggregate principal balance of Advances then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this
Section shall be at the Borrower's sole cost and expenses and at no cost or expense to the Agent, the Affected Lender or any of the other Lenders; provided, however, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender's administrative or legal costs incurred as a result of the Borrower's exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower's obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.9. or
5.1. with respect to any matters or events existing on or prior to the date an Affected Lender ceases to be a party to this Agreement.

Section 5.7. Change of Lending Office.

Each Lender agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any of its Advances affected by the matters or circumstances described in Sections 3.9., 5.1. or 5.3. to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America.

Section 5.8. Assumptions Concerning Funding of LIBOR Advances.

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

ARTICLE VI. CONDITIONS PRECEDENT

Section 6.1. Initial Conditions Precedent.

The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder; whether as the making of an Advance or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:

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

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

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

(iii) the Parent Guaranty executed by the Parent;

(iv) an opinion of counsel of the Parent and the Loan Parties, addressed to the Agent and the Lenders and covering the matters set forth in Exhibit L;

(v) the certificate or articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party and the Parent certified as of a recent date by the Secretary of State of the state of formation of such Person or by the Secretary or Assistant Secretary (or other individual performing similar functions);

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

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

(viii) copies certified by the Secretary or Assistant Secretary of each Loan Party and the Parent (or other individual performing similar functions) of (i) the by-laws of such Person, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Person to authorize the execution, delivery and performance of the Loan Documents to which it is a party;

(ix) a Borrowing Base Certificate calculated as of September 30, 2002;

(x) a Compliance Certificate calculated for the Borrower's fiscal quarter ending September 30, 2002;

(xi) with respect to each Property identified on Schedule 4.1., each of the items referred to in Section 6.3. required to be delivered in connection with any Collateral Property (except to the extent the Agent waives any such requirement);

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

(xiii) evidence that the Jacobs Credit Agreement has been terminated and all amounts owing thereunder have been paid in full;

(xiv) a fully-executed copy of each of the Existing Debt Agreements, including all amendments thereto, certified as true, correct and complete by an authorized officer of the Borrower;

(xv) each of the Existing Debt Assignment Agreements executed and delivered by the parties thereto;

(xvi) the originals of each outstanding promissory note held by any Existing Lender and evidencing any of the indebtedness owing under any of the Existing Debt Agreements, duly endorsed to the order of the Agent;

(xvii) copies (or originals, if available) of each of the Existing Security Documents, including all amendments thereto, showing all recording information thereon, certified as true, correct and complete by an authorized officer of the Borrower;

(xviii) assignments of each of the Existing Security Documents executed by the applicable Existing Lender;

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

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

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

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

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

Section 6.2. Conditions Precedent to All Advances and Letters of Credit.

The obligations of (i) Lenders to make any Advances and (ii) the Agent to issue Letters of Credit, are each subject to the further conditions precedent that:

(a) in the case of the making of an Advance, (x) no Default under subsections (a), (b)(i), (e) or (f) of Section 11.1., (y) no other Default as to which the Agent has given the Borrower notice and (z) no Event of Default, shall exist as of the date of the making of such Advance or would exist immediately after giving effect thereto;

(b) in the case of the issuance of a Letter of Credit, no Default or Event of Default shall exist as of the date of the issuance of such Letter of Credit or would exist immediately after giving effect thereto

(c) none of the conditions described in Section 2.15. would exist after giving effect to the making of such Advance or Swingline Loan or the issuance of such Letter of Credit;

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

(e) in the case of the borrowing of Revolving Advances, the Agent shall have received a timely Notice of Borrowing, or in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing.

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

Section 6.3. Conditions Precedent to a Property Becoming a Collateral Property.

No Property shall become a Collateral Property until the Borrower shall have (or shall have caused to be) executed and delivered to the Agent all documents and instruments required under Section 4.1., the Requisite Lenders shall have approved of such Property as provided in such Section, and the Borrower shall have (or shall cause to be) executed and delivered to the Agent the following instruments, documents and agreements in respect of such Property, each to be in form and substance reasonably satisfactory to the Agent (and the Requisite Lenders (which for purposes of this Section must include the Lender then acting as Agent) in the case of the items described in the immediately following subsection (n)):

(a) a Security Deed encumbering such Property in favor of the Agent for the benefit of the Lenders, the form of such Security Deed to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;

(b) if requested by the Agent, an Assignment of Leases and Rents, the form of such Assignment of Leases and Rents to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;

(c) an Environmental Indemnity Agreement substantially in the form of Exhibit C;

(d) copies of all tenant leases with respect to such Property (or, if acceptable to the Agent, a summary of the terms thereof);

(e) estoppel certificates and subordination, non-disturbance and attornment agreements from each tenant leasing any of such Property under a Major Lease (any such certificate or agreement substantially in the form of an estoppel certificate or subordination, non-disturbance and attornment agreement previously provided by such tenant and accepted by the Agent in connection with the Existing Credit Agreement, shall, subject to appropriate conforming changes, be in acceptable form for purposes of this Agreement);

(f) copies of all Property Management Agreements and all other Major Property-Level Agreement, if any, relating to such Property;

(g) a Property Management Contract Assignment covering the Property Management Agreement, if any, for such Property and if requested by the Agent, collateral assignments of the other Major Property-Level Agreements relating to such Property;

(h) an ALTA 1992 Form mortgagee's Policy of Title Insurance or other form acceptable to the Agent in favor of the Agent for the benefit of the Lenders with respect to such Property, including endorsements with respect to such items of coverage as the Agent may reasonably request and which endorsements are available, in the amount of coverage required in the following sentence, issued by Fidelity National Title Insurance Co. or other title insurance company acceptable to the Agent and with coinsurance or reinsurance (with direct access agreements) with title insurance companies reasonably acceptable to the Agent, showing the fee simple title (or leasehold estate, if applicable) to the land and improvements described in the applicable Security Deed as vested in the Borrower or a Subsidiary, and insuring that the Lien granted by such Security Deed is a valid Lien against said property, subject only to such restrictions, encumbrances, easements, reservations and other matters as are reasonably acceptable to the Agent. The amount of coverage under such policy must equal (i) 100% of the Appraised Value of such Property (excluding the value of any personal property located at such Property) if such Property is not located in a Tie-In Jurisdiction or (ii) the amount of the Borrowing Base attributable to such Property at such time if such Property is located in a Tie-In Jurisdiction;

(i) copies of all documents of record reflected in Schedule B of such Policy of Title Insurance and a copy of the most recent real estate tax bill and notice of assessment, if available;

(j) if such Property is located in a Tie-In Jurisdiction, endorsements to all other existing title insurance policies issued to the Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the "tie-in" endorsements to an amount equal to the aggregate amount of the Borrowing Base attributable to all such Properties (including the Property to be included as a Collateral Property) but in no event in an amount in excess of the aggregate amount of the Commitments;

(k) UCC, tax, judgment and lien search reports with respect to the Borrower (or Subsidiary if the Property is owned by a Subsidiary) and such Property in all necessary or appropriate jurisdictions indicating that there are no Liens of record on such Property or any of the Collateral relating thereto other than Permitted Liens;

(l) a current or currently certified survey of such Property certified by a surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;

(m) if not adequately covered by the survey certification provided for above, a certificate from a licensed engineer or other professional satisfactory to the Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration;

(n) a "Phase I" environmental assessment of such Property not more than 12 months old, which report (1) has been prepared by an environmental engineering firm acceptable to the Agent and (2) complies with the requirements contained in the Agent's guidelines adopted from time to time by the Agent to be used in its lending practice generally and any other environmental assessments or other reports relating to such Property, including any "Phase II" environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;

(o) Evidence that such Property complies with applicable zoning and land use laws;

(p) a Closing Certificate and Affidavit substantially in the form of Exhibit M executed by a Senior Officer of the Borrower;

(q) an opinion of counsel admitted to practice law in the jurisdiction in which such Property is located and reasonably acceptable to the Agent, addressed to the Agent and each Lender covering such legal matters relating to the transactions contemplated hereby as the Agent may reasonably request;

(r) an opinion of counsel admitted to practice law in the jurisdiction in which the Borrower is formed (and if the Property is owned by a Subsidiary, also in the jurisdiction where such Subsidiary is formed, if other than Delaware) reasonably acceptable to the Agent (which may be the Borrower's in-house counsel so long as he or she is admitted to practice law in the applicable jurisdictions), addressed to the Agent and each Lender covering such legal matters relating to the formation and existence and power of the Person executing documents, and the due authorization, execution and delivery of the Collateral Documents and other documents for consummating the transactions contemplated hereby as the Agent may reasonably request;

(s) a Borrowing Base Certificate showing the Borrowing Base after inclusion of such Property as a Collateral Property;

(t) if such Property is owned by a Subsidiary of the Borrower, each of the following:

(i) a Guaranty executed by such Subsidiary;

(ii) each of the items described in Sections 6.1.(a)(iv) through (viii) that would have been required to have been delivered if such Subsidiary had been a Loan Party on the Agreement Date

(u) final certificates of occupancy if in the possession of the Borrower or one of its Subsidiaries and any other Governmental Approvals required for the operation such Property; and

(v) such other instruments, documents, agreements, financing statements, certificates, opinions and other Collateral Documents as the Agent may reasonably request.

ARTICLE VII. REPRESENTATIONS AND WARRANTIES

Section 7.1. Representations and Warranties.

In order to induce the Agent and each Lender to enter into this Agreement and to make Advances and, in the case of the Agent, to issue Letters of Credit, and, in the case of the Lenders, to acquire participations in Letters of Credit and Swingline Loans, the Borrower represents and warrants to the Agent and each Lender as follows:

(a) Organization; Power; Qualification. Each of the Parent and the Loan Parties is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a domestic or foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.

(b) Ownership of Loan Parties. Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of each Loan Party and each Subsidiary of the Parent, directly or indirectly, holding an Equity Interest in any Loan Party, setting forth for each such Person, (i) the jurisdiction of organization of such Person, (ii) each Person holding any Equity Interest in such Person, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Person represented by such Equity Interests. Except as disclosed in such Schedule (A) each of the Parent, the Borrower and its applicable Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind
(including, without limitation, any stockholders' or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Exhibit 21 to the Parent's Form 10K for the fiscal year ended December 31, 2001 is an accurate list of the Subsidiaries of the Parent as of such date (excluding those Subsidiaries that need not be disclosed on such Exhibit pursuant to Regulation S-K of the Securities Act).

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

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

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

(f) Litigation. Except as set forth on Schedule 7.1.(f), there are no actions, suits or proceedings pending (nor, to the knowledge of any Loan Party or the Parent, are there any actions, suits or proceedings threatened, nor is there any basis therefor) against or in any other way relating adversely to or affecting, or the Parent, any Loan Party, any other Subsidiary or any of their respective property which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

(g) Taxes. All federal, state and other tax returns of the Borrower and the Parent required by Applicable Law to be filed have been duly filed (other than any return the filing date of which has been extended in accordance with Applicable Law), and all federal, state and other taxes, assessments and other governmental charges or levies upon, the Borrower and the Parent and each of their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 8.5. As of the Agreement Date, none of the United States income tax returns of either the Borrower or the Parent is under audit. All charges, accruals and reserves on the books of the Borrower and the Parent in respect of any taxes or other governmental charges are in accordance with GAAP.

(h) Financial Statements. The Borrower has furnished to each Lender copies of (i) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal years ended December 31, 2000 and December 31, 2001, and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal years ended on such dates, with the opinion thereon of Arthur Andersen LLP, and (ii) the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended September 30, 2002, and the related consolidated statements of operations and cash flows of the Parent and its consolidated Subsidiaries for the three fiscal quarter period ended on such date. Such balance sheets and statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). Neither the Parent, the Borrower nor any Subsidiary owning a Collateral Property has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements.

(i) No Material Adverse Change. Since September 30, 2002, there has been no material adverse change in the consolidated financial condition, results of operations, business or prospects of the Parent and its Subsidiaries, or Borrower and its Subsidiaries, in each case, taken as a whole. Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries is Solvent.

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

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

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

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

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

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

(p) Accuracy and Completeness of Information. All written information, reports and other papers and data furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent or any Loan Party were, at the time the same were so furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. No fact is known to the Parent or any Loan Party which has had a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(h) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date. No document furnished or written statement made to the Agent or any Lender in connection with the negotiation, preparation or execution, or pursuant to, of this Agreement or any of the other Loan Documents contains any untrue statement of a fact material to the creditworthiness of any Loan Party or omits to state a material fact necessary in order to make the statements contained therein not misleading.

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

(r) Collateral. Each Property included in calculations of the Borrowing Base satisfies all requirements under the Loan Documents for being a Collateral Property, including those applicable to an Eligible Property.

(s) Single Asset Entities. Except as set forth on Schedule 7.1.(s), each Subsidiary that owns a Collateral Property (i) owns no other assets (including any Equity Interest in any Person) other than such Collateral Property and other assets incidental to such Subsidiary's ownership of the Collateral Property and (ii) is engaged only in the business of owning, operating and developing such one Collateral Property.

Section 7.2. Survival of Representations and Warranties, Etc.

All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or the Parent to the Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or the Parent prior to the Agreement Date and delivered to the Agent or any Lender in connection with the underwriting or closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date and at and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Advances and the issuance of the Letters of Credit but shall terminate upon the termination of this Agreement in accordance with, but subject to, the provisions of Section 13.10.

ARTICLE VIII. AFFIRMATIVE COVENANTS

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 13.6., all of the Lenders) shall otherwise consent in the manner provided for in Section 13.6., the Parent and the Borrower, as applicable, shall comply with the following covenants:

Section 8.1. Preservation of Existence and Similar Matters.

Except as otherwise permitted under Section 10.4., the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

Section 8.2. Compliance with Applicable Law.

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

Section 8.3. Maintenance of Property.

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

Section 8.4. Insurance.

The Borrower shall, and shall cause each Subsidiary owning a Collateral Property to, maintain insurance with respect to Collateral in which such Loan Party has an interest as required by the terms of any Collateral Document relating to such Collateral.

Section 8.5. Payment of Taxes and Claims.

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

Section 8.6. Books and Records; Inspections.

The Parent and the Borrower will, and will cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Parent and the Borrower will, and the Borrower will cause each Subsidiary that owns a Collateral Property to, permit representatives of the Agent or any Lender (with reasonable prior notice so long as no Event of Default then exists) to visit and inspect any of their respective properties, including without limitation, inspections of any Collateral Property, for the purpose of determining the existence, location, nature and magnitude of any past or present release or threatened release of any Hazardous Substances into, onto, beneath or from such Property, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times during business hours and as often as may reasonably be requested; provided, however, unless an Event of Default exists (a) only the Agent may exercise its rights under this Section which shall be limited to one inspection during any period of 12 consecutive months, (b) any discussions with the independent public accountants of the Parent and Borrower may be conducted only in the presence of the Borrower, (c) the Agent may not discuss the affairs, finances and accounts of the Parent or the Borrower with their employees pursuant to this Section. The Borrower shall reimburse the Agent and, if an Event of Default exists, the Lenders, for their costs and expenses incurred in connection with the exercise of their rights under this Section.

Section 8.7. Use of Proceeds.

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

Section 8.8. Environmental Matters.

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

Section 8.9. Further Assurances.

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

Section 8.10. REIT Status.

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

Section 8.11. Exchange Listing.

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

Section 8.12. Major Property-Level Agreements; Major Leases; SNDAs.

(a) Major Property-Level Agreement and Major Leases. Prior to the Borrower or any Subsidiary owning a Collateral Property entering into a Major Property-Level Agreement or Major Lease with respect to such Collateral Property, the Borrower shall, or shall cause such Subsidiary, to deliver to the Agent for the Agent's approval (not to be unreasonably withheld) a reasonably detailed summary of the material terms of such Major Property-Level Agreement or Major Lease. If requested by the Agent, the Borrower shall deliver a complete copy of such Major Property-Level Agreement or Major Lease. If the Agent shall fail to notify the Borrower whether the Agent has approved or not approved of the terms of such Major Property-Level Agreement or Major Lease within 10 Business Day's of the Agent's receipt of the applicable summary of material terms (or if the Agent has requested a copy of such Major Property-Level Agreement or Major Lease, within 10 Business Days of the Agent's receipt of such copy) then the Agent shall be deemed to have given its approval thereof.

(b) SNDAs. Within sixty (60) days after the execution of each Major Lease, the Borrower agrees to use its best efforts to deliver or to cause to be delivered to the Agent a fully executed and acknowledged non-disturbance, attornment, estoppel and subordination agreement from the tenant under such Major Lease. At the Agent's request, the Borrower shall also exercise diligent efforts to deliver fully executed estoppel certificates executed by the parties to the Major Property-Level Agreements. All agreements required under the terms of this subsection shall be in form and substance reasonably satisfactory to the Agent.

Section 8.13. Single Asset Entities.

Except as set forth on Schedule 7.1.(s), the Borrower shall not permit any Subsidiary that owns a Collateral Property to (a) acquire any assets (including Equity Interests in a Person) other than such Collateral Property and other assets incidental to such Subsidiary's ownership of the Collateral Property, or (b) engage in any other business other than the business of owning, operating and developing the one Collateral Property. The Borrower shall not, and shall not permit any Subsidiary to, sell, transfer, assign or otherwise dispose of any Equity Interest in any Subsidiary that owns a Collateral Property to any Person other than the Borrower or a Wholly Owned Subsidiary of the Borrower.

ARTICLE IX. INFORMATION

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 13.6., all of the Lenders) shall otherwise consent in the manner set forth in Section 13.6., the Borrower shall furnish to the Agent at the Principal Office for distribution to the Lenders:

Section 9.1. Quarterly Financial Statements.

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

Section 9.2. Year-End Statements.

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

Section 9.3. Compliance Certificate.

At the time the financial statements are furnished pursuant to the immediately preceding Sections 9.1. and 9.2., a certificate substantially in the form of Exhibit N (a "Compliance Certificate") executed on behalf of the Borrower by the chief financial officer, controller, financial officer or accounting officer of the Borrower (a) setting forth as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Section 10.1.; and (b) stating that, to the best of such officer's knowledge, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent with respect to such event, condition or failure.

Section 9.4. Other Information.

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

(b) as soon as available and in any event within 45 days after the end of each fiscal quarter of the Borrower, a Borrowing Base Certificate setting forth the information to be contained therein, including without limitation, a calculation of the Permanent Loan Estimate of each Collateral Property, as of the last day of such fiscal quarter; provided, however, that any change in the Borrowing Base reflected in such Borrowing Base report shall not become effective until Agent notifies Borrower in writing of Agent's approval of such change in the Borrowing Base Certificate and satisfaction of the applicable conditions contained in Section 4.4. If the Agent fails to notify the Borrower whether or not the Agent approves of a change in the Borrowing Base report within 5 Business Days after the Agent receives the applicable Borrowing Base Certificate, then the Agent shall be deemed to have approved of such change;

(c) within 45 days after the end of each fiscal quarter of the Borrower, an operating statement with respect to each Collateral Property, including without limitation, a quarterly and year-to-date statement of Net Operating Income determined on a cash basis and a current rent roll for such Property;

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

(e) no later than 30 days after the end of each fiscal year of the Borrower ending prior to the Termination Date, a property budget for each Collateral Property for the coming fiscal year of the Borrower;

(f) no more than 30 days following the consummation of any transaction of acquisition, merger or purchase of assets, involving consideration, or valued, in excess of $300,000,000 but less than $500,000,000, whether a single transaction or related series of transactions, together with a reasonably detailed description thereof;

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

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

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

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

ARTICLE X. NEGATIVE COVENANTS

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 13.6., all of the Lenders) shall otherwise consent in the manner set forth in Section 13.6., the Borrower or the Parent, as the case may be, shall comply with the following covenants:

Section 10.1. Financial Covenants.

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

(b) Ratio of Total Liabilities to Gross Asset Value. The Parent shall not permit the ratio of (i) Total Liabilities of the Parent and its Subsidiaries determined on a consolidated basis to (ii) Gross Asset Value of the Parent and its Subsidiaries determined on a consolidated basis, to exceed 0.650 to 1.00 at any time.

(c) Ratio of EBITDA to Interest Expense. The Parent shall not permit the ratio of (i) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for the fiscal quarter most recently ending to (ii) Interest Expense of the Parent and its Subsidiaries determined on a consolidated basis for such period, to be less than 1.750 to 1.00.

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

(e) Dividends and Other Restricted Payments. If an Event of Default exists or would exist following the making of a Restricted Payment, the Parent and the Borrower will not declare or make, or permit any other Subsidiary to declare or make, any Restricted Payment except that (i) the Parent may declare or make cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 8.10.; and (ii) the Parent may cause the Borrower (directly or indirectly through any intermediate Subsidiaries) to make cash distributions to the Parent and to other limited partners of the Borrower, and the Parent may cause other Subsidiaries of the Parent to make cash distributions to the Parent and to other holders of Equity Interests in such Subsidiaries, in each case (x) in an aggregate amount not to exceed the amount of cash distributions that the Parent is permitted to declare or distribute under the immediately preceding clause (i) and (y) on a pro rata basis, such that the aggregate amount distributed to the Parent does not exceed the amount that the Parent is permitted to declare or distribute under the immediately preceding clause (i). Notwithstanding the foregoing, if a Default or Event of Default specified in Section 11.1.(a) resulting from the Borrower's failure to pay when due the principal of, or interest on, any of the Advances or any Fees,
Section 11.1.(e) or (f) shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2.(a), the Parent and the Borrower shall not, and shall not permit any other Subsidiary to, make any Restricted Payments whatsoever.

(f) Permitted Investments. The Parent shall not, and shall not permit the Borrower or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of Gross Asset Value:

(i) unimproved real estate such that the aggregate book value of all such unimproved real estate exceeds 10% of Gross Asset Value (for purposes of this clause (i) unimproved real estate shall not include (w) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (x) Properties under development; (y) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced);

(ii) developed real estate used primarily for non-retail purposes (other than the real estate located at CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee), such that the aggregate book value of such real estate exceeds 10% of Gross Asset Value;

(iii) Investments in Unconsolidated Affiliates of the Borrower or the Parent, such that the value of such Investments, determined in accordance with GAAP, exceeds 20% of Gross Asset Value;

(iv) Investments in Persons that are neither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent, such that the book value of such Investments, determined in accordance with GAAP, exceeds 10% of Gross Asset Value; provided, however, this clause (iv) shall not apply to Investments in any Person whose Equity Interests are publicly traded and in which the Parent or the Borrower is attempting to acquire a controlling interest but only to the extent the aggregate value of such Investments under this clause (iv), determined on the basis of lower of cost or market value, does not exceed 10% of Gross Asset Value (the aggregate amount of such excess to be subject to this subsection (f)); or

(v) Mortgages in favor of the Borrower or any other Loan Party (other than (A) Mortgages securing Indebtedness owed to the Borrower or any Subsidiary on September 30,2002 and (B) Mortgages on assets owned by the Parent, the Borrower or any Subsidiary), such that the aggregate book value of Indebtedness secured by such Mortgages exceeds 10% of Gross Asset Value.

In addition to the foregoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (v) shall not exceed 35% of Gross Asset Value.

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

Section 10.2. Negative Pledge.

The Borrower shall not, and shall not permit any other Loan Party to, create, assume or suffer to exist any Lien on any Collateral Property or any of the other Collateral, now owned or hereafter acquired, except for Permitted Liens.

Section 10.3. Restrictions on Intercompany Transfers.

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

Section 10.4. Merger, Consolidation, Sales of Assets and Other Arrangements.

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

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

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

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

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

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

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

Section 10.5. Acquisitions.

Neither Borrower nor any of its Subsidiaries shall acquire the business of or all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise, in each case involving consideration, or valued, in excess of $500,000,000 unless (a) no Default or Event of Default exists or would exist immediately following the consummation of such acquisition and (b) the Borrower has delivered to the Agent, at least 30 days prior to the date such acquisition is consummated, (i) all information related to such acquisition as the Agent may reasonably request and (ii) a Compliance Certificate, calculated on a pro forma basis, evidencing continued compliance with the financial covenants contained in Article 10.1., after giving effect to such acquisition.

Section 10.6. Plans.

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

Section 10.7. Fiscal Year.

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

Section 10.8. Modifications of Organizational Documents.

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

Section 10.9. Major Construction.

The Borrower shall not, and shall not permit any Subsidiary owning a Collateral Property to, commit to undertake any plan of renovation of any Collateral Property when (a) the estimated cost of such renovation is in excess of $10,000,000 and (b) such renovation will result in structural changes to such Collateral Property, without first obtaining the prior written consent of the Requisite Lenders (which consent shall not be unreasonably withheld). If the Borrower delivers to the Agent any plans, specifications, information or other materials relating to its request to renovate a Collateral Property, the Agent will forward such materials to the Lenders within 15 Business Days from the date the Agent receives such materials. Unless a Lender has given written notice to the Agent that such Lender will not consent to such renovation within 15 Business Days of receipt of all plans, specification, information and other materials relating to the Borrower's request, such Lender shall be deemed to have consented to such renovation.

Section 10.10. Transactions with Affiliates.

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

ARTICLE XI. DEFAULT

Section 11.1. Events of Default.

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

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

(b) Default in Performance.

(i) Any Loan Party or the Parent shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 10.1. and such failure continues for 90 calendar days after the earlier of (x) the date any Senior Officer of the Borrower has actual knowledge of such failure or
(y) the date notice of such failure has been given to the Borrower by the Agent; or

(ii) any Loan Party or the Parent shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other Loan Document to which it is a party and not otherwise mentioned in this Section and such failure shall continue for a period of 30 calendar days after the earlier of (x) the date any Senior Officer of the Borrower has actual knowledge of such failure or
(y) the date notice of such failure has been given to the Borrower by the Agent; provided, however, that if such default is curable but requires work to be performed, acts to be done or conditions to be remedied which, by their nature, cannot be performed, done or remedied, as the case may be, within such 30-day period, no Event of Default shall be deemed to have occurred if such Loan Party or the Parent, as the case may be, commences the same within such 30-day period and thereafter diligently and continuously prosecutes the same to completion, and the same is in fact completed, no later than the date 90 days following the earlier of the date such Senior Officer has actual knowledge of such failure or the date the Agent gave notice of such failure to the Borrower.

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

(d) Material Extension of Credit Cross-Default.

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

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

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

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

(ii) Extension of Credit Owed to Third Parties. Either of the following events shall occur with respect to any Extension of Credit
(other than any extension of credit that is Nonrecourse Indebtedness) owing by any Loan Party or the Parent to any Person other than a Lender or any affiliate of a Lender and having an aggregate outstanding principal amount of $100,000,000 or more:

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

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

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

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

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

(h) Judgment. A judgment or order for the payment of money shall be entered against any Loan Party, the Parent or any Significant Subsidiary, by any court or other tribunal and (i) such judgment or order shall continue for a period of 60 days without being paid stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount for which insurance has not been acknowledged in writing by the applicable insurance carrier exceeds, individually or together with all other such judgments or orders entered against the Loan Parties and Significant Subsidiaries, $25,000,000 or (B) such judgment or order could reasonably be expected to have a Material Adverse Effect.

(i) Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of any Loan Party, the Parent or any Significant Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes, $25,000,000 and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of 60 days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of any Loan Party or the Parent.

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

(k) Change of Control/Change in Management.

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

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

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

(iv) the Principals shall cease to beneficially own, directly or indirectly, in the aggregate, at least 10.0% of the outstanding common stock of the Parent or at least 10.0% of the outstanding operating units of the Borrower (such ownership percentages to be adjusted to reflect the effect of any division, reclassification, stock or equity dividend and any other similar dilutive events);

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

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

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

Section 11.2. Remedies Upon Event of Default.

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

(a) Acceleration; Termination of Facilities.

(i) Automatic. Upon the occurrence of an Event of Default specified in Sections 11.1.(e) or 11.1.(f), (1)(A) the principal of, and all accrued interest on, the Advances and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default and (C) all of the other Obligations of the Borrower, including, but not limited to, the other amounts owed to the Lenders and the Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable by the Borrower without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower, and (2) the Commitments and the Swingline Commitment, the obligation of the Lenders to make Advances hereunder, and the obligation of the Agent to issue Letters of Credit hereunder, shall all immediately and automatically terminate.

(ii) Optional. If any other Event of Default shall exist, the Agent may, and at the direction of the Requisite Lenders shall: (1) declare (A) the principal of, and accrued interest on, the Advances and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default and (C) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, and (2) terminate the Commitments and the obligation of the Lenders to make Advances hereunder and the obligation of the Agent to issue Letters of Credit hereunder. If the Agent has exercised any of the rights provided under the preceding sentence, the Swingline Lender shall: (x) declare the principal of, and accrued interest on, the Swingline Loans and the Swingline Notes at the time outstanding, and all of the other Obligations owing to the Swingline Lender, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower and (y) terminate the Swingline Commitment and the obligation of the Swingline Lender to make Swingline Loans.

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

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

(d) Appointment of Receiver. To the extent permitted by Applicable Law, the Agent and the Lenders shall be entitled to the appointment of a receiver for the Collateral Properties, without notice of any kind whatsoever and without regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion of the Collateral Properties and/or the business operations of the Borrower and its Subsidiaries related thereto and to exercise such power as the court shall confer upon such receiver.

Section 11.3. Remedies Upon Default.

Upon the occurrence of a Default specified in Section 11.1.(f), the Commitments shall immediately and automatically terminate.

Section 11.4. Curing Defaults Under Collateral Documents.

The Lenders agree that the Borrower may cure a Default occurring under
Section 11.1.(b)(ii) relating to any Collateral Document by causing the Collateral Property to which such Collateral Document relates to be released from the Liens of the applicable Collateral Document in accordance with the terms of Section 4.2.; provided, however, the provisions of this Section shall not apply (a) to a Default the circumstances giving rise to which constitute a Default or Event of Default under any other provision of Section 11.1. or (b) if, after giving effect to such release, the aggregate principal amount of all outstanding Advances together with the aggregate amount of all Letter of Credit Liabilities would exceed the Borrowing Base.

Section 11.5. Permitted Deficiency.

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

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

(A) keep such Collateral Property or any portion thereof in the condition required under Section 4.6 of the Security Deed applicable thereto;

(B) to pay any Lien or other encumbrances on any portion of such Collateral Property in the manner required under Section 4.5 of the Security Deed applicable thereto;

(C) to comply with requirements of Applicable Law applicable to any portion of such Collateral Property as required under Section 3.9 of the Security Deed applicable thereto;

(D) to prevent alterations to such Collateral Property as required under Section 10.9 of this Agreement;

(E) to replace "Fixtures" or "Personalty" required under, and as such terms are defined in, Section 5.3 of the Security Deed applicable thereto; or

(F) to deposit with the Agent any "Casualty Completion Deposit" or "Escrowed Sums" required under, and as such terms are defined in, the Security Deed applicable thereto; or

(ii) the existence of any non-consensual Lien on any of the Collateral not permitted by Section 8.5. of this Agreement or by the applicable terms of the Collateral Documents.

If the section numbering of a Security Deed differs from the section numbering of the form of Security Deed attached hereto as Exhibit J, the references above to specific sections of a Security Deed shall be deemed to refer to the section in such Security Deed which most closely corresponds to the text of the referenced section of the form of Security Deed attached hereto.

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

(i) the sum of the following amounts (such amounts being the "Permitted Deficiency") does not exceed $10,000,000:

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

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

(C) the aggregate amount of unpaid "Casualty Completion Deposit" and "Escrowed Sums" required under, and as such terms are defined in, the Security Deeds applicable thereto.

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

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

Section 11.6. Marshaling; Payments Set Aside.

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

Section 11.7. Allocation of Proceeds.

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

(a) amounts due to the Agent and the Lenders in respect of Fees and expenses due under Section 13.2.;

(b) amounts due to the Agent and the Lenders in respect of Protective Advances;

(c) payments of interest on Swingline Loans;

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

(e) payment of principal on Swingline Loans;

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

(g) amounts to be paid to the Agent to be held as cash collateral in respect of Letters of Credit then outstanding;

(h) amounts due to the Agent and the Lenders pursuant to Sections 12.7. and 13.9.;

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

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

Section 11.8. Performance by Agent.

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

Section 11.9. Rights Cumulative.

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

ARTICLE XII. THE AGENT

Section 12.1. Authorization and Action.

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

Section 12.2. Agent's Reliance, Etc.

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

Section 12.3. Notice of Defaults.

The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such Default or Event of Default and stating that such notice is a "notice of default." If any Lender (excluding the Lender which is also serving as the Agent) becomes aware of any Default or Event of Default, it shall promptly send to the Agent such a "notice of default". Further, if the Agent receives such a "notice of default," the Agent shall give prompt notice thereof to the Lenders.

Section 12.4. Wells Fargo as Lender.

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

Section 12.5. Approvals of Lenders.

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

Section 12.6. Lender Credit Decision, Etc.

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

Section 12.7. Indemnification of Agent.

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

Section 12.8. Collateral Matters; Protective Advances.

(a) Each Lender hereby authorizes the Agent, without the necessity of any notice to or further consent from any Lender, while no Event of Default exists, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents.

(b) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Obligations; and (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document, including without limitation, pursuant to Section 4.2. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section.

(c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least 5 Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Parent, the Borrower or any other Loan Party in respect of) all interests retained by the Parent, the Borrower or any other Loan Party, including (without limitation) the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure.

(d) The Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its gross negligence or willful misconduct.

(e) The Agent may make, and shall be reimbursed by the Lenders (in accordance with their Commitment Percentages) to the extent not reimbursed by the Borrower for, Protective Advances during any one calendar year with respect to each Property that is Collateral up to the sum of (i) amounts expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Property; (ii) amounts expended to pay insurance premiums for policies of insurance related to such Property; and (iii) $500,000. Protective Advances in excess of said sum during any calendar year for any Property that is Collateral shall require the consent of the Requisite Lenders. The Borrower agrees to pay on demand all Protective Advances.

Section 12.9. Post-Foreclosure Plans.

If all or any portion of the Collateral is acquired by the Agent or a nominee or Subsidiary of the Agent or affiliate of the Agent as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Agent or a nominee or Subsidiary of the Agent or affiliate of the Agent, as agent, for the ratable benefit of all Lenders. The Agent shall prepare a recommended course of action for such Collateral (a "Post-Foreclosure Plan"), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Commitment Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Commitment Percentage of any operating loss for such Collateral, and such other expenses and operating reserves as the Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in accordance with their respective Commitment Percentages. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Agent or its nominee, such Collateral will not be held as a permanent investment but will be liquidated as soon as practicable. The Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, the Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage or deed of trust defining the rights of the Lenders in the same Commitment Percentages as provided hereunder, which agreement shall be in all material respects similar to this Article insofar as the same is appropriate or applicable.

Section 12.10. Successor Agent.

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

Section 12.11. Titled Agents.

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

ARTICLE XIII. MISCELLANEOUS

Section 13.1. Notices.

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

If to the Borrower:

CBL & Associates Limited Partnership

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

with an informational copy to:

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

_________If to the Agent or a Lender:

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

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

Wells Fargo Bank, National Association Disbursement and Operations Center 2120 East Park Place, Suite 100 El Segundo, California 90245
Attention: Disbursement Administrator Telecopy Number: (310) 615-1016 Telephone Number: (310) 335-9460

Section 13.2. Expenses.

The Borrower agrees (a) to pay or reimburse the Agent for all of the Agent's reasonable costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expense and reasonable travel expenses related to closing), and the consummation of the transactions contemplated thereby, including the reasonable fees and disbursements of counsel to the Agent and all third party costs and expenses incurred by the Agent in connection with the review of Properties for inclusion in calculations of the Borrowing Base and the Agent's other activities under Article IV., including the cost of all Appraisals (except for Appraisals ordered under Section 4.3.(b)(ii), 4.3.(b)(iii) or 4.3.(d)), structural, environmental and engineering reports, title insurance and the reasonable fees and disbursements of counsel to the Agent relating to all such activities, provided the Borrower shall not be required to pay or reimburse the Agent for expenses incurred by the Agent in connection with its review of any such Appraisal or any environmental, structural or engineering report, (b) to pay or reimburse the Agent and the Lenders for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents, including the reasonable fees and disbursements of counsel retained by the Agent and of one law firm retained by the Lenders, and any payments in indemnification or otherwise payable by the Lenders to the Agent pursuant to the Loan Documents, (c) to pay, and indemnify and hold harmless the Agent and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, intangible, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution, delivery, recording or enforcement of any of the Loan Documents, the perfection of any Lien purported to be granted under any Loan Document, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document, and (d) to the extent not already covered by any of the preceding subsections, to pay the reasonable fees and disbursements of counsel to the Agent and any Lender incurred in connection with the representation of the Agent or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 11.1.(e) or 11.1.(f), including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor-in-possession financing or any plan of reorganization of the Parent, the Borrower or any other Loan Party, whether proposed by the Parent, the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding.

Section 13.3. Setoff.

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

Section 13.4. Litigation; Jurisdiction; Other Matters; Waivers.

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

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

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

Section 13.5. Successors and Assigns.

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

(b)______Participations. Any Lender may at any time grant to an affiliate of such Lender, or one or more banks or other financial institutions (each a "Participant" ) participating interests in its Commitment or the Obligations owing to such Lender. Except as otherwise provided in Section 13.3., no Participant shall have any rights or benefits under this Agreement or any other Loan Document. In the event of any such grant by a Lender of a participating interest to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided however, such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase such Lender's Commitment, (ii) extend the date fixed for the payment of principal on the Advances or portions thereof owing to such Lender, or (iii) reduce the rate at which interest is payable thereon. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b).

(c)______Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an "Assignee") all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement; and (iv) so long as the Commitments remain in effect, after giving effect to any such assignment by the Lender then acting as the Agent, the Lender then acting as Agent shall retain a Commitment greater than or equal to the Commitment of each other Lender as of the Effective Date unless the Requisite Lenders consent otherwise (which consent shall not be unreasonably withheld or delayed). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $3,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Advance held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

(d)______Federal Reserve Bank Assignments. In addition to the assignments and participations permitted under the foregoing provisions of this Section, and without the need to comply with any of the formal or procedural requirements of this Section, any Lender may at any time and from time to time, pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge of assignment shall release such Lender from its obligation thereunder. To facilitate any such pledge or assignment, Agent shall, at the request of such Lender, enter into a letter agreement with the Federal Reserve Bank in, or substantially in, the form of the exhibit to Appendix C to the Federal Reserve Bank of New York Operating Circular No 10, as amended from time to time. No such pledge or assignment shall release the assigning Lender from its obligations hereunder.

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

Section 13.6. Amendments and Waivers.

(a)______Generally. Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement or in any Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document (other than any fee letter solely between the Borrower and the Agent) may be amended, (iii) the performance or observance by the Parent, the Borrower or any other Loan Party of any terms of this Agreement or such other Loan Document (other than any fee letter solely between the Borrower and the Agent) may be waived, and (iv) the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or the Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto.

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

(i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under
Section 13.5. or any increase of a Lender's Commitment effected in accordance with Section 2.11.), or subject the Lenders to any additional obligations;

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

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

(iv) postpone any date fixed for any payment of principal of, or interest on, any Advances or for the payment of Fees or any other Obligations;

(v) change the Commitment Percentages (excluding any change as a result of an assignment of Commitments permitted under Section 13.5. or an increase of Commitments effected pursuant to Section 2.11.);

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

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

(viii) modify the definition of the terms "Appraised Value," "Borrowing Base," "Eligible Property" and "Permanent Loan Estimate";

(ix) release any Guarantor from its obligations under the Guaranty to which it is a party except as contemplated under Section
4.2. or release the Parent from its obligations under the Parent Guaranty;

(x) waive a Default or Event of Default under Section 11.1.(a);

(xi) amend Section 10.1.(b) or modify the definition of the terms "Adjusted Asset Value," "Gross Asset Value" and "Total Liabilities"; or

(x) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, Section 12.8. or
Section 4.2.

(c)______Amendment of Duties of Agent or Swingline Lender. No amendment, waiver or consent unless in writing and signed by the Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.3. or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender.

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

Section 13.7. Nonliability of Agent and Lenders.

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

Section 13.8. Confidentiality.

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

Section 13.9. Indemnification.

(a)______The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Agent, any affiliate of the Agent and each of the Lenders and their respective directors, officers, agents, employees and counsel (each referred to herein as an "Indemnified Party") from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses indemnification in respect of which is specifically covered by Section 3.9. or 5.1. or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an "Indemnity Proceeding") which is in any way related to: (i) this Agreement or any other Loan Document (including without limitation, the Existing Debt Assignment Agreements) or the transactions contemplated thereby; (ii) the making of any Advances or issuance of Letters of Credit hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Advances or Letters of Credit; (iv) the Agent's or any Lender's entering into this Agreement; (v) the fact that the Agent and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Agent and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Borrower and the Subsidiaries; (vii) the fact that the Agent and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Borrower and the Subsidiaries or their financial condition;
(viii) the exercise of any right or remedy the Agent or the Lenders may have under this Agreement or the other Loan Documents including, but not limited to, the foreclosure upon, or seizure of, any Collateral or the exercise of any other rights of a secured party; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party as set forth above for any acts or omissions of such Indemnified Party in connection with matters described in this clause (viii) that constitute gross negligence or willful misconduct; or (ix) any violation or non-compliance by the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Borrower or its Subsidiaries (or its respective properties) (or the Agent and/or the Lenders as successors to the Borrower) to be in compliance with such Environmental Laws.

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

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

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

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

(f)______Subject to the immediately following Section 13.10., the Borrower's obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full in cash of the Obligations, and are in addition to, and not in substitution of, any of the other obligations set forth in this Agreement or any other Loan Document to which it is a party.

Section 13.10. Termination; Survival.

At such time as (a) all of the Commitments have been terminated, (b) none of the Lenders is obligated any longer under this Agreement to make any Advances and (c) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full, this Agreement shall terminate. The indemnities to which the Agent and the Lenders are entitled under the provisions of Sections 3.9., 5.1., 5.4., 12.7., 13.2. and
13.9. and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 13.4., shall continue in full force and effect and shall protect the Agent and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before but not for a period in excess of three years after the date this Agreement terminates in accordance with the preceding sentence and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement but not for a period in excess of three years after any such party cease to be a party to this Agreement.

Section 13.11. Severability of Provisions.

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

Section 13.12. GOVERNING LAW.

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

Section 13.13. Counterparts.

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

Section 13.14. Obligations with Respect to Loan Parties.

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

Section 13.15. Independence of Covenants.

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

Section 13.16. Entire Agreement.

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

Section 13.17. Construction; Conflict of Terms.

The Agent, each Lender, the Borrower and the Parent acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Agent, the Lenders, the Borrower and the Parent. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of any of the other Loan Documents, the terms of this Agreement shall govern; provided, however, that any term or provision of any Collateral Document applicable to the Collateral shall be deemed to be supplemental to, and not in conflict with, the terms and provisions of this Agreement.

Section 13.18. AMENDMENT, RESTATEMENT AND CONSOLIDATION; NO NOVATION.

THE EXISTING CREDIT AGREEMENT AND THE EXISTING DEBT AGREEMENTS ARE being amended, restated AND CONSOLIDATED in THEIR entirety by this agreement for the convenience of the parties. This Agreement merely amends, modifies, restates AND CONSOLIDATES the indebtedness, liabilities and obligations evidenced by the Existing Credit Agreement, THE EXISTING DEBT AGREEMENTS and the other loan documents (as defined in the existing credit agreement) and does not constitute, and it is the express intent of the parties hereto that this Agreement does not effect, a novation of the existing indebtedness, liabilities and obligations owing by the Borrower pursuant to the Existing Credit Agreement OR THE EXISTING DEBT AGREEMENTS. All such indebtedness, liabilities and obligations continue to remain outstanding and evidenced by this agreement and the OTHER LOAN DOCUMENTS.
THE AMENDMENT, RESTATEMENT AND CONSOLIDATION EFFECTED HEREBY SHALL BE DEEMED TO HAVE PROSPECTIVE APPLICATION ONLY FROM AND AFTER THE EFFECTIVE DATE, UNLESS OTHERWISE EXPRESSLY STATED HEREIN.

Section 13.19. Limitation of Liability of Borrower's General Partner.

Subject to the exceptions and qualifications described below, the General Partner, shall not be personally liable for the payment of the Obligations. Notwithstanding the foregoing: (a) if an Event of Default occurs, nothing contained herein shall in any way prevent or hinder the Agent or the Lenders in the enforcement or foreclosure of any Lien securing any of the Obligations, or in the pursuit or enforcement of any right, remedy or judgment against the Borrower or any other Loan Party, or any of their respective assets; and (b) the General Partner shall be fully liable to the Agent and the Lenders to the same extent that the General Partner would be liable absent the foregoing provisions of this Section: (i) for fraud or willful misrepresentation by the General Partner, its Affiliates or predecessor general partner (i.e., the Parent), (to the full extent of losses suffered by the Agent or any Lender by reason of such fraud or willful misrepresentations); (ii) for the retention of any rental income or other income in excess of operating expenses and capital expenses arising with respect to any Collateral Property or any other Collateral and collected by the Borrower after the Agent has given the Borrower notice (or any Senior Officer of the Borrower has knowledge) that an Event of Default exists and, as a result of such Event of Default, the Agent and/or the Lender have elected to exercise any of their rights or remedies available to them as a result thereof (to the full extent of the rental income or other income in excess of such operating expenses and capital expenses collected by the Borrower after the giving of any such notice or obtaining of such knowledge); (iii) for the fair market value, as of the time of the giving of any notice (or obtaining of any such knowledge) referred to in the immediately preceding clause (ii), of any personalty or fixtures removed or disposed of by the Borrower (other than in accordance with the terms of the Security Deed encumbering the same) after the giving of any notice (or obtaining of any such knowledge) referred to in the immediately preceding clause (ii); and (iv) for the misapplication by the Borrower (contrary to the provisions of this Agreement or any of the other Loan Documents) of (x) any proceeds paid under any insurance policy by reason of damage, loss or destruction to any portion of the Collateral (to the full extent of such proceeds so misapplied); or (y) any proceeds or awards resulting from the condemnation of all or any part of any of the Collateral (to the full extent of such proceeds or awards so misapplied). No subsequent owner of Collateral shall be liable under the immediately preceding clause (b) for the acts and omissions of any prior owner, provided such subsequent owner and any partner therein or other party thereto is not an Affiliate of such prior owner or any partner therein or other party thereto, and further provided that the Agent and the Requisite Lenders have given their prior written approval to the transfer of such Collateral to such subsequent owner, if such approval is required under the Loan Documents.

Section 13.20. Limited Nature of Parent's Obligations.

THE LENDERS AND THE AGENT ACKNOWLEDGE AND AGREE THAT THE PARENT IS JOINING IN THE EXECUTION OF THIS AGREEMENT SOLELY FOR THE LIMITED PURPOSE OF BEING BOUND BY THE TERMS OF THE SECTIONS SPECIFICALLY APPLICABLE TO THE PARENT,
INCLUDING SECTIONS 8.1., 8.2., 8.6., 8.10., 8.11., 10.1., 10.4., 10.7., and
10.8. OF THIS AGREEMENT. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT OR OTHER LOAN DOCUMENT RESULTING FROM A BREACH BY THE PARENT OF, OR A MISREPRESENTATION BY THE PARENT UNDER OR IN ANY WAY RELATING TO, ANY OF SUCH SECTIONS SHALL NOT CREATE ANY PERSONAL LIABILITY ON THE PART OF THE PARENT FOR THE PAYMENT OF THE OBLIGATIONS. NOTHING CONTAINED IN THIS SECTION IS INTENDED TO LIMIT THE OBLIGATIONS OF THE PARENT UNDER THE PARENT GUARANTY.

Section 13.21. Limitation of Liability of Borrower's Directors, Officers, Etc.

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

Section 13.22. Replacement of Notes.

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

[Signatures on Following Pages]

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

Borrower:

CBL & Associates Limited Partnership

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

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

PARENT:

CBL & Associates Properties, Inc., solely for the limited purposes set forth in Section 13.20.

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

[Signatures Continued on Next Page]

[Signature Page to Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 with CBL & Associates Limited Partnership]

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

By: /s/ C. Jackson Hoover
   -----------------------------------------
     Name:  C. Jackson Hoover
          ----------------------------------
     Title: Vice President
          ----------------------------------

Commitment Amount:

$60,000,000

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

2859 Paces Ferry Road, Suite 1805 Atlanta, GA 30339 Attn: Loan Administration Telecopier: (770) 435-2262 Telephone: (770) 435-3800

[Signatures Continued on Next Page]

[Signature Page to Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 with CBL & Associates Limited Partnership]

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Michael A. Raarup
   -----------------------------------------
     Name:  Michael A. Raarup
          ----------------------------------
     Title: Vice President
          ----------------------------------

Commitment Amount:

$50,000,000

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

400 City Center Complex Credits Oshkosh, WI 54901 Attn: Brian Wloszcynski Telecopier: (920) 237-7993 Telephone: (920) 237-7534

[Signatures Continued on Next Page]

[Signature Page to Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 with CBL & Associates Limited Partnership]

COMMERZBANK AG, New York and Grand Cayman Branches

By: /s/ Steve Rosamilia
   -----------------------------------------
     Name:  Steve Rosamilia
          ----------------------------------
     Title: Vice President
          ----------------------------------


By: /s/ Marcus Perry
   -----------------------------------------
     Name:  Marcus Perry
          ----------------------------------
     Title: Assistant Vice President
          ----------------------------------

Commitment Amount:

$35,000,000

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

2 World Financial Center New York, NY 10281 Attn: Massimo Ippolito Telecopier: (212) 266-7707 Telephone: (212) 266-7772

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[Signature Page to Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 with CBL & Associates Limited Partnership]

WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ Rex Rudy
   -----------------------------------------
     Name:  Rex Rudy
          ----------------------------------
     Title: Director
          ----------------------------------
           Commitment Amount:

$35,000,000

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

201 S. College St. 8th Floor Charlotte, NC 28288 Attn: Rex E. Rudy, Director Telecopier: (704) 383-7989 Telephone: (704) 383-5398

[Signatures Continued on Next Page]

[Signature Page to Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 with CBL & Associates Limited Partnership]

KEYBANK NATIONAL ASSOCIATION

By: /s/ Ashley Smith Reiser
   -----------------------------------------
     Name:  Ashley Smith Reiser
          ----------------------------------
     Title: Vice President
          ----------------------------------

Commitment Amount:

$25,000,000

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

KBNA 127 Public Sq. OH-01-27-0839 Cleveland, OH 44114 Attn: R. J. Quinn Telecopier: (216) 689-4721 Telephone: (216) 689-3236

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[Signature Page to Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 with CBL & Associates Limited Partnership]

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Wayne P. Robertson
   -----------------------------------------
     Name:  Wayne P. Robertson
          ----------------------------------
     Title: Senior Vice President
          ----------------------------------

Commitment Amount:

$25,000,000

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

One PNC Plaza, 19th Floor 249 Fifth Avenue Mail Stop P1-POPP-19-2 Pittsburgh, PA 15222-2707 Attn: Carrie McDonough Telecopier: (412) 768-5754 Telephone: (412) 768-4279

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[Signature Page to Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 with CBL & Associates Limited Partnership]

SUNTRUST BANK, a Georgia Banking Corporation

By: /s/ Bruce P. Tidwell
   -----------------------------------------
     Name:  Bruce P. Tidwell
          ----------------------------------
     Title: Vice President
          ----------------------------------

Commitment Amount:

$25,000,000

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

736 Market Street Chattanooga, TN 37402-4807 Attn: Sandy L. Sharp Telecopier: (423) 757-3603 Telephone: (423) 757-3193

SCHEDULE 1.1(A)

Existing Debt Agreements

1. Loan Agreement between CBL/Richland Mall, L.P. and U.S. Bank National Association, dated as of May 31, 2002.

2. Promissory Note from CBL/Richland Mall, L.P. to U.S. Bank National Association, dated May 31, 2002 in the original principal amount of $34,600,000.00.

3. Guaranty of CBL & Associates Limited Partnership in favor of U.S. Bank National Association, dated as of May 31, 2002.

4. Combination Construction Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of May 31, 2002, recorded under Clerk's File No. 2002019258, Official Records of McLennan County, Texas; as amended by Amendment and Modification dated June 20, 2002 and recorded under Clerk's File No. 2002023446, aforesaid records.

5. U.C.C. Financial Statements showing CBL/Richland Mall, L.P. as debtor and U.S. Bank National Association as secured party filed in the aforesaid records and with the Texas Secretary of State.

6. Indemnification Agreement among CBL/Richland Mall, L.P., CBL & Associates Limited Partnership and U.S. Bank National Association, dated as of May 31, 2002.

7. Collateral Assignment and Agreement Relating to Property Management Agreement among CBL/Richland Mall, L.P., CBL & Associates Management, Inc. and U.S. Bank National Association, dated as of May 31, 2002.

                      Project                                                             Owner

---------------------------------------------------- ---------------------------------------------------------------------

1. (a) Georgia Square Mall,
         Clark County, Georgia                       (a) Georgia Square Partnership, a Georgia limited partnership

      (b)Georgia Square Cinema                       (b) Georgia Square Associates, Ltd., a Georgia limited partnership

---------------------------------------------------- ---------------------------------------------------------------------
2.       Post Oak Mall
         Brazos County, Texas                        (a)  Post Oak Mall Associates Limited Partnership, a Texas limited partnership
                                                     (b)  College Station Partners, Ltd., a Texas limited partnership

---------------------------------------------------- ---------------------------------------------------------------------
3.       Twin Peaks Mall
         Boulder County, Colorado                    Twin Peaks Mall Associates, Ltd., a Colorado limited partnership

---------------------------------------------------- ---------------------------------------------------------------------
4.       Richland Mall
         Waco, Texas                                 CBL/Richland Mall, L.P., a Texas limited partnership

---------------------------------------------------- ---------------------------------------------------------------------
5.       Frontier Mall
         Cheyenne, Wyoming                           Frontier Mall Associates Limited Partnership, a Wyoming limited partnership
---------------------------------------------------- ---------------------------------------------------------------------

6.       Frontier Square
         Cheyenne, Wyoming                           CBL & Associates Limited Partnership, a Delaware limited partnership
---------------------------------------------------- ---------------------------------------------------------------------

7.       Madison Square Mall
         Huntsville, Alabama                         Madison Square Associates, Ltd., an Alabama limited partnership
---------------------------------------------------- ---------------------------------------------------------------------

8.       Madison Plaza
         Huntsville, Alabama                         Madison Plaza Associates, Ltd., an Alabama limited partnership
---------------------------------------------------- ---------------------------------------------------------------------

SCHEDULE 7.1.(f)

Litigation

None.

SCHEDULE 7.1.(s)

Single Asset Entity Exceptions

The Borrower is the owner of Frontier Square.

Georgia Square Associates, Ltd., the owner of the cinema parcel adjacent to Georgia Square Mall, also owns a 1% general partnership interest in Georgia Square Partnership, the owner of Georgia Square Mall.

Exhibit 10.17.2

FIRST AMENDMENT
TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made and entered into as of the 3rd day of May, 2004, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as "Borrower"), CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (hereinafter referred to as the "Parent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, U.S. BANK NATIONAL ASSOCIATION, a national banking association, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, a German banking corporation, PNC BANK, NATIONAL ASSOCIATION, a national banking association, SUNTRUST BANK, a Georgia banking corporation, and KEYBANK NATIONAL ASSOCIATION, a national banking association, (hereinafter referred to individually as a "Lender" and collectively as the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as contractual representative of the Lenders (in such capacity, the "Agent").

WHEREAS, Borrower, Parent, Lenders and Agent entered into that certain Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 (the "Credit Agreement"), pursuant to which the Lenders agreed to extend to Borrower a credit facility (the "Credit Facility") in the aggregate principal amount of up to Two Hundred Fifty-Five Million and No/100 Dollars ($255,000,000.00) at any one time outstanding; and

WHEREAS, Borrower, Parent, Lenders and Agent desire to modify and amend the Credit Agreement to, among other matters, increase the aggregate principal amount of the Credit Facility to up to Three Hundred Seventy-Three Million Dollars ($373,000,000.00) at any one time outstanding.

NOW THEREFORE, for and in consideration of the premises, for Ten and No/100 Dollars ($10.00) in hand paid by the parties to each other, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Borrower, Parent, Lenders, and Agent, Borrower, Parent, Lenders, and Agent do hereby covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

2. Commitment. (a) From and after the effective date hereof, the Commitment of each Lender is hereby increased to the amounts set forth beside each Lender's name:

                                                                Commitment
Lender                                                             Mall
-------------------------------------------------             --------------
Wells Fargo Bank, National Association                        $85,000,000.00

Wachovia Bank, National Association                           $47,000,000.00

U.S. Bank National Association $71,000,000.00

Commerzbank AG, New York and Grand Cayman                     $47,000,000.00
Branches

PNC Bank, National Association                                $47,000,000.00

SunTrust Bank                                                 $29,000,000.00

KeyBank National Association                                  $47,000,000.00

(b) The within increase in the Commitments is made in lieu of the increase permitted pursuant to Section 2.11 of the Credit Agreement.

(c) Section 2.11 of the Credit Agreement is hereby amended by deleting the figure "$350,000,000" therefrom, and by inserting the figure "$500,000,000" in lieu thereof.

3. Additional Collateral Properties; Additional Loan Parties. From and after the effective date hereof, the Collateral Properties shall include, in addition to the Collateral Properties identified on Schedule 4.1 to the Credit Agreement, the Collateral Properties identified on Schedule 1 attached hereto and by this reference made a part hereof (the "Additional Collateral Properties"), which are owned by the parties identified in said Schedule 1 (the "Additional Loan Parties"). Schedule 7.1(b) of the Credit Agreement is hereby amended by adding thereto the information concerning the Additional Loan Parties set forth on Schedule 2 attached hereto and by this reference made a part hereof.

4. Adjusted Asset Value. The definition of Adjusted Asset Value contained in the Credit Agreement is hereby amended:

(a) by deleting the figure "8.5%" from the second line thereof, and by inserting the figure "8.25%" in lieu thereof; and

(b) by deleting therefrom the final sentence thereof, which did read:

"In addition, in the case of any operating Property acquired in the immediately preceding period of twelve consecutive months for a purchase price indicative of a

capitalization rate of less than 8.5%, EBITDA attributable to such Property shall be excluded from the determination of Adjusted Asset Value."

and inserting the following in lieu thereof

"In addition, in the case of any operating Property acquired in the immediately preceding period of eighteen (18) consecutive months for a purchase price indicative of a capitalization rate of less than 8.25%, EBITDA attributable to such Property shall be excluded from the determination of Adjusted Asset Value."

5. Gross Asset Value. The definition of Gross Asset Value contained in the Credit Agreement is hereby amended by deleting therefrom paragraph (e)(ii) thereof, which did read:

"(ii) any operating Property acquired in the immediately preceding period of twelve consecutive months for a purchase price indicative of a capitalization rate of less than 8.5%; provided, that if the Parent or a Subsidiary acquired such Property together with other Properties or other assets and paid an aggregate purchase price for such Properties and other assets, then the Parent shall allocate the portion of the aggregate purchase price attributable to such Property in a manner consistent with reasonable accounting practices;"

and inserting the following in lieu thereof:

"(ii) any operating Property acquired in the immediately preceding period of eighteen consecutive months for a purchase price indicative of a capitalization rate of less than 8.25%; provided, that if the Parent or a Subsidiary acquired such Property together with other Properties or other assets and paid an aggregate purchase price for such Properties and other assets, then the Parent shall allocate the portion of the aggregate purchase price attributable to such Property in a manner consistent with reasonable accounting practices; provided further, in no event shall the aggregate value of such operating Property included in Gross Asset Value pursuant to this clause (e)(ii) exceed $1,000,000,000.00;"

6. Total Liabilities. The definition of Total Liabilities contained in the Credit Agreement is hereby amended by inserting the following immediately after numbered subclause (2) thereof:

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

7. Litigation. Borrower warrants and represents that Schedule 7.1(f) attached to the Credit Agreement is true, accurate and complete as of the date hereof.

8. Form Collateral Documents. The Credit Agreement is hereby amended by replacing Exhibits C, D, J and M thereto with Exhibits A, B, C and D attached hereto and by this reference made a part hereof, respectively.

9. Conditions Precedent. Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Agent shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Agent:

(a) counterparts of this Amendment duly executed and delivered by Borrower, Parent, Agent and each of the Lenders;

(b) Amended and Restated Promissory Notes executed by the Borrower, payable to each Lender, in the face amount of each Lender's Commitment, as increased pursuant to this Amendment (the "Amended Notes");

(c) Acknowledgements and Consents executed by the Parent and each Guarantor (collectively, the "Guarantor Consents"), consenting to this Amendment and the transactions contemplated hereby;

(d) an amendment to each Mortgage (collectively, the "Mortgage Amendments") encumbering a Collateral Property, amending each such Mortgage to reflect this Amendment and the transaction contemplated hereby;

(e) Security Deeds and Guarantys (collectively, the "Additional Collateral Documents") executed by each of the Additional Loan Parties;

(f) the documents required pursuant to Section 6.3 of the Credit Agreement, with respect to each of the Additional Collateral Properties;

(g) endorsements to each of the title insurance policies insuring the validity and priority of the Mortgages (as amended by the Mortgage Amendments) covered thereby as a first priority Lien upon the Property described therein, subject to Permitted Liens;

(h) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified since February 28, 2003; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower have not been modified since February 28, 2003; (iii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or Borrower are hereinafter collectively referred to as the "Borrower Amendment Documents"); and
(iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which CBL Holdings I, Inc. or Borrower is a party;

(i) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Partnership Agreements, Certificates of Limited Partnership, Articles of Incorporation, Articles of Organization, Bylaws and other organizational documents of each Loan Party owning a Collateral Property have not been modified since February 28, 2003; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of each Loan Party owning a Collateral Property of the Mortgage Amendments, the Guarantor Consents and the other instruments, documents or agreements executed and delivered by or on behalf of such Loan Parties in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or any Loan Party are hereinafter collectively referred to as the "Loan Party Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Loan Party Amendment Documents to which any Loan Party is a party;

(j) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since February 28, 2003; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL & Associates Properties, Inc., authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower or any Subpartnership are hereinafter collectively referred to as the "Properties Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party;

(k) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that attached thereto are true, correct and complete copies of the organizational documents of each of the Additional Loan Parties; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of the Additional Loan Parties of the Additional Collateral Documents and the other instruments, documents or agreements executed and delivered by the Additional Loan Parties in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or the Additional Loan Parties are hereinafter collectively referred to as the "Additional Loan Party Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Additional Loan Party Documents to which any of the Additional Loan Parties is a party;

(l) the opinions of Borrower's in-house counsel and such other counsel located in the jurisdictions where the Additional Collateral Properties are located, addressed to Agent and each Lender and satisfactory in form and substance to Agent, covering such matters relating to the transaction contemplated by this Amendment as Agent may reasonably request; and

(m) payment to Agent, for the benefit of Lenders, of all loan fees due in connection with the increase in the amount of the Commitments.

Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date hereof.

10. Representations and Warranties; No Default. Borrower hereby represents and warrants to the Agent and the Lenders that:

(a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment;

(b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document;

(c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder;

(d) the execution, delivery and performance of this Amendment by Borrower and Parent have been duly authorized by all necessary corporate, partnership or other action;

(e) the execution and delivery of this Amendment and performance thereof by Borrower and Parent does not and will not violate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to Borrower, Parent, CBL Holdings I, Inc., or their respective properties; and

(f) this Amendment, the Amended Notes, the Guarantor Consents, the Additional Collateral Documents, and all other documents executed in connection herewith, constitute legal, valid and binding obligations of the parties thereto, in accordance with the respective terms thereof, subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of the remedies of specific enforcement, subject to the discretion of the court before which any proceeding therefor may be brought.

11. Expenses. Borrower agrees to pay, immediately upon demand by the Agent, all reasonable costs, expenses, fees and other charges and expenses actually incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, the Borrower Amendment Documents, the Loan Party Amendment Documents, the Properties Amendment Documents and the Additional Loan Party Documents.

12. Defaults Hereunder. The breach of any representation, warranty or covenant contained herein or in any document executed in connection herewith, or the failure to observe or comply with any term or agreement contained herein shall constitute a Default or Event of Default under the Credit Agreement (subject to any applicable cure period set forth in the Credit Agreement) and the Agent and the Lenders shall be entitled to exercise all rights and remedies they may have under the Credit Agreement, any other documents executed in connection therewith and applicable law.

13. References. All references in the Credit Agreement and the Loan Documents to the Credit Agreement shall hereafter be deemed to be references to the Credit Agreement as amended hereby and as the same may hereafter be amended from time to time.

14. Limitation of Agreement. Except as especially set forth herein, this Amendment shall not be deemed to waive, amend or modify any term or condition of the Credit Agreement, each of which is hereby ratified and reaffirmed and which shall remain in full force and effect, nor to serve as a consent to any matter prohibited by the terms and conditions thereof.

15. Counterparts. To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signature thereon and thereafter attached to another counterpart identical thereto having attached to it additional signature pages.

16. Further Assurances. Borrower agrees to take such further action as the Agent or the Lenders shall reasonably request in connection herewith to evidence the amendments herein contained to the Credit Agreement.

17. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

18. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Georgia, without regard to principles of conflicts of law.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Sixth Amended and Restated Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

Borrower:

CBL & Associates Limited Partnership

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

By: /s/ John N. Foy
   -----------------------------------------
     Name:  John N. Foy
          ----------------------------------
     Title: Vice Chairman and Chief
            Financial Officer
          ----------------------------------

PARENT:

CBL & Associates Properties, Inc., solely for the
limited purposes set forth in
Section 13.20 of the Credit Agreement.

By: /s/ John N. Foy
   -----------------------------------------
     Name:  John N. Foy
          ----------------------------------
     Title: Vice Chairman and Chief
            Financial Officer
          ----------------------------------

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[Signature Page to First Amendment to Sixth Amended and Restated Credit Agreement]

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

By: /s/ James A. Phelps
    ------------------------------------
   Name: James A. Phelps
         -------------------------------
   Title:  Vice President
         -------------------------------

[Signatures Continued on Next Page]

[Signature Page to First Amendment to Sixth Amended and Restated Credit Agreement]

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Michael A. Raarup
    ------------------------------------
   Name: Michael A. Raarup
         -------------------------------
   Title:  Vice President
         -------------------------------

[Signatures Continued on Next Page]

[Signature Page to First Amendment to Sixth Amended and Restated Credit Agreement]

COMMERZBANK AG, New York and Grand Cayman Branches

By: /s/ Ralph C. Marra, Jr.
    ------------------------------------
   Name: Ralph C. Marra, Jr.
         -------------------------------
   Title:  Vice President
         -------------------------------


By: /s/ James Brett
    ------------------------------------
   Name: James Brett
         -------------------------------
   Title:  Assistant Treasurer
         -------------------------------

[Signatures Continued on Next Page]

[Signature Page to First Amendment to Sixth Amended and Restated Credit Agreement]

WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ Cynthia A. Bean
    ------------------------------------
   Name: Cynthia A. Bean
         -------------------------------
   Title:  Vice President
         -------------------------------

[Signatures Continued on Next Page]

[Signature Page to First Amendment to Sixth Amended and Restated Credit Agreement]

KEYBANK NATIONAL ASSOCIATION

By: /s/ Dan R. Heberle
    ------------------------------------
   Name: Dan R. Heberle
         -------------------------------
   Title:  Senior Vice President
         -------------------------------

[Signatures Continued on Next Page]

[Signature Page to First Amendment to Sixth Amended and Restated Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION

By: /s/ James A. Colella
    ------------------------------------
   Name: James A. Colella
         -------------------------------
   Title:  Senior Vice President
         -------------------------------

[Signatures Continued on Next Page]

[Signature Page to First Amendment to Sixth Amended and Restated Credit Agreement]

SUNTRUST BANK, a Georgia Banking Corporation

By: /s/ W. John Wendler
    ------------------------------------
   Name: W. John Wendler
         -------------------------------
   Title:  Director
         -------------------------------

         Project:                                             Owner:
         -------                                              ------


1.       Sunrise Mall                            CBL/Sunrise Mall, L.P., a
         Brownsville, Texas                      Texas limited partnership

2.       Harford Mall                            Harford Mall Business Trust,
         Bel Air, Maryland                       a Maryland Bel Air, Maryland
                                                 business trust

SCHEDULE 2

Ownership of Additional Loan Parties

SCHEDULE 3

Litigation

EXHIBIT A

Form of Environmental Indemnity Agreement

EXHIBIT B

Form of Guaranty

EXHIBIT C

Form of Security Deed

EXHIBIT D

Form of Closing Certificate and Affidavit

Exhibit 10.18

REVOLVING CREDIT LOAN AGREEMENT

THIS REVOLVING CREDIT LOAN AGREEMENT ("Loan Agreement"), dated this 24th day of September, 2003, is by and between CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000 (the "Borrower"), and SOUTHTRUST BANK, an Alabama banking corporation with offices at 420 North Twentieth Street, Commercial Real Estate Group, 8th Floor, Birmingham, Alabama 35203 (the "Bank").

R E C I T A L S

Borrower has requested that the Bank 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 principal sum of TWENTY MILLION DOLLARS ($20,000,000.00) (or, if lesser, the Borrowing Base described herein) 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), and for general corporate purposes. The Bank has agreed to make establish such credit facility on the terms and conditions herein set forth.

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

Article I
DEFINITIONS AND ACCOUNTING TERMS

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

"Acquired Projects" means any Mall and/or Non-Mall Project (whether alone or in a portfolio of such projects) that are acquired by the Borrower and/or its Affiliates after the date hereof. A Mall or Non-Mall Project shall remain characterized as an "Acquired Project" for the period of fifteen months beginning on the first day of the month next following the month in which the closing of the acquisition of the Acquired Project occurred. Following said fifteen month period, the Acquired Project in question shall be deemed either a Mall or Non-Mall Project as the case may be and shall no longer be considered an Acquired Project.

"Adjusted Loan Amount" means the lesser of (a) an eighty-five percent (85%) loan-to-value ratio of the Mortgaged Properties, such loan-to-value ratio to be calculated based upon the appraised values given to the Mortgaged Properties in current appraisals complying with the Bank's standard appraisal requirements, or (b) the combined Net Operating Income from the Mortgaged Properties as of each January 1, April 1, July 1 and October 1, as the case may be, based upon the then immediately preceding twelve (12) month period, divided by 1.15 with the resulting figure being further divided by the applicable mortgage constant of 8.81 (as such mortgage constant may be adjusted from time to time in Bank's reasonable judgment based upon Bank's then current permanent

loan underwriting criteria for comparable projects), or (c) Twenty Million Dollars ($20,000,000).

"Affiliate" means as to any Person, any other Person which, directly or indirectly, owns or controls, on an aggregate basis including all beneficial ownership and ownership or control as a trustee, guardian or other fiduciary, at least ten percent (10%) of the outstanding shares of Capital Stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other governing body (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have contingency) of such Person or at least ten percent (10%) of the partnership or other ownership interest of such Person; or which controls, is controlled by or is under common control with such Person. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, a pension fund, university or other endowment funds, mutual fund investment company or similar fund having a passive investment intent owning such a ten percent (10%) or greater interest in a Person shall not be deemed an Affiliate of such Person unless such pension, mutual, endowment or similar fund either (i) owns fifty percent (50%) or more of the Capital Stock or other ownership interest in such Person, or (ii) has the right or power to select one or more members of such Person's board of directors or other governing body.

"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.

"Borrowing Base" is the limitation on the aggregate Revolving Credit Loan indebtedness which may be outstanding at any time during the term of this Agreement. The Borrowing Base will be calculated each January 1, April 1, July 1 and October 1 during the term hereof. The Borrowing Base will be an amount not to exceed the Borrower's Adjusted Loan Amount.

"Business Day" means a banking business day of the Bank.

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

"Capitalized Value" means the sum of the following:

(i) an amount, calculated as of any date, equal to the quotient of (A) the sum of (I) Borrower's Funds from Operations during the most recent quarter end (not including Funds from Operations from Malls), annualized, plus (II) the Interest Expense (not including interest expense from Malls) used in calculating Borrower's Funds from Operations pursuant to clause (I) above, annualized plus (III) the annualized base rental income from tenants which have executed leases in Non-Mall Project and in Non-Mall Projects scheduled for completion during the twelve month period subsequent to such date, and (B) 9%.

(ii) an amount, calculated as of any date, equal to the quotient of (A) the sum of (I) Borrower's Funds from Operations during the most recent quarter end (from Malls only), annualized, plus (II) the Interest Expense (from Malls only) used in calculating Borrower's Funds from Operations pursuant to clause (I) above, annualized plus
(III) the annualized base rental income from tenants which have executed leases in Malls and in Malls schedule for completion during the twelve month period subsequent to such date, and (B) 8%.

(iii) an amount, calculated as of the date of the closing of any acquisition of an Acquired Project equal to the sum of (A) the price paid by Borrower and/or its Affiliates for the Acquired Project(s), which price paid shall include any and all cash paid, the amount of any equity interests in CBL Properties, Inc. or share equivalents thereof (the amount of equity interests and/or share equivalents shall be based upon the closing price of the stock of CBL Properties, Inc. on the date of the closing of the acquisition of the Acquired Project) and (B) the amount of any and all recording costs, closing costs and other expenses paid by Borrower and/or its Affiliates to finalize the acquisition of the Acquired Project. Funds from Operations and Interest Expense of an Acquired Project(s) shall be excluded from the calculations set forth in (i) and (ii) above for such time as an Acquired Project remains characterized as such.

"CBL Holdings" means CBL Holdings I, Inc., a Delaware corporation and the sole general partner of Borrower.

"CBL Management, Inc." means CBL & Associates Management, Inc., a Delaware corporation.

"CBL Mortgages" means, collectively, the mortgages and/or deeds of trust with security agreements and assignments of rents and leases and related amendments executed contemporaneously herewith by Gunbarrel Commons, LLC, a Tennessee limited liability company with respect to the Gunbarrel Commons Shopping Center in Hamilton County, Tennessee, and by CBL/Sunrise Commons, L.P., a Texas limited partnership with respect to the Sunrise Commons Shopping Center in Cameron County, Texas (such mortgages covering the properties described in Exhibit A attached hereto and made a part hereof) together with such other affiliates of the Borrower who may hereafter execute and deliver to Bank a CBL Mortgage as referred to in Section 4.1(e) hereof.

"CBL Properties, Inc." means CBL & Associates Properties, Inc., a Delaware corporation and a qualified public REIT and the sole owner of CBL Holdings, and who has guaranteed payment and performance of the Borrowers obligations hereunder pursuant to its Guaranty Agreement of even date herewith in favor of the Lender.

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

"Combined" means, as to any calculation hereunder, that such calculation shall be made on a combined basis for Borrower, CBL Properties, Inc. and CBL Management, Inc., with each such calculation being made, (a) in respect of Borrower, on a consolidated basis for Borrower and its Subsidiaries, (b) in

respect of CBL Properties, Inc., on a consolidated basis for CBL Properties, Inc. and its Subsidiaries, and (c) in respect of CBL Management, Inc., on a consolidated basis for CBL Management, Inc. and its Subsidiaries.

"Contingent Obligations" means, for any Person, any material commitment, undertaking, Guarantee or material obligation constituting a continuing liability under GAAP, but only to the extent the same are required to be reflected on such Persons' audited financial statements.

"Debt Coverage Ratio" means, as of any date the same is calculated, the ratio of (a) EBITDA for the fiscal quarter ending on or most recently ended prior to such date to (b) Debt Service during such fiscal quarter, in each case calculated on a Combined basis in accordance with GAAP.

"Debt Service" means, with respect to Borrower, CBL Properties, Inc., and their respective Subsidiaries for any period, the sum of (a) Interest Expense of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (b) regularly scheduled principal payments on Indebtedness of Borrower, CBL Properties, Inc. and their respective Subsidiaries during such period other than any regularly scheduled principal payment payable on any Indebtedness which prepays such Indebtedness in full, to the extent the amount of such final scheduled principal payment is greater than the scheduled principal payment immediately preceding such final scheduled principal payment, determined in each case on a Combined basis in accordance with GAAP. For purposes of this definition, a voluntary prepayment of Indebtedness shall not constitute a regularly scheduled principal payment even if, under the terms of the agreement governing such Indebtedness, the notice of prepayment has the effect of causing the amount of the prepayment to become due and payable on the date set for such notice of such prepayment.

"EBITDA" means, for any period, the sum of (i) Net Income of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period (excluding equity in net earnings (or loss) of their Unconsolidated Affiliates), plus (ii) depreciation and amortization expense and other non-cash charges of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (iii) interest expense of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (iv) income tax expense in respect of such period, plus (v) cash dividends and distributions actually received by Borrower, CBL Properties, Inc. and their respective Subsidiaries during such period from Unconsolidated Affiliates, plus (vi) extraordinary losses (and any unusual losses arising in or outside the ordinary course of business of Borrower, CBL Properties, Inc. and their respective Subsidiaries not included in extraordinary losses determined in accordance with GAAP that have been reflected in the determination of Net Income) for such period, minus (vii) extraordinary gains of Borrower, CBL Properties, Inc. and their respective Subsidiaries (and any unusual gains arising in or outside the ordinary course of business of Borrower, CBL Properties, Inc. or such respective Subsidiaries not included in extraordinary gains determined in accordance with GAAP that have been reflected in the determination of Net Income) for such period, determined in each case on a Combined basis in accordance with GAAP.

"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.

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

"Funds from Operations" means, as to any period, an amount equal to (a) income (or loss) from operations of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (b) depreciation and amortization, plus (or minus) (c) to the extent not included in clause (a) above, gain (loss) on the sales of outparcels made in the ordinary course of business, and after adjustments for Unconsolidated Affiliates, determined in each case on a Combined basis in accordance with GAAP. Adjustments for Unconsolidated Affiliates will be calculated to reflect funds from operations on the same basis.

"GAAP" means generally accepted accounting principles applied on a basis consistent with those which are to be used in making the calculations for purposes of determining compliance with this Agreement. All calculations made for the purposes of determining compliance with this Agreement shall (except as may be otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in preparation of the annual and quarterly financial statements of CBL Properties, Inc. furnished to the Securities and Exchange Commission.

"Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (ii) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against losses in respect thereof (in whole or in part), provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

"Hazardous Substances" means and includes 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, as applied to any Person at any time, without duplication (a) all indebtedness, obligations or other liabilities of such Person (i) for borrowed money or evidenced by debt securities, debentures, acceptances, notes or other similar instruments, and any accrued interest, fees and charges relating thereto; (ii) with respect to letters of credit issued for such Person's account; (iii) under agreements for the prospective purchase or repurchase assets other than obligations arising under unexercised option agreements; (iv) to make future investments in any Person; (v) to pay the

deferred purchase price of property or services previously purchased or rendered, except unsecured trade accounts payable and accrued expenses required to be capitalized in accordance with GAAP; (b) all indebtedness, obligations or other liabilities of such Person or others secured by a Lien on any asset of such Person, whether or not such Person is otherwise obligated on such indebtedness, obligations or liabilities are assumed by such Person, all as of such time; (c) all indebtedness, obligations or other liabilities of such Person in respect of any foreign exchange contract or any interest rate swap, cap or collar agreement or similar arrangement, net of liabilities owed to such Person by the counterparties thereon; (d) all shares of Capital Stock or equivalent ownership interest subject (upon the occurrence of any contingency or otherwise) to mandatory redemption prior to the date the Loan is scheduled to be repaid in full; (e) obligations of others to the extent Guaranteed by such Person or to the extent such Person is otherwise liable on a recourse basis; and (f) such Person's pro rata share of non-recourse Indebtedness of a partnership in which such Person is a partner (it being understood that the remaining portion of such non-recourse partnership Indebtedness shall not constitute Indebtedness of such Person).

"Interest Coverage Ratio" means, as of any date the same is calculated, the ratio of (a) EBITDA for the fiscal quarter ending on or most recently ended prior to such date to (b) Interest Expense for such fiscal quarter, determined in each case on a Combined basis in accordance with GAAP.

"Interest Expense" means, for any Person for any period, total interest expense on Indebtedness of such Person, whether paid or accrued, but without duplication (including the interest component of capital leases), including, without limitation, (a) all commissions, discounts and other fees and charges owed with respect to letters of credit, and (b) one hundred percent (100%) of any interest expense, whether paid or accrued, or any other Person for which such Person is wholly or partially liable (whether by Guarantee, pursuant to Applicable Law or otherwise) but excluding (i) interest on Reserved Construction Loans, and (ii) swap or other interest hedging breakage costs, all as determined in conformity with GAAP.

"Investment" in any Person shall mean any investment, whether by means of share purchase, loan, advance, extension of credit, capital contribution or otherwise, in or to such Person, the Guarantee of any Indebtedness of such Person, or the subordination of any claim against such Person to other Indebtedness of such Person.

"LIBOR Rate" means one hundred (100) basis points (1.00%) in excess of the London Interbank Offered Rate (LIBOR). As used herein, the term "LIBOR" means, as of any Rate Adjustment Date as provided in Section 3(a) hereof, a per annum rate of interest (expressed as a percentage and rounded upwards, if necessary, to the nearest 0.0625%) equal to the "London Interbank Offered Rate (LIBOR)" at which U.S. Dollar deposits are offered to Lender in immediately available funds in the London Interbank Market as effective for contracts entered into on the Monthly Rate Adjustment Date, as determined by Lender in accordance with its prevailing procedures in effect from time to time. At Borrower's option, interest rate time periods shall be either a one (1) month, two (2) months, three (3) months, or six (6) months LIBOR interest period.

"Lien" means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest or lien arising from a deed of trust, mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes, and including but not limited to reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting the Mortgaged Properties.

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

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

"Malls" means property owned by Borrower and/or its Affiliates that is in the form of an enclosed regional retail shopping mall that includes two or more anchor stores.

"Maturity Date" means the date that the Loan shall be due and payable, and shall be March 15, 2007.

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

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

"Mortgaged Properties" means any property encumbered by a CBL Mortgage. As of the date hereof, the Mortgaged Properties are the Gunbarrel Pointe Shopping Center in Hamilton County, Tennessee and the Sunrise Commons Shopping Center in Cameron County, Texas, together with any other properties which are hereafter subject to a CBL Mortgage.

"Net Income" means, with respect to Borrower, CBL Properties, Inc., and their respective Subsidiaries for any period, net earnings (or loss) after deducting therefrom all operating expenses, income taxes and reserves and net earnings (or loss) attributable to minority interests in Subsidiaries for the period in question, determined in each case on a Combined basis in accordance with GAAP. Without limiting the generality of the foregoing, earnings (or losses) from the sale of outparcels in the ordinary course of business shall be included in determining Net Income.

"Net Operating Income" means, for any Property for the period in question (a) any cash rentals, expense or cost reimbursements, or other income or gain earned by Borrower with respect to such Property, less (b) all cash expenses (excluding items capitalized under GAAP) incurred by Borrower during such period in connection with the operation or leasing of such Property.

"Net Worth" means, with respect to Borrower, CBL Properties, Inc. and their Subsidiaries as of any date, the sum of (a) the total shareholders' equity of CBL Properties, Inc., plus (b) the value of all minority interests in Borrower, plus (c) depreciation and amortization since December 31, 1993, minus
(d) all intangible assets, determined on a Combined basis in accordance with GAAP.

"Non-Mall Project" means property owned by Borrower and/or its Affiliates that is in the form of a retail shopping center that is not a Mall.

"Note" means the Revolving Credit Note executed by the Borrower to the Bank, dated of even date herewith as such note may be modified, renewed or extended from time to time; and any other note or notes executed at any time to evidence the indebtedness under this Loan Agreement, in whole or in part, and any renewals, modifications and extensions thereof, in whole or in part.

"Permitted Encumbrances" means and includes:

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

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

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

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

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

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

"Person" means an individual, partnership, corporation, trust, unincorporated organization, association, joint venture or a government or agency or political subdivision thereof.

"Project" or "Projects," which definition is used and only applies within Section 7.8 hereof, means the real estate projects owned by Borrower, a Subsidiary of Borrower, or any other Person and "Project" shall mean any one of the Projects.

"Property" means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

"Revolving Credit Advances" means advances of principal on the Revolving Credit Loan to be made by the Bank under the terms of this Loan Agreement to the Borrower during the Revolving Credit Period.

"Revolving Credit Loan" means the Borrower's revolving credit indebtedness to the Bank pursuant to Section 2 of this Loan Agreement.

"Revolving Credit Note" means the Note as described in Section 2.3 hereof.

"Revolving Credit Period" means the period of time during which the Bank will make Revolving Credit Advances of the Loan to the Borrower. The Revolving Credit shall commence on the Closing Date and shall expire on the earlier of (a) January 15, 2005 (subject, however, to being extended as is set forth in Section 2.4 hereof) or in the event that the Bank and Borrower shall hereafter mutually agree in writing that the Revolving Credit Loan and the Bank's commitment hereunder shall be extended to another date, such other date mutually agreed upon between Bank and Borrower to which the Bank's commitment shall have been extended, or (b) the date as of which Borrower shall have terminated the Bank's commitment under the provisions of Section 2.6 hereof.

"Subsidiary" means, as to any Person, any other Person, more than fifty percent (50%) of the outstanding shares of Capital Stock, partnership interest or other ownership interest, having ordinary voting power to elect a majority of the board of directors or similar governing body of such other Person (irrespective of whether or not at the time stock or other ownership interests of any other class or classes of such other Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or by one or more "Subsidiaries" of such Person, and whose financial reports are prepared on a consolidated basis with such Person. "Wholly Owned Subsidiary" shall mean any such Person of which all of the shares of Capital Stock or ownership interests (other than, in the case of a corporation, directors' qualifying shares) are so owned or controlled. For purposes of this Agreement, CBL Management, Inc. shall be deemed to be a Subsidiary of Borrower.

"Total Obligations" means, as of any date, the sum (without duplication) of (a) the Indebtedness of Borrower, CBL Properties, Inc. and their respective Subsidiaries (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof); plus (b) the aggregate amount of Contingent Obligations of Borrower, CBL Properties, Inc. and their respective Subsidiaries in respect of Indebtedness (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof); plus (c) Borrower's, CBL Properties, Inc's or their respective Subsidiaries' proportionate share of Indebtedness (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof) of any Unconsolidated Affiliate, whether or not Borrower, CBL Properties, Inc. or such Subsidiary is obligated on such Indebtedness; plus (d) all other amounts which would be classified as a

liability on the consolidated balance sheets of Borrower or CBL Properties, Inc., determined in each case on a Combined basis in accordance with GAAP.

"Unconsolidated Affiliate" means, in respect of 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.

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

Article II
COMMITMENT; FUNDING AND TERMS OF REVOLVING CREDIT LOAN

2.1 The Commitment. Subject to the terms and conditions herein set out, Bank agrees and commits to make Revolving Credit Advances to the Borrower from time to time during the Revolving Credit Period in an aggregate principal amount not to exceed, at any one time outstanding, the lesser of (a) Twenty Million Dollars ($20,000,000) or (b) the Borrowing Base. Within the aforesaid limits, the Borrower may borrow, make payments of, and re-borrow under the Revolving Credit Loan.

2.2 Funding the Loan. Each Revolving Credit Advance hereunder shall be made upon the written request of the Borrower to the Bank, specifying the date and amount and intended use thereof. All Revolving Credit Advance hereunder shall be made by depositing the same to the checking account of Borrower at the Bank or other methods acceptable to Borrower and Bank.

2.3 The Note and Interest. The Revolving Credit Loan shall be evidenced by the Note, a copy of which is attached hereto as Exhibit C. The unpaid principal balances of the Revolving Credit Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances at the LIBOR Rate. The first selection of the one (1) month, two (2) months, three (3) months, or six (6) months LIBOR interest period shall be made by the Borrower on or prior to the date of the Note and each selection thereafter shall be made at least twenty-four (24) hours prior to the end of the then applicable interest rate period. The Borrower may not select a rate period which extends beyond the Maturity Date. Interest shall be payable monthly on the fifteenth (15th) day of each month after the Closing Date, commencing October 15, 2003, with the final installment of interest, together with the entire outstanding principal balance of the Revolving Credit Loan, being due and payable on the Maturity Date.

2.4 Loan Review; Extensions of Revolving Credit Period; Continuing Security.

(a) The Revolving Credit Period may be extended for additional periods of one (1) year (but in no event later than the Maturity Date), in accordance with the provisions of this subsection (a) following. On January 15, 2005 and January 15, 2006, Bank shall review the performance of the Loan. If the Bank deems performance of the Loan

acceptable, it will renew the Revolving Credit Period for one (1) year (to the following January 15), and during such renewal period, Bank will make Revolving Credit Advances to the Borrower in accordance with the terms hereof. However, if Bank, in its sole judgment, deems performance of the Loan not acceptable, Bank shall not be obligated to renew the Revolving Credit Period of the Loan, and, in such case, the then outstanding principal balance of the Loan shall convert to a "term" note, no further Revolving Credit Advances will be made hereunder, and the Borrower shall pay to Bank monthly installments of accrued and unpaid interest on the outstanding principal balance commencing January 15, 2005, and on the Maturity Date, Borrower shall pay to the Bank the outstanding principal balance, together with all accrued and unpaid interest thereon. Assessment of performance and the decision whether to renew the Revolving Credit Period shall be solely within Bank's discretion.

(b) The Bank's election not to make further Revolving Credit Advances shall not affect the security interest granted to Bank pursuant to the CBL Mortgages, nor the duties, covenants, and obligations of the Borrower therein and in this Agreement until all indebtedness, liabilities and obligations secured by the CBL Mortgages are satisfied in full; 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.

2.5 [INTENTIONALLY DELETED.]

2.6 Prepayments or Termination of the Revolving Credit Loan. The Borrower may, at its option, from time to time, subject to the terms and conditions hereof, without penalty, borrow, repay and reborrow amounts under the Revolving Credit Loan. By notice to the Bank in writing, Borrower shall be entitled to terminate the Bank's commitment to make further Revolving Credit Advances, in which case the Loan, unless paid in full by the Borrower, shall convert to a term note as set forth in Section 2.4 above and shall be payable in accordance therewith. Provided that the Revolving Credit Loan and all interest and all other obligations of Borrower to Bank arising hereunder shall have been paid in full, Bank shall thereupon at Borrower's request release its security interest in the Mortgaged Properties.

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

Article III
REQUIRED PAYMENTS, PLACE OF PAYMENT, ETC.

3.1 Required Repayments. In the event that the outstanding principal balance of the Revolving Credit Loan shall at any time exceed the Borrowing Base, upon discovery of the existence of such excess borrowings, the Borrower shall, within one hundred twenty (120) days from the date of such discovery, make a principal payment which will reduce the outstanding principal balance of the Revolving Credit Loan to an amount which does not exceed the Borrowing Base and/or at

Borrower's option provide the Bank with additional collateral for the Revolving Credit Loan of a value and type reasonably satisfactory to the Bank which additional collateral shall be at a minimum sufficient to secure the then outstanding balance of the Loan (after credit for any principal reduction payment received from Borrower, if any), and if Borrower intends to request additional Revolving Credit Advances under the Loan, the additional collateral shall include collateral, deemed sufficient in the Bank's discretion, to secure the Twenty Million Dollars ($20,000,000.00) credit line limitation, thereafter permitting Borrower to obtain additional Revolving Credit advances in the manner and to the extent provided under the terms of this Loan Agreement.

In addition and during such one hundred twenty (120) day period or until the principal payment or satisfactory collateral is received, whichever is less, the Borrower will not make any additional requests for Revolving Credit Advance 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 Agreement.

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

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

Article IV
CONDITIONS OF LENDING

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

(a) This Loan Agreement.

(b) The Note.

(c) The CBL Mortgages together with title commitments from title insurance companies acceptable to the Bank, providing for the issuance of mortgagee's loan policies insuring the liens of the CBL Mortgages in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may require.

(d) Current draft financial statements of the Borrower in form satisfactory to the Bank to be held by the Bank in strict confidence.

(e) Certified copy of Borrower's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower.

(f) Certified corporate resolutions of Borrower's general partner, and certificate(s) of existence for Borrower's general partner from the state of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partner.

(g) Certified copy of the Limited Partnership Agreement and Certificate of Limited Partnership for CBL/Sunrise Commons, L.P. ("CBL/Sunrise") and the Operating Agreement and Certificate of Formation for Gunbarrel Commons, LLC ("Gunbarrel"), and all amendments thereto and a certificate of existence for such entities

(h) Certified corporate resolutions of the general partners of CBL/Sunrise and the manager of Gunbarrel and certificate(s) of existence for such general partners and managers from the states of their incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the general partners.

(i) The opinion of counsel for Borrower, CBL/Sunrise, Gunbarrel, CBL Holdings, CBL Management Inc., and CBL Properties, Inc., and for the general partner, manager or officers of each of the foregoing entities, that the transactions herein contemplated have been duly authorized by all requisite corporate, company and partnership authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require.

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

(k) Environmental audits of the applicable Mortgaged Properties.

(l) Current as-built surveys of the applicable Mortgaged Properties at Closing, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which surveys shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate.

(m) Appraisals of the applicable Mortgaged Properties.

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

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

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

(b) The Borrower shall not be in default beyond any cure period 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 indebtedness. Each of the Warranties and Representations of the Borrower, as set out in Article 5 hereof shall remain true and correct in all material respects as of the date of such Revolving Credit Advance.

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

Article V
REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that:

5.1 Partnership Status. It 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.

5.2 Power and Authority. The execution, delivery and performance of the Loan Agreement and the Note by the Borrower 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 agreement of the Borrower, any provision of any indenture, agreement or other instrument to which Borrower is a party, or by which Borrower's 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, except for liens and other encumbrances provided for and securing the indebtedness covered by this Loan Agreement.

5.3 Financial Condition.

(a) The balance sheet of Borrower for the fiscal year ended as of December 31, 2002 and the related statement of income and changes in financial conditions for such years then ended, a copy of each of

which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of 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) There has been no substantial adverse change in the business, properties or condition, financial or otherwise, of Borrower since December 31, 2002.

(c) The balance sheet of CBL Properties, Inc. for the fiscal year ended as December 31, 2002 and the related statement of income and changes in financial conditions for the year then ended, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of CBL Properties, Inc. as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(d) There has been no substantial adverse change in the business, properties or condition, financial or otherwise, of CBL Properties, Inc. since December 31, 2002.

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

5.4 Title to Assets. Borrower has good and marketable title to all its properties and assets reflected on the most recent balance sheet furnished to Bank subject to the Permitted Encumbrances with respect to the Mortgaged Properties and subject to all encumbrances, whether of record or not, with respect to all other properties.

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

5.6 Taxes. 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.

5.7 Contracts or Restrictions Affecting Borrower. In Borrower's opinion, Borrower is not a party to any agreement or instrument or subject to any partnership agreement restrictions adversely affecting its business, properties or assets, operations or condition (financial or otherwise) other than this agreement, other bank loan or property partnership agreements that contain certain restrictive covenants or other agreements entered into in the ordinary course of business.

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

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

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

5.11 Hazardous Substances. 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 of the Mortgaged Properties and no above or underground storage tanks exist unlawfully on such Mortgaged Properties. No private or governmental lien or judicial or administrative notice or action related to Hazardous Substances or other environmental matters has been filed against any property which, if adversely determined, would materially adversely affect the business, operations or the financial condition of Borrower except as set forth in Exhibit F attached hereto.

5.12 Ownership of Borrower and CBL Holdings. As of the date hereof, CBL Properties, Inc. owns 100% of CBL Holdings. As of the date hereof, CBL Holdings owns an approximate 1.7% general partner interest in the Borrower. As of the date hereof, CBL & Associates, Inc. and its affiliates (including wholly-owned subsidiaries), officers and key employees own an approximate 15.8% limited partnership interest in the Borrower. The Borrower has no other general partners.

Article VI
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 indebtedness evidenced by the Note, unless the Bank shall otherwise consent in writing, such consent to be at the discretion of the Bank, Borrower will:

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

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

6.3 Insurance. (a) With respect to all Mortgaged Properties, at all times maintain in some company or companies (having a Best's rating of A:XI or better) approved by Bank:

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

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

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

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

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

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

6.5 Financial Reports and Other Data. Furnish to the Bank as soon as available 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 balance sheet and statement of income and surplus of Borrower together with the unqualified audit report and opinion of Deloitte & Touche, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Bank, showing the financial condition of Borrower at the close of such year and the results of operations during such year; and, within forty-five (45) days after the end of each fiscal quarter, (i) financial statements similar to those described above for Borrower and for CBL Properties, Inc., not audited but certified by the Chief Financial Officer or Controller or a Vice President of Accounting of Borrower and CBL Properties, Inc., as the case may be, such balance sheets to be as of the end of such quarter and such statements of income and surplus 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; and (ii) a Non-Default Certificate in the form prescribed on Exhibit E Attached hereto and made a part hereof; and, within thirty (30) days after the end of each fiscal quarter, rent rolls and operating statements related to the Mortgaged Properties.

6.6 Additional Information. Furnish such other information regarding the operations, business affairs and financial condition of the Borrower as Bank may reasonably request, including but not limited to written confirmation of requests for Revolving Credit Advances, true and exact copies of its books of account and tax returns, and all non-confidential information furnished to the owners of its partnership interests, or any governmental authority, and permit the copying of the same and Bank agrees that all such information shall be maintained in strict confidence. Provided, however, the 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 Bank in writing of material 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 material defaults would constitute an Event of Default hereunder. Borrower shall not enter into any such contractual arrangement whereby the Borrower is prohibited from disclosing such financial arrangements, without providing Bank 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.

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

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

6.9 Notice of Adverse Change in Assets. At the time of Borrower's first knowledge or notice, immediately notify the Bank of any information that may adversely affect in any material manner the Mortgaged Properties.

6.10 Total Obligations to Capitalized Value. Maintain at all times beginning on the Closing Date, a ratio of Total Obligations to Capitalized Value of not more than .65 to 1.00.

6.11 Appraisals. Upon the occurrence of an Event of Default which remains uncured beyond any applicable grace or cure period, deliver to the Bank, upon request by the Bank, appraisals of the Property.

6.12 Secondary Financing by CBL Properties, Inc. In the event CBL Properties, Inc. does any secondary offering of its securities, it will apply no less than seventy-five (75%) net of expenses of the monies received from such offering for the benefit of the Borrower and will not use that percentage of funds so received to capitalize or otherwise fund any other new partnerships or entities.

Article VII
NEGATIVE COVENANTS OF BORROWER

Borrower covenants and agrees that at all times from and after the Closing Date, unless the Bank shall otherwise consent in writing, such consent to be at the reasonable discretion of the Bank, it will not, either directly or indirectly:

7.1 Indebtedness. Incur, create, assume or permit to exist any indebtedness or liability, secured by any of the Mortgaged Properties, except for indebtedness, which is subordinate in all respects to the indebtedness evidenced by the Revolving Credit Loan and the Note, which indebtedness does not exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate per property and is used for renovation of the Mortgaged Properties.

7.2 Mortgages, Liens, Etc. Create, assume or suffer to exist any mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of the Mortgaged Properties except:

(a) Liens securing payment of the Note;

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

(c) Liens securing indebtedness permitted under Section 7.1 above.

7.3 Sale of Assets. Sell, lease, convert, transfer or dispose (other than in the normal course of business) of all or a substantial part of its assets for less than book value or fair market consideration without the Bank's prior written consent; provided, however, while the Revolving Credit Loan is outstanding, the Borrower may not sell in a single transaction or related series of transactions properties whose GAAP base value exceeds twenty percent (20%) of the GAAP book value of the Borrower's assets without the Bank's approval or review. All transfers, whether or not the Bank's approval shall be required as set forth above, shall be reported to the Bank.

7.4 Consolidation or Merger; Acquisition of Assets. Enter into any transaction of merger or consolidation, acquire any other business or corporation, or acquire all or substantially all of the property or assets of any other Person unless the Borrower and/or its general partner shall be the surviving entities.

7.5 Partnership Distributions and Other Payments. Except as hereinafter provided, declare or pay, or set apart any funds for the payment of, any distributions on any partnership interest in Borrower, or apply any of its funds, properties, or assets to or set apart any funds, properties or assets for, the purchase or other retirement of or make any other distribution (whether by reduction of partnership capital or otherwise) in respect of, any partnership interest in Borrower; or without the consent of Bank, pay any fee or other compensation of any nature to or for the benefit of CBL & Associates, Inc. and/or CBL Properties, Inc. and/or their affiliates, officers or key employees (the "Distributees"). Notwithstanding anything stated in the foregoing to the contrary, (a) Borrower may pay to such Distributees and its other partners quarterly distributions so long as such distributions do not exceed in the aggregate 95% of Funds from Operations and (b) Borrower may pay any fee or other reasonable compensation of any nature to or for the benefit of (i) CBL Management, Inc., or (ii) any other Distributee, which payment has been made in the ordinary course of business and approved by the independent directors of CBL Properties, Inc. Borrower may make a distribution from Loan proceeds but only once during any rolling twelve (12) month period and provided Borrower is not in default hereunder and such distribution will not create a default hereunder.

7.6 Loans to Officers and Employees. Permit or allow loans to officers and employees of Borrower 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 Management, Inc.

7.7 Limitations on Floating Rate Indebtedness. Incur, assume or suffer to exist any outstanding indebtedness bearing interest at a variable rate that fluctuates during the scheduled life of such indebtedness (other than indebtedness under Reserved Construction Loans, as that term is defined hereinafter) in an aggregate principal amount in excess of $125,000,000.00 at any one time outstanding unless Borrower has obtained an interest rate swap, cap or collar agreement or similar arrangement with a recognized investment grade financial institution which prevents the all-in effective interest rate payable by Borrower with respect to the principal amount of such indebtedness in excess of $125,000,000.00 (including base rate, applicable margin and reserve and similar costs) from increasing above the rate set forth below with respect to such indebtedness:

     Principal Amount in
Excess of $125,000,000.00                        Interest Rate
--------------------------                       -------------
     Less than or equal
     to $50,000,000.00                                8.5%

     Greater than
     $50,000,000.00 and
     less than or equal
     to $100,000,000.00                               8.0%

     Greater than
     $100,000,000.00 and
     less than or equal
     to $150,000,000.00                               7.5%

     Greater than
     $150,000,000.00                                  7.0%

For purposes of this Loan Agreement, "Reserved Construction Loan" shall mean a construction loan extended to Borrower or to a subsidiary of Borrower for the construction of a project in respect to which (a) neither any monetary or material non-monetary default nor any event of default exists; (b) interest on such loan has been budgeted to accrue at a rate of not less than the Base Rate plus two percent (2%) at the time the interest reserve account is established;
(c) the amount of such budgeted interest has been (i) included in the principal amount of such loan and (ii) segregated into an interest reserve account (which shall include any arrangement whereby loan proceeds equal to such budgeted interest are reserved and only disbursed to make interest payments with respect to such loan); (d) absent an event of default or a monetary or material non-monetary default, such interest can be paid out of such interest reserve account only for the purpose of making interest payments on such loan; (e) the amount held in such interest reserve account with respect to such loan, together with the net income, if any, from such project projected by the Bank in its reasonable judgment, will be sufficient, as reasonably determined by the Bank from time to time, to pay all interest expense on such loan until the date that the earnings before income, taxes, depreciation and amortization of the project being financed by such loan is anticipated to be sufficient to pay all interest

expense on such loan; and (f) Borrower has delivered all certificates required by this Loan Agreement.

7.8 Investment Concentration.

(a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and its subsidiaries to exceed the following percentages of Borrower's Net Worth:

(i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease

under  which  Borrower is the  landlord  and a Person not an
Affiliate  of Borrower is the tenant;  (B) land on which the
development of a Project has commenced;  (C) 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 (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net Worth;

(ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard, Chattanooga, Tennessee and a small office building located at Richland Mall, Waco, Texas, exceeds ten percent (10%) of Net Worth;

(iii)Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth;

(iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth;

(v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments
(other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (I) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (II) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to --- make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth.

(b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30)

days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the financial covenants set forth herein.

7.9 Minimum Net Worth. Permit its Net Worth at any time to be less than $1,000,000,000.00 plus fifty percent (50%) of the net proceeds or value (whether cash, property or otherwise) received by CBL Properties, Inc. or Borrower from any issuance after the effective date of this Loan Agreement of any shares of Capital Stock of CBL Properties, Inc., any operating partnership units of Borrower or any shares of Capital Stock or other equity interest in any Subsidiary of Borrower.

7.10 Debt Coverage Ratio. Permit, as of the last day of any fiscal quarter of Borrower, the Debt Coverage Ratio to be less than 1.55 to 1.00.

7.11     Interest  Coverage Ratio.  Permit,  as of the last day of any fiscal
quarter,  the Interest Coverage Ratio to be less than 1.75 to 1.00.

                                  Article VIII
                                EVENTS OF DEFAULT

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

8.1 Payment of Principal, Interest to Bank. The Borrower defaults in the payment as and when due of principal or interest on the Note or any fees due under this Loan Agreement which default shall continue for more than ten (10) days following mailing of notice from Bank to Borrower thereof; or in the payment when due of any other recourse indebtedness, liabilities, or obligations to the Bank beyond the expiration of any applicable notice and cure period, whether now existing or hereafter created or arising; direct or indirect, absolute or contingent; or

8.2 Payment of Obligations to Others. The Borrower defaults in the payment as and when due of any other indebtedness or obligation but only if: (a) such indebtedness or obligation is with recourse to the Borrower; and (b) the effect of such default is to accelerate the maturity of such indebtedness or obligation, or the effect of such default is to permit the holder thereof to cause such indebtedness or obligation to become due prior to its stated maturity; and (c) the default is not cured within the applicable cure period, if any, or subsequently waived by the lender to whom payment is owed. Provided, however, even if such indebtedness or obligation is with recourse to the Borrower, the Borrower will not be considered in default hereunder if the default is either: (a) a monetary default which does not exceed One Million Dollars ($1,000,000.00) and is not a failure to pay a normal monthly, quarterly or other periodic principal or interest installment due specifically excluding any regularly scheduled balloon payment not paid in full within sixty (60) days

of the actual due date of the balloon payment unless the Lender has issued a notice of default with respect to such balloon payment), or, (b) is being contested by the Borrower in good faith through appropriate proceedings reasonably acceptable to Bank; or

8.3 Performance of Obligations to Bank. The Borrower defaults with respect to the performance of any non-monetary obligation incurred in connection with the Loan other than its obligations under Section 7.8 hereof and such default continues for more thirty (30) days following mailing of notice thereof from Bank to Borrower, or, if such default is incapable of cure within such thirty
(30) day period, Borrower fails to diligently, continuously and in good faith pursue such cure to completion; or the Borrower defaults with respect to the performance of any other non-monetary obligation incurred in connection with any recourse indebtedness for borrowed money owed to the Bank an such default continues for more thirty (30) days following mailing of notice thereof from Bank to Borrower, or, if such default is incapable of cure within such thirty
(30) day period, Borrower fails to diligently, continuously and in good faith pursue such cure to completion; or

8.4 Performance of Obligations to Others. An event of default occurs with respect to the performance of non-monetary obligations incurred in connection with any recourse indebtedness for borrowed money owed to a lender other than Bank, if the default even if subsequently waived by the Bank is considered a material default by the Bank and if the default is not cured within the applicable cure period provided by the lender to whom such performance is owed; provided, however, if the indebtedness is in an amount less that $1,000,000.00, or if the lender's declaration of default is being continuously and diligently contested by the Borrower in good faith through appropriate proceedings, such default shall not constitute a default hereunder; or

8.5 Representation or Warranty. Any representation or warranty made by the 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

8.6 Bankruptcy, Etc. The Borrower, CBL Holdings, or CBL Properties, Inc. 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, CBL Holdings, or CBL Properties, Inc., in which an order for relief is entered against Borrower, CBL Holdings, or CBL Properties, Inc. or which remains undismissed for a period of ninety (90) days or more; or Borrower, CBL Holdings, or CBL Properties, Inc. 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 Borrower, CBL Holdings, or CBL Properties, Inc. shall generally not pay its debts as such debts become due; or

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

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

8.9 Change in Ownership. CBL & Associates, Inc., its affiliates (including wholly-owned subsidiaries), officers and key employees shall have, through sale or transfer, reduced their aggregate partnership interest in Borrower to less than 15% of the aggregate of such partnership interests. Provided, however, if the change in ownership occurs as a result of actions taken by Borrower in compliance this Loan Agreement, no such change of ownership shall result in an Event of Default hereunder; or

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

8.11 Covenants. The Borrower 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 Mortgages or in any other instrument or document which now or hereafter evidences or secures all or any part of the loan indebtedness which default shall continue for more than thirty (30) days following the mailing of notice from Bank to Borrower thereof or such longer period as may be required provided Borrower is diligently pursuing the cure of such default (such time period not to exceed ninety (90) days without further consent from Bank); or

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

exercised by the Bank concurrently or sequentially, in such order as the Bank may choose.

Article IX
MISCELLANEOUS

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

9.2 Notices. All notices and other communications provided for hereunder shall be in writing and shall be mailed, certified mail, return receipt requested, or delivered, if to the Borrower, to it at c/o CBL Properties, Inc., CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000, Attention:
President, with a copy to Charles W.A. Willett, Jr., Senior Vice President; if to the Bank, to it at 420 North 20th Street, Commercial Real Estate Group, 8th Floor, Birmingham, Alabama 35203, or as to any such person at such other address as shall be designated by such person in a written notice to the other parties hereto complying as to delivery with the terms of this Section 9.2. All such notices and other communications shall be effective (i) if mailed, when received or three 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.

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

9.4 Indemnification. Borrower agrees to indemnify Bank from and against any and all claims, losses and liabilities, including, without limitation, reasonable attorneys' fees, growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from Bank's gross negligence or willful misconduct or from Bank's violation of applicable banking rules and regulations. The indemnification provided for in this Section shall survive the payment in full of the loan.

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

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

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

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

9.9 Interest Limitations.

(a) The Loan and the Note 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 the Note.

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

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

9.11 Fees and Expenses. The Borrower agrees to pay, or reimburse the Bank for, the reasonable actual third party out-of-pocket expenses, including counsel fees and fees of any accountants, inspectors or other similar experts, as deemed necessary by the Bank, incurred by the Bank in connection with the development,

preparation, execution, amendment, recording, (excluding the salary and expenses of Bank's employees and Bank's normal and usual overhead expenses) or enforcement of, or the preservation of any rights under this Loan Agreement, the Notes, and any instrument or document now or hereafter securing the and Revolving Credit Loan indebtedness.

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

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

9.14 Limited Recourse and Joinder of CBL Properties, Inc. CBL Properties, Inc. joins herein for the purpose of acknowledging and consenting to the terms and provisions of Section 6.12 hereof. Except for its failure to abide by Section 6.12 of this Loan Agreement in no event shall CBL Properties, Inc. have any personal liability whatsoever hereunder, all recourse being held to the assets of Borrower.

9.15 Bank's Consent. Except as otherwise expressly provided herein, in any instance hereunder where Bank's approval or consent is required or the exercise of its judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the reasonable discretion of Bank, and Bank shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment provided that the Bank shall proceed at all times in good faith and in a commercially reasonable manner.

9.16 Conflict. In the event of any conflict between the provisions hereof and any other loan document, during the continuance of this Agreement the provisions of this Agreement shall control.

9.17 Controlling Law. THE VALIDITY, INTERPRETATION, ENFORCEMENT AND EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA. BORROWER CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING ARISING HEREUNDER MAY BE BROUGHT IN THE FULTON COUNTY SUPERIOR COURT OF THE STATE OF GEORGIA OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA AND ASSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY SUCH COURT IN ANY ACTION OR PROCEEDING INVOLVING THIS AGREEMENT. NOTHING HEREIN SHALL LIMIT THE JURISDICTION OF ANY OTHER COURT.

9.18 Waiver of Jury Trial. BORROWER HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE LOAN, OR (B) IN ANY WAY CONNECTED WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF BANK AND/OR BORROWER WITH RESPECT TO THE LOAN OR IN CONNECTION WITH THIS AGREEMENT OR THE EXERCISE OF EITHER PARTY'S RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR OTHERWISE, OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES HERETO, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. BORROWER AGREES THAT BANK MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINED AGREEMENT OF BORROWER IRREVOCABLY TO WAIVE ITS RIGHTS TO TRIAL BY JURY, AND THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE OR CONTROVERSY WHATSOEVER (WHETHER OR NOT MODIFIED HEREIN) BETWEEN BORROWER AND BANK SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

IN TESTIMONY WHEREOF, the above partnership Borrower and CBL Properties, Inc. has caused this instrument to be executed in the appropriate company or partnership name by its duly authorized general partner, and has adopted as its seal the word "SEAL" appearing beside its name, this sealed instrument being executed and delivered on the date first above written.

CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware
limited partnership

BY: CBL HOLDINGS I, INC.,
a Delaware corporation
Its Sole General Partner

                                      By:  /s/ John N. Foy
                                          -------------------------------------
                                      Print Name:   John N. Foy
                                                  -----------------------------
                                      Title: Vice Chairman and Chief
                                                Financial Officer
                                             ----------------------------------

ATTEST:
  /s/ James L. Crowder
--------------------------------------
James L. Crowder
-----------------------------, Secretary

(Corporate Seal)

CBL & ASSOCIATES PROPERTIES, INC.,
a Delaware corporation

                                      By:  /s/ John N. Foy
                                          -------------------------------------
                                      Print Name:   John N. Foy
                                                  -----------------------------
                                      Title: Vice Chairman and Chief
                                                Financial Officer
                                             ----------------------------------

ATTEST:
  /s/ James L. Crowder
--------------------------------------
James L. Crowder
-----------------------------, Secretary

(Corporate Seal)

SOUTHTRUST BANK,
an Alabama banking corporation

By:  /s/ James C. Ebersole
   -------------------------------------
     James C. Ebersole, Vice President

EXHIBIT A

Real property known as:

Gunbarrel Commons, Hamilton County, Tennessee

Springs Crossing, Cameron County, Texas

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

EXHIBIT B

PERMITTED ENCUMBRANCES

As described in the Mortgages.

EXHIBIT C

REVOLVING CREDIT NOTE

EXHIBIT D

CLOSING CHECKLIST

EXHIBIT E

NON-DEFAULT CERTIFICATE

For Fiscal Year Ended December 31, 2002.
For Fiscal Quarter Ended June 30, 2003.

The undersigned, a duly authorized officer of CBL & Associate Limited Partnership, a Delaware limited partnership [referred to as "Borrower" in that certain Loan Agreement (the "Loan Agreement") dated September ___, 2003 between Borrower and SouthTrust Bank, an Alabama banking corporation ("Bank")], certifies to said Bank, in accordance with the terms and provisions of said Loan Agreement, as follows:

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

2. As of the date hereof, 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 the following are true, accurate and complete:

(i) The Net Worth (as defined in the Loan Agreement) of the Borrower is $1,000,000,000.00 as of September ____, 2003.

(ii) The Total Obligations to Capitalized Value Ratio of the Borrower is .65 to 1.00 as of September ____, 2003.

(iii)The Debt Coverage Ratio of the Borrower is 1.55 to 1.00 as of September ____, 2003.

(iv) The Interest Coverage Ratio of the Borrower is 1.75 to 1.00 as of September ____, 2003.

DATED this ______ day of September, 2003.

CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware
limited partnership

BY: CBL HOLDINGS I, INC.,
Its Sole General Partner

[Corporate Seal]

EXHIBIT F

LITIGATION

Disclosure Pursuant to Paragraph 5.5

None.

ENVIRONMENTAL MATTERS

Disclosure pursuant to Paragraph 5.11

None.

Exhibit 10.19.1

SunTrust Bank,

as Lender

and

CBL & Associates Limited Partnership,

as Borrower

THIRD AMENDED AND RESTATED LOAN AGREEMENT

September 24, 2003

THIRD AMENDED AND RESTATED LOAN AGREEMENT....................................1
-----------------------------------------


Recitals of Fact.............................................................1
----------------


AGREEMENTS...................................................................2
----------

ARTICLE 1         DEFINITIONS AND ACCOUNTING TERMS...........................2
---------         --------------------------------

1.1      Certain Defined Terms...............................................2
---      ---------------------

Additional Costs.............................................................2
----------------

Adjusted Asset Value.........................................................2
--------------------

Advance......................................................................2
-------

Affiliate....................................................................2
---------

Agreement Date...............................................................3
--------------

ANB..........................................................................3
---

Applicable Law...............................................................3
--------------

Appraisal....................................................................3
---------

Appraised Value..............................................................3
---------------

Assignment of Leases and Rents...............................................3
------------------------------

Bank.........................................................................3
----

Base Rate....................................................................4
---------

Base Rate Advance............................................................4
-----------------

Borrower.....................................................................4
--------

Borrowing Base...............................................................4
--------------

Borrowing Base Certificate...................................................4
--------------------------

Business Day.................................................................4
------------

Capital Stock................................................................4
-------------

CBL Management, Inc..........................................................4
--------------------
                                       i

CBL Properties, Inc..........................................................4
--------------------

Closing Date.................................................................4
------------

Closing Documents............................................................5
-----------------

Collateral...................................................................5
----------

Collateral Documents.........................................................5
--------------------

Collateral Property..........................................................5
-------------------

Commitment...................................................................5
----------

Compliance Certificate.......................................................5
----------------------

Contingent Obligations.......................................................5
----------------------

Continue, Continuation, and Continued........................................5
-------------------------------------

Convert, Conversion and Converted............................................5
---------------------------------

Cool Springs Crossing Mortgage...............................................5
------------------------------

Credit Event.................................................................6
------------

Debt Service.................................................................6
------------

Default......................................................................6
-------

Default Rate.................................................................6
------------

Dollars......................................................................6
-------

EBITDA.......................................................................6
------

Environmental Indemnity Agreement............................................7
---------------------------------

Environmental Laws...........................................................7
------------------

Equity Interest..............................................................7
---------------

Equity Issuance..............................................................7
---------------

ERISA........................................................................7
-----

ERISA Group..................................................................7
-----------

Event of Default.............................................................7
----------------

Existing Foothills Mortgage..................................................7
---------------------------

Existing Mortgages...........................................................8
------------------
                                       ii

Existing Revolver Balance....................................................8
-------------------------

Extension of Credit..........................................................8
-------------------

Fees.........................................................................8
----

FIRREA.......................................................................8
------

First Restated Loan Agreement................................................8
-----------------------------

Floating Rate Debt...........................................................8
------------------

Funds from Operations........................................................8
---------------------

GAAP.........................................................................8
----

General Partner..............................................................9
---------------

Governmental Approvals.......................................................9
----------------------

Governmental Authority.......................................................9
----------------------

Gross Asset Value............................................................9
-----------------

Guarantor...................................................................10
---------

Guaranty, Guaranteed or to Guarantee........................................10
------------------------------------

Hazardous Substances........................................................10
--------------------

Indebtedness................................................................11
------------

Interest Expense............................................................11
----------------

Interest Period.............................................................12
---------------

Internal Revenue Code.......................................................12
---------------------

Investment..................................................................12
----------

Lending Office..............................................................12
--------------

LIBOR.......................................................................12
-----

LIBOR Advance...............................................................13
-------------

Lien........................................................................13
----

Loan........................................................................13
----

Loan Advance................................................................13
------------

Loan Agreement..............................................................13
--------------
                                      iii

Loan Balance................................................................13
------------

Loan Document...............................................................13
-------------

Loan Party..................................................................13
----------

Major Leases................................................................13
------------

Major Property-Level Agreements.............................................14
-------------------------------

Malls.......................................................................14
-----

Management Company..........................................................14
------------------

Material Adverse Effect.....................................................14
-----------------------

Maximum Rate................................................................14
------------

Mortgages...................................................................14
---------

Net Operating Income........................................................14
--------------------

Net Proceeds................................................................15
------------

Nonrecourse Indebtedness....................................................15
------------------------

Note........................................................................15
----

Notice of Borrowing.........................................................15
-------------------

Notice of Continuation......................................................15
----------------------

Notice of Conversion........................................................15
--------------------

Obligations.................................................................15
-----------

Off-Balance Sheet Liabilities...............................................16
-----------------------------

Operating Company...........................................................16
-----------------

Operating Company Guaranty..................................................16
--------------------------

Ownership Share.............................................................16
---------------

Parent......................................................................16
------

Permanent Loan Estimate.....................................................16
-----------------------

Permitted Deficiency........................................................16
--------------------

Permitted Encumbrances......................................................16
----------------------

Permitted Liens.............................................................17
---------------
                                       iv

Person......................................................................18
------

Principal Office............................................................18
----------------

Principals..................................................................18
----------

Property....................................................................18
--------

Property Management Agreements..............................................18
------------------------------

Property Management Contract Assignment.....................................18
---------------------------------------

Protective Advance..........................................................18
------------------

Recitals....................................................................18
--------

Recourse Indebtedness.......................................................19
---------------------

Regulatory Change...........................................................19
-----------------

REIT........................................................................19
----

Renewal Date................................................................19
------------

Restated Note...............................................................19
-------------

Restricted Payment..........................................................19
------------------

Revolving Advance...........................................................19
-----------------

Second Restated Loan Agreement..............................................20
------------------------------

Second Restated Note........................................................20
--------------------

Securities Act..............................................................20
--------------

Senior Officer..............................................................20
--------------

Significant Subsidiary......................................................20
----------------------

Solvent.....................................................................20
-------

Subordinated Debt...........................................................20
-----------------

Subsidiary..................................................................20
----------

Tangible Net Worth..........................................................20
------------------

Taxes.......................................................................20
-----

Termination Date............................................................21
----------------

Term Out Option.............................................................21
---------------
                                       v

Term Out Amount.............................................................21
---------------

Total Liabilities...........................................................21
-----------------

Type........................................................................22
----

UCC.........................................................................22
---

Unconsolidated Affiliate....................................................22
------------------------

Wholly Owned Subsidiary.....................................................22
-----------------------

1.2      Accounting Terms...................................................22
---      ----------------

ARTICLE 2         COMMITMENT: FUNDING AND TERMS OF REVOLVING CREDIT LOAN....22
---------         ------------------------------------------------------

2.1      Revolving Advances.................................................22
---      ------------------
   (a)   Making of Revolving Advances.......................................22
   ---   ----------------------------
   (b)   Requests for Revolving Advances....................................23
   ---   -------------------------------
   (c)   Funding of Revolving Advances......................................23
   ---   -----------------------------

2.2      Rates and Payment of Interest on Advances..........................23
---      -----------------------------------------
   (a)   Rates..............................................................23
   ---   -----
   (b)   Payment of Interest................................................24
   ---   -------------------

2.3      Number of Interest Periods.........................................24
---      --------------------------

2.4      Repayment of Advances..............................................24
---      ---------------------

2.5      Prepayments........................................................24
---      -----------
   (a)   Optional...........................................................24
   ---   --------
   (b)   Mandatory..........................................................24
   ---   ---------
      (i)   Commitment Overadvance..........................................24
      ---   ----------------------
      (ii)     Borrowing Base Overadvance...................................24
      ----     --------------------------

2.6      Late Charges.......................................................25
---      ------------

2.7      Provisions Applicable to LIBOR Advances; Limitation on Base
             Rate Advances..................................................25
---      -----------------------------------------------------------
   (a)   Continuation of LIBOR Advances.....................................25
   ---   ------------------------------
   (b)   Conversion of LIBOR Advances.......................................25
   ---   ----------------------------
   (c)   Conditions to Conversion and Continuation..........................26
   ---   -----------------------------------------
   (d)   Limitation on Interest Period Duration During Default..............26
   ---   -----------------------------------------------------

2.8      Note...............................................................26
---      ----

2.9      Voluntary Reductions of the Commitment.............................26
---      --------------------------------------

2.10     Amount Limitations.................................................26
----     ------------------

2.11      Funding the Loan..................................................27
----     -----------------

2.12     Payments...........................................................27
----     --------

2.13     Computations.......................................................27
----     ------------
                                       vi

2.14     Taxes..............................................................27
----     -----
   (a)   Taxes Generally....................................................27
   ---   ---------------
   (b)   Tax Indemnification................................................28
   ---   -------------------

2.15     Transition Provisions..............................................28
----     ---------------------

ARTICLE 3         REQUIRED PAYMENTS, PLACE OF PAYMENT, ETC..................28
---------         -----------------------------------------

3.1      Payment of Principal and Interest..................................28
---      ---------------------------------

3.2      Prepayments........................................................28
---      -----------
   (a)   Optional...........................................................28
   ---   --------
   (b)   Mandatory..........................................................29
   ---   ---------
      (i)   Commitment Overadvance..........................................29
      ---   ----------------------
      (ii)     Borrowing Base Overadvance...................................29
      ----     --------------------------

3.3      Place and Time of Payments.........................................29
---      --------------------------

ARTICLE 4         CONDITIONS OF LENDING.....................................29
---------         ---------------------

4.1      Conditions Precedent to Closing and Continued Advances.............29
---      ------------------------------------------------------

4.2      Conditions Precedent to All Revolving Credit Loan Advances.........30
---      ----------------------------------------------------------

ARTICLE 5         YIELD PROTECTION, ETC.....................................31
---------         ----------------------

5.1      Additional Costs; Capital Adequacy.................................31
---      ----------------------------------
   (a)   Additional Costs...................................................31
   ---   ----------------
   (b)   Bank's Suspension of LIBOR Advances................................32
   ---   -----------------------------------
   (c)   Notification and Determination of Additional Costs.................32
   ---   --------------------------------------------------

5.2      Suspension of LIBOR Advances.......................................32
---      ----------------------------

5.3      Illegality.........................................................33
---      ----------

5.4      Compensation.......................................................33
---      ------------

5.5      Treatment of Affected Advances.....................................33
---      ------------------------------

5.6      Change of Lending Office...........................................34
---      ------------------------

5.7      Assumptions Concerning Funding of LIBOR Advances...................34
---      ------------------------------------------------

ARTICLE 6         REPRESENTATIONS AND WARRANTIES............................34
---------         ------------------------------

6.1      Partnership Status.................................................34
---      ------------------

6.2      Power and Authority................................................35
---      -------------------

6.3      Financial Condition................................................35
---      -------------------

6.4      Title to Assets....................................................36
---      ---------------

6.5      No Litigation......................................................36
---      -------------
                                      vii

6.6      Taxes..............................................................36
---      -----

6.7      Contracts or Restrictions Affecting Borrower.......................36
---      --------------------------------------------

6.8      No Default.........................................................36
---      ----------

6.9      Patents and Trademarks.............................................36
---      ----------------------

6.10     ERISA..............................................................36
----     -----

6.11     Hazardous Substances...............................................36
----     --------------------

6.12     Ownership of Borrower..............................................37
----     ---------------------

6.13     Compliance With Applicable Laws....................................37
----     -------------------------------

ARTICLE 7         AFFIRMATIVE COVENANTS OF BORROWER.........................37
---------         ---------------------------------

7.1      Preservation of Existence and Similar Matters......................37
---      ---------------------------------------------

7.2      Compliance with Applicable Law.....................................37
---      ------------------------------

7.3      Maintenance of Property............................................37
---      -----------------------

7.4      Insurance..........................................................38
---      ---------

7.5      Payment of Taxes and Claims........................................38
---      ---------------------------

7.6      Books and Records; Inspections.....................................38
---      ------------------------------

7.7      Use of Proceeds....................................................38
---      ---------------

7.8      Environmental Matters..............................................39
---      ---------------------

7.9      Further Assurances.................................................39
---      ------------------

7.10     REIT Status........................................................39
----     -----------

7.11     Exchange Listing...................................................39
----     ----------------

7.12     Major Property-Level Agreements; Major Leases; SNDAs...............40
----     ----------------------------------------------------
   (a)   Major Property-Level Agreement and Major Leases....................40
   ---   -----------------------------------------------
   (b)   SNDAs..............................................................40
   ---   -----

7.13     Single Asset Entities..............................................40
----     ---------------------

ARTICLE 8          INFORMATION..............................................40
---------         ------------

8.1      Quarterly Financial Statements.....................................40
---      ------------------------------

8.2      Year-End Statements................................................41
---      -------------------

8.3      Compliance Certificate.............................................41
---      ----------------------
                                      viii

8.4      Other Information..................................................41
---      -----------------

ARTICLE 9         NEGATIVE COVENANTS........................................43
---------         ------------------

9.1      Financial Covenants................................................43
---      -------------------
   (a)   Minimum Tangible Net Worth.........................................43
   ---   --------------------------
   (b)   Ratio of Total Liabilities to Gross Asset Value....................43
   ---   -----------------------------------------------
   (c)   Ratio of EBITDA to Interest Expense................................43
   ---   -----------------------------------
   (d)   Ratio of EBITDA to Debt Service....................................43
   ---   -------------------------------
   (e)   Dividends and Other Restricted Payments............................44
   ---   ---------------------------------------
   (f)   Permitted Investments..............................................44
   ---   ---------------------
   (g)   Value of Borrower Owned by Parent..................................45
   ---   ---------------------------------

9.2      Negative Pledge....................................................45
---      ---------------

9.3      Restrictions on Intercompany Transfers.............................45
---      --------------------------------------

9.4      Merger, Consolidation, Sales of Assets and Other Arrangements......46
---      -------------------------------------------------------------

9.5      Acquisitions.......................................................46
---      ------------

9.6      Plans..............................................................47
---      -----

9.7      Fiscal Year........................................................47
---      -----------

9.8      Modifications of Organizational Documents..........................47
---      -----------------------------------------

9.9      Major Construction.................................................47
---      ------------------

9.10     Transactions with Affiliates.......................................47
----     ----------------------------

ARTICLE 10        DEFAULT...................................................48
----------        -------

10.1     Events of Default..................................................48
----     -----------------
   (a)   Default in Payment.................................................48
   ---   ------------------
   (b)   Default in Performance.............................................48
   ---   ----------------------
   (c)   Misrepresentations.................................................48
   ---   ------------------
   (d)   Material Extension of Credit Cross-Default.........................49
   ---   ------------------------------------------
      (i)   Extensions of Credit Owed to Bank...............................49
      ---   ---------------------------------
         (A)      Failure to Pay............................................49
         ---      --------------
         (B)      Acceleration..............................................49
         ---      ------------
         (C)      Mandatory Repurchase......................................49
         ---      --------------------
      (ii)     Extension of Credit Owed to Third Parties....................49
      ----     -----------------------------------------
         (A)      Acceleration..............................................49
         ---      ------------
         (B)      Mandatory Repurchase......................................49
         ---      --------------------
   (e)   Voluntary Bankruptcy Proceeding....................................49
   ---   -------------------------------
   (f)   Involuntary Bankruptcy Proceeding..................................50
   ---   ---------------------------------
   (g)   Revocation of Loan Documents.......................................50
   ---   ----------------------------
   (h)   Judgment...........................................................50
   ---   --------
   (i)   Attachment.........................................................50
   ---   ----------
   (j)   Loan Documents.....................................................51
   ---   --------------
   (l)   Damage; Strike; Casualty...........................................52
   ---   ------------------------

10.2     Remedies Upon Event of Default.....................................52
----     ------------------------------
                                       ix

   (a)   Acceleration; Termination of Commitment............................52
   ---   ---------------------------------------
      (i)   Automatic.......................................................52
      ---   ---------
      (ii)     Optional.....................................................52
      ----     --------
   (b)   Loan Documents.....................................................52
   ---   --------------
   (c)   Applicable Law.....................................................52
   ---   --------------
   (d)   Appointment of Receiver............................................52
   ---   -----------------------

10.3     Remedies Upon Default..............................................53
----     ---------------------

10.4     Curing Defaults Under Collateral Documents.........................53
----     ------------------------------------------

10.5     Permitted Deficiency...............................................53
----     --------------------
   (a)   Generally..........................................................53
   ---   ---------
   (b)......................................................................54
   ---

10.6     Marshaling; Payments Set Aside.....................................54
----     ------------------------------

10.7     Allocation of Proceeds.............................................55
----     ----------------------

10.8     Performance by Bank................................................55
----     -------------------

10.9     Rights Cumulative..................................................55
----     -----------------

ARTICLE 11        MISCELLANEOUS.............................................56
----------        -------------

11.1     Amendments.........................................................56
----     ----------

11.2     Notices............................................................56
----     -------

11.3     No Waiver.  Cumulative Remedies....................................56
----     -------------------------------

11.4     Indemnification....................................................56
----     ---------------

11.5     Survival of Agreements.............................................56
----     ----------------------

11.6     Governing Law......................................................56
----     -------------

11.7     Execution in Counterparts..........................................57
----     -------------------------

11.8     Terminology, Section Headings......................................57
----     -----------------------------

11.9     Enforceability of Agreement........................................57
----     ---------------------------

11.10    Interest Limitations...............................................57
-----    --------------------

11.11    Non-Control........................................................58
-----    -----------

11.12    Loan Review, Extensions of Termination Date; Continuing Security...58
-----    ----------------------------------------------------------------

11.13    Existing Mortgages.................................................59
-----    ------------------

11.14    Fees and Expenses..................................................59
-----    -----------------

11.15    Time of Essence....................................................59
-----    ---------------
                                       x

11.16    Compromises, Releases, Etc.........................................59
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11.17    Limited Nature of Parent's Obligations.............................59
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11.18    Bank's Consent.....................................................60
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11.19    Venue of Actions...................................................60
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11.20    Waiver of Right to Trial By Jury...................................60
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11.21    Conflict...........................................................61
-----    --------

11.22    No Novation........................................................61
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EXHIBIT A         MORTGAGES.................................................63
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EXHIBIT B         Compliance Certificate....................................65
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EXHIBIT C         NOTICE OF BORROWING.......................................66
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EXHIBIT D         NOTICE OF CONTINUATION....................................68
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EXHIBIT E         NOTICE OF CONVERSION......................................70
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EXHIBIT F         BORROWING BASE CERTIFICATE................................72
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                                       xi

THIRD AMENDED AND RESTATED LOAN AGREEMENT

THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT (the "Loan Agreement") is entered into as of this 24th day of September, 2003 by and between SUNTRUST BANK, a Georgia banking corporation (the "Bank") with offices at 736 Market Street, Chattanooga, Tennessee, 37402 and CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("Borrower") with offices at 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421-6000, and amends and restates in its entirety that certain Second Amended and Restated Loan Agreement dated as of the 30th day of October, 2001, by and between Borrower and the Bank, as the same may have heretofore been amended (the "Second Restated Loan Agreement") and consolidates thereunder certain other indebtedness of the Borrower to the Bank as hereinafter set forth.

Recitals of Fact

A........Borrower previously requested that the Bank 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 principal sum of Ten Million and No/100 Dollars ($10,000,000.00) (the "Existing Revolver") for the purpose of providing working capital for pre-development expenses, development costs, equity investments, repayment of existing indebtedness, certain distributions to limited partners, letters of credit, construction costs and for general partnership purposes pursuant to the Second Restated Loan Agreement. The Bank agreed to and has made such loans and advances on the terms and conditions specified in the Second Restated Loan Agreement.

B........The advances made to Borrower pursuant to the Second Restated Loan Agreement are evidenced by a certain Second Restated Revolving Credit Note executed and delivered by Borrower in the original principal amount of $10,000,000.00 and payable to the order of the Bank (the "Second Restated Note").

C........The Second Restated Note is secured by, inter alia, certain mortgages, deeds of trust, deeds to secure debt, security agreements and assignments more fully described on Exhibit "A" (individually and collectively the "Existing Mortgages").

D........Borrower has proposed that (1) the Bank release certain Existing Mortgages securing the Existing Revolver and substitute therefor a first priority deed of trust against certain property located in Williamson County, Tennessee commonly known as Cool Springs Crossing; and (2) extend and amend the Existing Revolver pursuant to this Loan Agreement and other Loan Documents.

E........The Bank has agreed to the Borrower's proposal, and the Bank and Borrower have agreed in connection therewith to amend and restate the Second Restated Loan Agreement and Second Restated Note without giving rise to a novation or otherwise satisfying, paying, releasing, discharging, subordinating, or waiving all or any portion of the Existing Revolver, the outstanding indebtedness and accrued interest evidenced by the Second Restated Note, and/or the perfection, attachment, priority and/or perfection of the liens,

encumbrances and continuing security interests which secure the repayment of the Existing Revolver pursuant to the Foothills Mortgage (as hereinafter defined).

NOW, THEREFORE, in consideration of the Recitals of Fact set forth above and the mutual agreements herein contained, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

AGREEMENTS

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

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

"Additional Costs" has the meaning given that term in Section 5.1.

"Adjusted Asset Value" means, as of a given date, the sum of: (a) (i) EBITDA attributable to malls and power centers for the fiscal quarter most recently ended times (ii) 4; divided by (iii) 8.5% plus (b) (i) EBITDA attributable to all other assets for the fiscal quarter most recently ended times (ii) 4; divided by (iii) 9.25%. In determining Adjusted Asset Value (i) EBITDA attributable to real estate properties acquired during such fiscal quarter, and EBITDA attributable to Properties development of which was completed during such fiscal quarter, shall be disregarded, (ii) EBITDA attributable to any Property which is currently under development shall be excluded, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, only the Borrower's Ownership Share of the EBITDA attributable to such Subsidiary shall be used when determining Adjusted Asset Value, and (iv) EBITDA shall be attributed to malls and power centers based on the ratio of (x) revenues less property operating expenses (to be determined exclusive of interest expense, depreciation and general and administrative expenses) of malls and power centers to (y) total revenues less total property operating expenses (similarly determined), such revenues and expenses to be determined on a quarterly basis in a manner consistent with the Parent's method of reporting of segment information in the notes to its financial statements for the fiscal quarter ended September 30, 2002 as filed with the Securities and Exchange Commission, and otherwise in a manner reasonably acceptable to the Bank. In addition, in the case of any operating Property acquired in the immediately preceding period of twelve consecutive months for a purchase price indicative of a capitalization rate of less than 8.5%, EBITDA attributable to such Property shall he excluded from the determination of Adjusted Asset Value.

"Advance" shall mean, individually and collectively, the Consolidated Loan Balance on the Closing Date and all subsequent Loan Advances.

"Affiliate" means any Person: (a) directly or indirectly controlling, controlled by, or under common control with, the Borrower; (b) directly or

indirectly owning or holding ten percent (10.0%) or more of any Equity Interest in the Borrower; or (c) ten percent (10.0%) or more of whose voting stock or other Equity Interests are directly or indirectly owned or held by the Borrower. For purposes of this definition,. "control" (including with correlative meanings, the terms "controlling," "controlled by," and "under common control with") means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or otherwise. The Affiliates of a Person shall include any officer or director of such Person. In no event shall the Bank be deemed to be an Affiliate of the Borrower or any other Loan Party.

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

"ANB" means American National Bank and Trust Company of Chattanooga, a national banking association and predecessor-in-interest to the Bank.

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

"Appraisal" means, with respect to each Collateral Property, an M.A.I. appraisal commissioned by and addressed to the Bank (acceptable to the Bank as to form, substance and appraisal date), prepared by a professional appraiser acceptable to the Bank, having at least the minimum qualifications required under Applicable Law governing the Bank, including without limitation, FIRREA, and determining the "as is" market value of such Property as between a willing buyer and a willing seller.

"Appraised Value" means, with respect to each Collateral Property, the "as is" market value of such Collateral Property as set forth in the most recent Appraisal of such Collateral Property as the same may have been reasonably adjusted by the Bank based upon its internal review of such Appraisal which is based on criteria and factors then generally used and considered by the Bank in determining the value of similar real estate properties, which review shall be conducted prior to acceptance of such Appraisal by the Bank and in any event within 7 Business Days after receipt by the Bank of such Appraisal. If an Appraisal of a Property is performed after the occurrence of either (a) a casualty affecting such Property or (b) a condemnation of a portion of such Property which results in a loss of less than 10% of the acreage of the Property and of no portion of the principal structures, but prior to complete restoration of the same, the Appraised Value shall, to the extent permitted by applicable regulations, be made on an "as-restored" basis.

"Assignment of Leases and Rents" means any assignment of leases and rents or similar instrument executed by any Loan Party in favor of and for the benefit of the Bank in form and substance satisfactory to the Bank with respect to any Collateral Property.

"Bank" means SunTrust Bank, a Georgia banking corporation, together with its predecessors in interest and its successors and assigns, as may be applicable.

"Base Rate" means the "prime" commercial rate of interest established from time to time by Bank. The currently existing Base Rate on the Agreement Date is four percent (4.00 %) per annum. The Base Rate is not necessarily the lowest rate charged by the Bank on loans which it makes.

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

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

"Borrowing Base" means an amount equal to the lesser of (a) 75% of the Appraised Value of all Collateral Properties, or (b) the Permanent Loan Estimate of all Collateral Properties. So long as any of the following conditions exist with respect to a Collateral Property, the amount of the Borrowing Base attributable to a Collateral Property shall equal $0: (x) the Bank shall not hold a valid and perfected first priority Lien in such Property, or (y) an Event of Default under and as defined under a Collateral Document encumbering such Collateral Property shall exist.

"Borrowing Base Certificate" means a report in substantially the form of Exhibit F, certified by a Senior Officer, the controller or the chief accounting officer of the Borrower, setting forth the calculations required to establish the Borrowing Base for all Collateral Properties as of a specified date, all in form and detail satisfactory to the Bank.

"Business Day" means (a) any day other than a Saturday, Sunday or other day on which banks in Atlanta, Georgia are authorized or required to close and
(b) with reference to a LIBOR Advance, any such day that is also a day on which dealings in Dollar deposits are carried out in the London Interbank market.

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

"CBL Management, Inc." means CBL & Associates Management, Inc., a Delaware corporation.

"CBL Properties, Inc." means CBL & Associates Properties, Inc., a publicly traded Delaware corporation that has elected to be a real estate investment trust pursuant to applicable provisions of the Internal Revenue Code of 1986, as amended. CBL & Associates Properties, Inc. owns 100% of the capital of CBL Holdings I, Inc. which is the sole general partner of CBL & Associates Limited Partnership.

"Closing Date" means the date upon which this Loan Agreement and the other Closing Documents are executed and delivered in accordance with the requirements and provisions of this Agreement.

"Closing Documents" means, individually and collectively, this Loan Agreement, the Note and all of the assignments, instruments, certificates, opinions, agreements, amendments, restatements and/or other documents each of the Loan Parties and/or the Parent is required to execute and deliver on or before the Closing Date.

"Collateral" means any real or personal property, including, but not limited to the Collateral Properties, directly or indirectly securing any of the Obligations or any other obligation of a Person under or in respect of any Loan Document to which it is a party, and includes, without limitation, all property subject to a Lien created by a Collateral Document.

"Collateral Documents" means, individually and collectively, the Parent Guaranty, the Operating Company Guaranties, the Mortgages, any Assignment of Leases and Rents, any Property Management Contract Assignments, and any other security agreement, financing statement, or other document, instrument or agreement creating, evidencing or perfecting the Bank's Liens in any of the Collateral.

"Collateral Property" means, individually and collectively, the real property encumbered by the Existing Cool Springs Crossing Mortgage and Existing Foothills Mortgage, together with all improvements now or hereafter located thereon, all leases, rents and profits related thereto or arising therefrom, all easements, rights-of-way, licenses and other appurtenances pertaining to any such real estate and any and all other types or items of property related thereto which is encumbered by any Collateral Document.

"Commitment" has the meaning ascribed to such term in Section 2.1.

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

"Contingent Obligations" means, for any Person, any material commitment, undertaking, Guarantee or material obligation constituting a continuing liability under GAAP, but only to the extent the same are required to be reflected on such Persons' audited financial statements.

"Continue," "Continuation," and "Continued" each refers to the continuation of' a Revolving Advance which is a LIBOR Advance from one Interest Period to another Interest Period pursuant to Section 2.8.

"Convert", "Conversion" and "Converted" each refers to the conversion of a Revolving Advance of one Type into a Revolving Advance of another Type pursuant to Section 2.8.

"Cool Springs Crossing Mortgage" means that certain Tennessee Deed of Trust with Assignment of Rents and Leases and Security Agreement of even date herewith to be executed and delivered by the Cool Springs Crossing Limited Partners, as the same may hereafter be extended, amended, supplemented, modified or restated.

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

"Debt Service" means. with respect to a Person and in any 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 payment of the type described in the immediately preceding clause (b) of Unconsolidated Affiliates of such Person.

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

"Default Rate" means a rate per annum equal to the Base Rate as in effect from time to time plus four percent (4.0%).

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

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

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

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

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

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

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

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

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

(h)......the Parent's Ownership Share of depreciation and amortization expense and other non-c ash 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 tor such period.

"Environmental Indemnity Agreement" means an Environmental Indemnity Agreement executed and delivered, by the Borrower, and each of the other Loan Parties, in favor of the Bank on or before the Closing Date and in form and content acceptable to the Bank.

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

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

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

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

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

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

"Existing Foothills Mortgage" means that certain Tennessee Deed of Trust and Security Agreement originally recorded in Book 648, Page 5 of the

Register's Office of Blount County, Tennessee, as the same may have heretofore been amended and/or restated, together with all assignments of leases and/or rents granted in favor of the Bank and/or its predecessors in interest.

"Existing Mortgages" has the meaning set forth in the Recitals above.

"Existing Revolver Balance" means the sum of $5,100,000.00 which is outstanding under the Second Restated Note and Second Restated Loan Agreement as of the Agreement Date.

"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.

"Fees" means the fees and commissions provided for or referred to in
Section 2.14 and any other fees payable by the Borrower hereunder or under any other Loan Document.

"FIRREA" means the Financial Institution Recovery, Reform and Enforcement Act of 1989, as amended.

"First Restated Loan Agreement" means that certain Amended and Restated Loan Agreement between the Borrower and ANB dated August 23, 1995 between Borrower and ANB, as the same has been heretofore amended.

"Floating Rate Debt" means, with respect to any Person, all Indebtedness of such Person which bears a variable rate of interest.

"Funds from Operations" means, as to any period, an amount equal to (a) income (loss) from operations of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (b) depreciation and amortization, plus (minus) (c) to the extent not included in clause (a) above, gain (loss) on the sales of outparcels made in the ordinary course of business, and after adjustments for Unconsolidated Affiliates, determined in each case on a Combined basis in accordance with GAAP. Adjustments for Unconsolidated Affiliates will be calculated to reflect funds from operations on the same basis.

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

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

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

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

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

(a)......Adjusted Asset Value at such time;

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

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

(d)......the book value of all unimproved real property of the Parent and its Subsidiaries determined on a consolidated basis;

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

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

(ii) any operating Property acquired in the immediately preceding period of twelve consecutive months for a purchase price indicative of a capitalization rate of less than 8.5%; provided, that if the Parent or a Subsidiary acquired such Property together with

other Properties or other assets and paid an aggregate purchase price for such Properties and other assets, then the Parent shall allocate the portion of the aggregate purchase price attributable to such Property in a manner consistent with reasonable accounting practices;

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

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

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

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

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

"Guarantor" means Cool Springs Crossing Limited Partnership, a Tennessee limited partnership and any Person that has executed, or is required to execute, a Guaranty of the Obligations.

"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" means any pollutant, contaminant, hazardous, toxic or dangerous waste, substance or material, or any other substance or material regulated or controlled pursuant to any Environmental Law, including, without limiting the generality of the foregoing, asbestos, PCBs, petroleum products (including crude oil, natural gas, natural gas liquids, liquefied

natural gas or synthetic gas) or any other substance defined as a "hazardous substance," "extremely hazardous waste," "restricted hazardous waste," "hazardous material," "hazardous chemical," "hazardous waste," "regulated substance," "toxic chemical," "toxic substance" or other similar term in any Environmental Law.

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

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

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

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

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

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

(c)......capitalized lease obligations of such Person;

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

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

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

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

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

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

"Interest Period" means, with respect to any LIBOR Advance that is a Revolving Advance, each period commencing on the date such LIBOR Advance is made or the last day of the next preceding Interest Period for such Advance and ending on the numerically corresponding day in the first, second, third, sixth or, if available, twelfth calendar month thereafter, as the Borrower may select in a Notice of Borrowing, Notice of Continuation or Notice of Conversion, as the case may be, except that each such Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. In addition to such periods, with the prior consent of the Bank, the Interest Period of a LIBOR Advance may have a duration of at least 7, but not more than 30, days; and

Notwithstanding the foregoing: (i) if any Interest Period would otherwise end after the Termination Date, such Interest Period shall end on the Termination Date; (ii) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the next Business Day (or, if such next Business Day falls in the following calendar month, then on the prior Business Day); and
(iii) notwithstanding the immediately preceding clauses (i) and (ii), except with the Bank's advance written consent, no Interest Period shall have a duration of less than one month and, if the Interest Period for any Advance would otherwise be a shorter period, such Advance shall not be available hereunder for such period.

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

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

"Lending Office" means, with reference to the Bank and for each Type of Advance, such office of the Bank as the Bank may notify the Borrower in writing from time to time.

"LIBOR" means, for any LIBOR Advance for any Interest Period therefor, the average rate of interest per annum (rounded upwards, if necessary, to the next highest 1/16th of 1%) at which deposits in immediately available funds in Dollars are offered to the Bank (at approximately 9:00 a.m. Atlanta time, two Business Days prior to the first day of such Interest Period) by first class banks in the London Interbank market where the London Interbank offered rate operations of the Bank then are customarily conducted, for delivery on the first day of such Interest Period, such deposits being for a period of time equal or

comparable to such Interest Period and in an amount equal to or comparable to the principal amount of the LIBOR Advance to which such Interest Period relates. Each determination of LIBOR by the Bank shall, in the absence of demonstrable error, be conclusive and binding.

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

"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 outstanding principal of the Loan Balance on the Closing Date and thereafter the aggregate principal amount of all outstanding Advances.

"Loan Advance" means, individually and collectively, each advance of principal made by the Bank to the Borrower pursuant to this Loan Agreement and the other Loan Documents subsequent to the Closing Date.

"Loan Agreement" means this Third Amended and Restated Loan Agreement between the Borrower and the Bank, as the same may hereafter be amended, supplemented, extended or restated.

" Loan Balance" means the aggregate total $10,000,000.00 in principal outstanding on the Existing Revolver as of the Closing Date, together with any accrued but unpaid interest outstanding thereon.

"Loan Document" means, individually and collectively, this Loan Agreement, the Note, each Collateral Document, the Operating Company Guaranty, the Environmental Indemnity Agreement and each other document or instrument now or hereafter executed and delivered by a Loan Party or the Parent in connection with, pursuant to or relating to this Loan Agreement, as each may hereafter be amended, supplemented, extended, spread, consolidated or restated.

"Loan Party" means the Borrower, the Parent, the Operating Company together with any Person, other than the Parent, who guarantees all or a portion of the Obligations and/or who pledges any Collateral to secure all or a portion of the Obligations.

"Major Leases" means, with respect to any Collateral Property, (i) any lease of 50,000 or more leasable square feet, in the case of any Property which is a regional mall, or 7,500 or more leasable square feet, in the case of any

Collateral Property which is a strip center, or (ii) collectively, the leases of space in the Collateral Properties by one or more tenants which are affiliates and which operate under separate leases of space within the Collateral Properties if the aggregate leasable square footage leased by such affiliates is 50,000 or more leasable square feet, in the case of any Collateral Property which is a regional mall, or 7,500 or more leasable square feet, in the case of any Collateral Property which is a strip center.

"Major Property-Level Agreements" means (a) each operating, cross-easement, restrictions or similar agreement encumbering or affecting a Collateral Property and any adjoining property material to the use and operation of such Property; (b) each management agreement with respect to a Collateral Property; and (c) any other agreement which in any way relates to the use, occupancy, operation, maintenance, enjoyment or ownership of a Collateral Property, the breach or loss of which would have a material adverse effect on such Property.

"Malls" means property owned by Borrower and/or its Affiliates that is in the form of an enclosed regional retail shopping center that includes two or more anchor stores.

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

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

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

"Mortgages" means, individually and collectively, the Cool Springs Crossing Mortgage, the Foothills Mortgage, and any Assignment of Rents, security agreement or similar security instrument now or hereafter executed and delivered by a Loan Party owning an interest in real property granting a Lien on such interest in real property and any related types or items of property as security for the payment of the Obligations.

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

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

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

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

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

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

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

"Note" means that certain Third Amended and Restated Revolving credit Note of Borrower of even date herewith payable to the order of the Bank in the original principal amount of $10,000,000.00, as the same may hereafter be amended, extended, spread, consolidated or restated.

"Notice of Borrowing" means a notice substantially in the form of Exhibit C to be delivered to the Bank pursuant to Section 2.1 evidencing the Borrower's request for a borrowing of Revolving Advances.

"Notice of Continuation" means a notice substantially in the form of Exhibit D to be delivered to the Bank pursuant to Section 2.8 evidencing the Borrower's request for the Continuation of a LIBOR Advance.

"Notice of Conversion" means a notice substantially in the form of Exhibit E to be delivered to the Bank pursuant to Section 2.8 evidencing the Borrower's request for the Conversion of a Advance from one Type to another Type.

"Obligations" means as of any date, individually and collectively, without duplication: (a) the aggregate principal balance of, and all accrued and unpaid interest on, all Advances then outstanding; and (b) all other indebtedness, liabilities, obligations, covenants and duties of the Borrower or any of the other Loan Parties owing to the Bank of every kind, nature and description, under or in respect of this Loan Agreement or any of the other Loan Documents, including, without limitation, the Fees and indemnification

obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note.

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

"Operating Company" means Cool Springs Crossing Limited Partnership, a Tennessee limited partnership.

"Operating Company Guaranty" means the Guaranty executed by an Operating Company with respect to the Obligations, as such Guaranty may hereafter be supplemented, amended and/or restated.

"Ownership Share" means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person's relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) subject to compliance with Section 8.4(i), 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" is CBL & Associates Properties, Inc., a Delaware corporation, and shall include the Parent's successors and permitted assigns.

"Permanent Loan Estimate" means, as of any date of determination and with respect to any Collateral Property, an amount equal to (a) the Net Operating Income of such Collateral Property divided by (b) the product of (i) 1.25 and (ii) the greater of (x) the mortgage constant for a 25-year loan bearing interest at a per annum rate equal to the average rate published in the United States Federal Reserve Statistical Release (H.15) for 10-year Treasury Constant Maturities during the previous four fiscal quarters plus 1.50% (150 basis points), or (y) 8%.

"Permitted Deficiency" has the meaning given that term in Section 10.5.

"Permitted Encumbrances" shall mean and include:

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

(b)......inchoate workmen's, vendor's, mechanic's, and materialmen's liens and other liens imposed by law and 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 with respect to pledges or deposits under social security laws, workmen's compensation laws, unemployment insurance or similar legislation and with respect to 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 in any exhibit describing permitted exceptions and attached to any Mortgage;

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

(f)......leases, licenses, rental agreements or other agreements for use and occupancy of the subject property entered into in the ordinary course of business.

"Permitted Liens" means, with respect to any asset or property of a Person,

(a)......Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which are not at the time required to be paid or discharged under Section 7.5;

(b)......Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workmen's compensation, unemployment insurance or similar Applicable Laws;

(c)......Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which do not materially detract from the value of such property or impair the use thereof in the business of such Person;

(d)......the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person;

(e)......Liens in favor of the Bank; and

(f)......in the case of any Collateral encumbered by a Collateral Document, other Liens expressly permitted by such Collateral Document.

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

"Principal Office" means the Bank's office located at 736 Market Street, Chattanooga, Tennessee 37402, or such other office as the Bank may from time to time designate by written notice to the Borrower.

"Principals" means (a) Charles B. Lebovitz, John N. Foy, Ben S. Landress, Stephen Lebovitz, Michael Lebovitz and/or Ron Fullam, Jr., (b) any of such individual's immediate family members consisting of his spouse and his lineal descendants (whether natural or adopted), (c) a trust, partnership or other similar entity of which any of the Persons identified in either of the immediately preceding clauses (a) or (b) are the sole beneficiaries of all of the interest therein, and (d) any Subsidiary of any of the Persons identified in any of the immediately preceding clauses (a) through (c), so long as any of the individuals identified in the immediately preceding clause (a) owns or controls at least 10% of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (without regard to the occurrence of any contingency).

"Property" 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, including, but not limited to, each Collateral Property.

"Property Management Agreements" means, collectively, all agreements entered into by the Borrower or any other Loan Party pursuant to which the Borrower or such other Loan Party engages a Person to advise it with respect to the management of a given Collateral Property.

"Property Management Contract Assignment" means a Property Management Contract Assignment executed by the Borrower or any other Loan Party in favor of and in form and substance satisfactory to the Bank. Such document may, at the Bank's election, constitute a subordination of Property Management Agreement, rather than an assignment thereof

"Protective Advance" means all sums expended as determined by the Bank to be necessary or appropriate after the Borrower fails to do so when required:
(a) to protect the validity, enforceability, perfection or priority of the Liens in any of the Collateral and the instruments evidencing the Obligations; or (b) to protect any of the Collateral from being materially damaged, impaired, mismanaged or taken, including, without limitation, any amounts expended in connection therewith in accordance with Section 10.8.

"Recitals" means the Recitals of Fact set forth above beginning on the first page of this Loan Agreement.

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

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

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

"Renewal Date" means April 1, 2004 and each anniversary thereof so long as the Commitment is extended for another year pursuant to Section 11.12.

"Restated Note" means that certain Restated Revolving Credit Note dated August 23, 1995 made, executed and delivered by Borrower in the original principal amount of $10,000,000.00 payable to the order of ANB, and all prior promissory notes amended and restated thereby.

"Restricted Payment" means any of the following:

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

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

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

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

"Revolving Advance" means a loan made by the Bank to the Borrower pursuant to Section 2.1, including, the Loan Balance.

"Second Restated Loan Agreement" has the meaning set forth above in the preamble to this Loan Agreement.

"Second Restated Note" has the meaning set forth above in the Recitals to this Loan Agreement.

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

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

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

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

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

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

"Tangible Net Worth" means, as of a given date, the stockholders' equity of the Parent and its Subsidiaries determined on a consolidated basis plus (x) increases in accumulated depreciation accrued after September 30, 2002 and (y) minority interests in the Borrower minus (to the extent reflected in determining stockholders' equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets contained in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) all amounts appearing on the assets side of any such balance sheet for assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis.

"Taxes" has the meaning given that term in Section 2.16.

"Termination Date" means April 1, 2005, or such later date to which such date may be extended in accordance with Section 11.12.

"Term Out Option" shall have the meaning ascribed such term in the Note.

"Term Out Amount" means the then outstanding principal balance of the Loan due and owing the Bank under the Note, if the Bank elects not to extend the then existing Termination Date and the Borrower elects to cap the line of credit as provided in the Note pursuant to the Term Out Option..

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

(a)......all letter of credits of such Person;

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

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

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

(e)......all Indebtedness of Subsidiaries of such Person, provided that Indebtedness of a Subsidiary that is not a Wholly Owned Subsidiary shall be included in Total Liabilities only to the extent of the Borrower's Ownership Share of such Subsidiary (unless the Borrower or a Wholly Owned Subsidiary of the Borrower is otherwise obligated in respect of such Indebtedness); and

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

For purposes of this definition:

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

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

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

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

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

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

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

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

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

"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 ease of a corporation, directors' qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

1.2......Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements required to be delivered from time to time pursuant to Article 8 hereof.

ARTICLE 2
COMMITMENT: FUNDING AND TERMS OF REVOLVING CREDIT LOAN

2.1......Revolving Advances.

(a)......Making of Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including without limitation, Section 2.11 below, the Bank agrees to make Revolving Advances to the Borrower during the period from and including the Effective Date to but excluding the Termination Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, the lesser of (i) the principal sum of Ten Million and

No/100's Dollars ($10,000,000.00) (the "Commitment") and (ii) the Borrowing Base. Each borrowing of Revolving Advances shall be in an aggregate principal amount of $100,000 and integral multiples of $1,000 in excess of that amount (except that any borrowing of Revolving Advances may be in the aggregate amount of the unused Commitment). Within the foregoing limits and subject to the terms and conditions of this Loan Agreement, the Borrower may borrow, repay and reborrow Revolving Advances.

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

(c)......Funding of Revolving Advances. Promptly after receipt of a Notice of Borrowing under the immediately preceding subsection (b), the Bank shall deposit an amount equal to the Revolving Advance to be made by the Bank to the Borrower in its account at the Principal Office, in immediately available funds not later than 10:00 a.m. Atlanta time on the date of such proposed Revolving Advances.

2.2......Rates and Payment of Interest on Advances.

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

(i) during such periods as such Revolving Advance is a LIBOR Advance, at LIBOR for such Revolving Advance for the Interest Period therefor, plus 1.0%.

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

Notwithstanding the foregoing, while any Event of Default shall exist, the Borrower shall, upon and after the Bank's demand, pay to the Bank interest at the Default Rate on the outstanding principal amount of the Loan and on any other amount payable by the Borrower hereunder or under any other Loan Document (including without limitation, accrued but unpaid interest to the extent not prohibited under Applicable Law).

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

2.3......Number of Interest Periods.

Notwithstanding anything to the contrary contained in this Agreement, there may be no more than four (4) different Interest Periods outstanding at the same time.

2.4......Repayment of Advances.

The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Revolving Advances on the Termination Date unless Borrower exercises its "Term-Out Rights" under the Note.

(a)......Optional. Subject to Section 5.4, the Borrower may prepay any Advance at any time without premium or penalty. The Borrower shall give the Bank at least 3 Business Days prior notice of the prepayment of any LIBOR Advance. Each voluntary prepayment of Revolving Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof

(i) Commitment Overadvance. If at any time the aggregate principal amount of all outstanding Advances, exceeds the aggregate amount of the Commitment, the Borrower shall no later than 2 days following the Bank's demand, pay to the Bank the amount of such excess.

(ii) Borrowing Base Overadvance. If at any time the aggregate principal amount of all outstanding Advances exceeds the Borrowing Base, the Borrower shall, within 30 days of the earlier of (A) receipt by the Borrower of notice from the Bank stating that such excess exists or (B) the date the Borrower delivers (or was required to deliver) a Borrowing Base Certificate indicating the existence of such excess, deliver to the Bank for prompt distribution to the Bank a written plan acceptable to the Bank to eliminate such excess. If such excess is not eliminated within 90 days of the earlier of receipt by the Borrower of such notice or the date the Borrower delivers (or was required to deliver) such Borrowing Base Certificate, an Event of Default shall be deemed to have occurred hereunder.

All payments under this subsection (b) shall be applied to pay all amounts of excess principal outstanding on the applicable Advances, and the remainder, if any, shall be paid to the Borrower or whomever else may be legally entitled to such remainder.

2.6......Late Charges.

So long as the Default Rate is not payable with respect to the Obligations as provided in Section 2.3, if any payment required under this Loan Agreement is not paid within 15 days after it becomes due and payable, the Borrower shall pay a late charge for late payment to compensate the Bank for the loss of use of funds and for the expenses of handling the delinquent payment, in an amount equal to three percent (3.0%) of such delinquent payment. Such late charge shall be paid in any event not later than the due date of the next subsequent installment of principal and/or interest. In the event the maturity of the Obligations hereunder occurs or is accelerated pursuant to Section 10.2, this Section shall apply only to payments overdue prior to the time of such acceleration. This Section shall not be deemed to be a waiver of the Banks' right to accelerate payment of any of the Obligations as permitted under the terms of this Agreement.

2.7......Provisions Applicable to LIBOR Advances; Limitation on Base Rate Advances.

(a)......Continuation of LIBOR Advances. Subject to the other terms and conditions of this Agreement, including without limitation, the immediately following subsection (c), the Borrower may on any Business Day, with respect to any LIBOR Advance, elect to maintain such LIBOR Advance or any portion thereof as a LIBOR Advance by selecting a new Interest Period for such LIBOR Advance. Each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Bank a Notice of Continuation not later than 10:00 a.m. Atlanta time on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be in the form of a Notice of Continuation, specifying (i) the proposed date of such Continuation, (ii) the LIBOR Advance and portion thereof subject to such Continuation and (iii) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Advances outstanding hereunder. Each Continuation of LIBOR Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof promptly after receipt of a Notice of Continuation, the Bank shall notify each Bank of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Advance in accordance with this Section, such Advance will automatically, on the last day of the current Interest Period therefor, continue as a LIBOR Advance having an Interest Period of one month.

(b)......Conversion of LIBOR Advances. Subject to the other terms and conditions of this Agreement, including without limitation, the immediately following subsection (c), the Borrower may on any Business Day, upon the Borrower's giving of a Notice of Conversion to the Bank, Convert all or a portion of an Advance of one Type into an Advance of another Type. Any Conversion of a LIBOR Advance into a Base Rate Advance shall be made on, and only on, the last day of an Interest Period for such LIB0R Advance. Each such

Notice of Conversion shall be given not later than 10:00 a.m. Atlanta time one Business Day prior to the date of any proposed Conversion into Base Rate Advances and three Business Days prior to the date of any proposed Conversion into a LIBOR Advance. Subject to the restrictions specified above, each Notice of Conversion shall be in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Advance to be Converted, (c) the portion of such Type of Advance to be Converted, (d) the Type of Advance such Advance is to be Converted into and (e) if such Conversion is into a LIBOR Advance, the requested duration of the Interest Period of such Advance. Each Conversion of Base Rate Advances into LIBOR Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof

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

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

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

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

2.8......Note.

The Loan Balance and all subsequent Advances made by the Bank shall, in addition to this Loan Agreement, also be evidenced by the Note.

2.9......Voluntary Reductions of the Commitment.

The Borrower may terminate or reduce the unused amount of the Commitment at any time and from time to time without penalty or premium upon not less than 5 Business Days prior notice to the Bank of each such reduction or termination, which notice shall specify the effective date thereof and, in the case of a reduction, the amount of such reduction (which shall not be less than $1,000,000 and integral multiples of $100,000 in excess of that amount in the aggregate) and shall be effective only upon receipt by the Bank. The Commitment, once reduced or terminated pursuant to this Section, may not be increased or reinstated. The Borrower shall pay all interest and fees, on the Advances accrued to the date of such reduction or termination of the Commitment to the Bank, including but not limited to any applicable compensation due to each Bank in accordance with Section 5.4 of this Loan Agreement.

2.10.....Amount Limitations.

Notwithstanding any other term of this Loan Agreement or any other Loan Document, the Bank shall not be required to make any Advance, if immediately after the making of such Advance the aggregate principal amount of all outstanding Advances would exceed either (a) the aggregate amount of the Commitment or (b) the Borrowing Base.

2.11.....Funding the Loan. Each Advance hereunder, other than the Loan Balance outstanding on the Closing Date shall be made upon the written request of the Borrower to the Bank, specifying the date and amount and intended use thereof. All advances hereunder shall be made by depositing the same to the checking account of Borrower at the Bank or other methods acceptable to Borrower and Bank.

2.12.....Payments. Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower under this Loan Agreement, the Note or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Bank at its Principal Office, not later than 11:00 a.m. Atlanta time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.7, the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Bank the amounts payable by the Borrower hereunder to which such payment is to be applied.

2.13.....Computations.

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

2.14.....Taxes.

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

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

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

(iii) pay to the Bank for its account or such additional amount or amounts as is necessary to ensure that the net amount actually received by the Bank will equal the full amount that the Bank would have received had no such withholding or deduction been required.

(b)......Tax Indemnification. If the Borrower fails to pay any Taxes when due to the appropriate Governmental Authority or fails to remit to the Bank, for its account or the required receipts or other required documentary evidence, the Borrower shall indemnify the Bank for any incremental Taxes, interest or penalties that may become payable by the Bank as a result of any such failure.

2.15.....Transition Provisions. The $10,000,000.00 Loan Balance currently outstanding on the Existing Revolver shall be deemed to have been advanced to Borrower by Bank under the Note, shall be governed by this Loan Agreement from and after the date hereof, and secured by the Mortgages and other Collateral Documents, regardless of the date of the actual advance of all or any portion of the Loan Balance. All accrued but unpaid interest on the Loan Balance which was outstanding on the Closing Date shall remain payable to the Bank in accordance with the terms of this Third Amended and Restated Loan Agreement and the Note. Neither the execution and delivery of this Loan Agreement, the Note and/or any other Loan Document, certificate, agreement, amendment, instrument or other document in connection with this Loan Agreement shall or shall be deemed to constitute a novation, payment, discharge, release, subordination or waiver of the Loan Balance, the accrued interest thereon, or the perfection, attachment or priority of the liens, encumbrances and continuing security interests which now and will hereafter secure the repayment of the Loan Balance, the accrued interest thereon, and the Loan and all other Advance and interest and other sums accruing or payable thereon from and after the date hereof.

ARTICLE 3
REQUIRED PAYMENTS, PLACE OF PAYMENT, ETC.

3.1......Payment of Principal and Interest. Unless sooner accelerated to immediate maturity upon the occurrence of an Event of Default, the Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Revolving Advances on the Termination Date unless Borrower is entitled to and timely exercises its Term-Out Option under the Note. Interest accruing on the Revolving Advances, unless sooner accelerated to immediate maturity, shall be payable in arrears on the first day of each month after the Agreement Date.

3.2......Prepayments. (a) Optional. Subject to Section 5.4, the Borrower may prepay any Advance at any time without premium or penalty. The Borrower shall give the Bank at least 3 Business Days prior notice of the prepayment of any LIBOR Advance. Each voluntary prepayment of Revolving Advances shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess thereof

(b)......Mandatory.

(i) Commitment Overadvance. If at any time the aggregate principal amount of all outstanding Advances, exceeds the aggregate amount of the Commitment, the Borrower shall no later than 2 days following the Bank's demand, pay to the Bank the amount of such excess.

(ii) Borrowing Base Overadvance. If at any time the aggregate principal amount of all outstanding Advances exceeds the Borrowing Base, the Borrower shall, within 30 days of the earlier of (A) receipt by the Borrower of notice from the Bank stating that such excess exists or (B) the date the Borrower delivers (or was required to deliver) a Borrowing Base Certificate indicating the existence of such excess, deliver to the Bank for prompt distribution to the Bank a written plan acceptable to the Bank to eliminate such excess. If such excess is not eliminated within 90 days of the earlier of receipt by the Borrower of such notice or the date the Borrower delivers (or was required to deliver) such Borrowing Base Certificate, an Event of Default shall be deemed to have occurred hereunder.

All payments under this subsection (b) shall be applied to pay all amounts of excess principal outstanding on the applicable Advances, and the remainder, if any, shall be paid to the Borrower or whomever else may be legally entitled to such remainder.

3.3 .....Place and Time of Payments. Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower under this Loan Agreement, the Note or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Bank at its Principal Office, not later than 1:00 p.m. Atlanta time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.7, the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Bank the amounts payable by the Borrower hereunder to which such payment is to be applied.

ARTICLE 4
CONDITIONS OF LENDING

4.1......Conditions Precedent to Closing and Continued Advances. The obligation of the Bank to continue and/or make further Revolving Credit Advances hereunder is subject to the condition precedent that the Bank shall have received, all of the following in form and substance satisfactory to the Bank:

(a) This Loan Agreement.

(b) The Note.

(c) The Mortgages, and all amendments thereto required by the Bank, each in form and content satisfactory to the Bank whose approval shall not be unreasonably withheld, conditioned or delayed, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a new title insurance policy or an endorsement or endorsements as to the continuing priority of the mortgagee's loan policy or policies insuring the lien of the Mortgages in form and substance satisfactory to the Bank but not more frequently in the case of title policy endorsements to be issued as of a date subsequent to the Closing Date than every three (3) years if at Borrower's expense.

(d) Current financial statements of the Borrower in form satisfactory to the Bank to be held by the Bank in strict confidence except to the extent the same are filed with the SEC.

(e) Certified copy of Borrower's limited partnership agreement and certificate of limited partnership, together with all amendments thereto and a certificate of existence for the Borrower.

(f) Certified copies of the organization documents, as amended, of the Parent and each of the Operating Companies.

(g) Certified corporate resolutions of Borrower's General Partner in form and content acceptable to the Bank, and certificate(s) of existence for Borrower's general partner from the state of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the General Partner.

(h) The opinion of counsel for Borrower and the General Partner that the transactions herein contemplated have been duly authorized by all requisite corporate and partnership authority, that this Loan Agreement and the other Loan Document instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require.

(i) A certificate from an insurance company, satisfactory to Bank, setting forth the information concerning insurance which is required by the Mortgages; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance.

(j) Current surveys of the properties subject to each of the Mortgages, if any such properties have changed since the date of the last survey provided to the Bank, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate.

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

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

(b)......The Borrower 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 indebtedness. Each of the Warranties and Representations of the Borrower, as set out in Article 6 hereof shall remain true and correct in all material respects as of the date of such Advance.

(c)......Within forty-five (45) days after each July 1 and January 1 so long as the Bank shall have any obligation to continue or make Revolving Credit Advances under this Agreement, Borrower shall furnish to the Bank a Compliance Certificate executed by a duly authorized officer of Borrower, in the form of Exhibit "B" attached hereto.

(d)......The amount of the requested Revolving Credit Advance, when aggregated with the principal balance of the Loan then outstanding shall not exceed the lesser of (i) $10,000,000.00, or (ii) the Borrowing Base.

ARTICLE 5
YIELD PROTECTION, ETC.

5.1......Additional Costs; Capital Adequacy.

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

Bank to a level below that which the Bank could have achieved but for such Regulatory Change (taking into consideration the Bank's policies with respect to capital adequacy).

(b)......Bank's Suspension of LIBOR Advances. Without limiting the effect of the provisions of the immediately preceding subsection (a), if by reason of any Regulatory Change, the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Bank that includes deposits by reference to which the interest rate on LIBOR Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank that includes LIBOR Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if the Bank so elects by notice to the Borrower, the obligation of the Bank to make or Continue, or to Convert Base Rate Advances into, LIBOR Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provision of Section 5.5 shall apply).

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

5.2......Suspension of LIBOR Advances.

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

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

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

then the Bank shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Bank shall be under no obligation to, and shall

not, make additional LIBOR Advances, Continue LIBOR Advances or Convert Advances into LIBOR Advances and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Advance, either prepay such Advance or Convert such Advance into a Base Rate Advance.

5.3......Illegality.

Notwithstanding any other provision of this Agreement, if the Bank shall determine (which determination shall be conclusive and binding) that it is unlawful for the Bank to honor its obligation to make or maintain LIBOR Advances hereunder, then the Bank shall promptly notify the Borrower thereof and the Bank's obligation to make or Continue, or to Convert Revolving Advances of any other Type into, LIBOR Advances shall be suspended until such time as the Bank may again make and maintain LIBOR Advances (in which case the provisions of
Section 5.5 shall be applicable).

5.4......Compensation.

The Borrower shall pay to the Bank, upon the request of the Bank, such amount or amounts as shall be sufficient to compensate the Bank for any loss, cost or expense that the Bank reasonably determines is attributable to:

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

(b)......any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Section 2.8(c) to be satisfied) to borrow a LIBOR Advance from the Bank on the date for such borrowing, or to Convert a Base Rate Advance into a LIBOR Advance or Continue a LIIBOR Advance on the requested date of such Conversion or Continuation.

Not in limitation of the foregoing, such compensation shall include, without limitation; in the case of a LIBOR Advance, an amount equal to the then present value of (A) the amount of interest that would have accrued on such LIBOR Advance for the remainder of the Interest Period at the rate applicable to such LIBOR Advance, less (B) the amount of interest that would accrue on the same LIBOR Advance for the same period if LIBOR were set on the date on which such L1BOR Advance was repaid, prepaid or Converted or the date on which the Borrower failed to borrow, Convert or Continue such LIBOR Advance, as applicable, calculating present value by using as a discount rate LIBOR quoted on such date. Upon Borrower's request, the Bank shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof Any such statement shall be conclusive absent manifest error.

5.5......Treatment of Affected Advances.

If the obligation of the Bank to make LIBOR Advances or to Continue, or to Convert Base Rate Advances into, LIBOR Advances shall be suspended pursuant to Section 5.2 or Section 5.3 then the Bank's LIBOR Advances shall be automatically Converted into Base Rate Advances on the last day(s) of the then current Interest Period(s) for LIBOR Advances (or, in the case of a Conversion required by Section 5.2 on such earlier date as the Bank may specify to the Borrower) and, unless and until the Bank gives notice as provided below that the circumstances specified in Section 5.1, Section 5.2 or Section 5.3 that gave rise to such Conversion no longer exist:

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

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

5.6......Change of Lending Office.

The Bank agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any of its Advances affected by the matters or circumstances described in Sections 2.16, 5.1 or 5.3 to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to the Bank, as determined by the Bank in its sole discretion, except that the Bank shall have no obligation to designate a Lending Office located in the United States of America.

5.7......Assumptions Concerning Funding of LIBOR Advances.

Calculation of all amounts payable to the Bank under this Section 5 shall be made as though the Bank had actually funded LIIBOR Advances through the purchase of deposits in the relevant market bearing interest at the rate applicable to such LIBOR Advances in an amount equal to the amount of the LIBOR Advances and having a maturity comparable to the relevant Interest Period; provided, however, that the Bank may fund each of its LIBOR Advances in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts payable under this Section 5.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Bank that:

6.1......Partnership Status. It 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 General Partner is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; it has the power, corporate and otherwise, to serve as the Borrower's sole general partner and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary except where the failure to be so qualified would not have a material adverse effect upon either the Borrower or the General Partner.

6.2......Power and Authority. The execution, delivery and performance of the Loan Agreement, the Note, the Mortgages and the Mortgage Amendments to be executed in connection therewith by the Borrower have been duly authorized by all requisite action and, to the best of Borrower's knowledge, will not violate any provisions of law, any order of any court or other agency of government, the limited partnership agreement of the Borrower, any provision of any indenture, agreement or other instrument to which Borrower is a party, or by which Borrower's 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, except for liens and other encumbrances provided for and securing the indebtedness covered by this Loan Agreement.

6.3......Financial Condition.

(e) (i) The audited balance sheet of Borrower for the fiscal year end as of December 31, 2002, and the related statement of income and changes in financial conditions for the year then ended, a copy of each of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Borrower as at the date of said balance sheet and the results of its operations for the period then ending. All such financial statements have been prepared in accordance with GAAP.

(ii) There has been no material adverse change in the business, properties or condition, financial or otherwise, of Borrower since December 31, 2002.

(b) (i) The audited balance sheet of CBL Properties, Inc. for the fiscal year ended as of December 31, 2002, and the related statement of income and changes in financial conditions for the year then ended, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereof, are correct and complete and fairly present the financial condition of CBL Properties, Inc. as at the date of said balance sheet and the results of its operations for the period then ending. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(ii) There has been no substantial adverse change in the business, properties or condition, financial or otherwise, of CBL Properties, Inc. since December 31, 2002.

(c) The warranties and representations made in this Section 6.3 are and were made as of the date of this Loan Agreement and any violation thereof shall be determined as of that date and as of the date that subsequent Revolving Credit Loan Advances are made to Borrower.

6.4......Title to Assets. Borrower has good and marketable title to all its properties and assets reflected on the most recent balance sheet furnished to Bank subject to the Permitted Encumbrances.

6.5......No Litigation. There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of the Borrower threatened against or affecting Borrower, or any properties or rights of Borrower, which, if adversely determined, would materially adversely affect the financial or any other condition of Borrower.

6.6......Taxes. 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.

6.7......Contracts or Restrictions Affecting Borrower. Borrower, in its opinion, is not a party to any agreement or instrument or subject to any partnership agreement restrictions adversely affecting its business, properties or assets, operations or condition (financial or otherwise) other than this Loan Agreement and loan or property partnership agreements with other lenders, which agreements contain certain restrictive covenants or other agreements entered into in the ordinary course of business.

6.8......No Default. No event has occurred and not been cured or waived under any agreement or instrument to which Borrower is a party prior to the expiration of any applicable notice and cure period, which default if not cured would materially and substantially affect the financial condition, property or operations of the Borrower or any Loan Party. For the purposes of this Paragraph 6.8, monetary defaults specifically excepted under the provisions of Paragraph 9.2 below (which excludes non-recourse debt), shall not be deemed material defaults.

6.9......Patents and Trademarks. Borrower and each Loan Party possesses all necessary patents, trademarks, trade names, copyrights, and licenses necessary to the conduct of its businesses.

6.10.....ERISA. To the best of Borrower's knowledge and belief, Borrower and each Loan Party is 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.

6.11.....Hazardous Substances. 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 Collateral Property owned by Borrower or other Loan Party which is

encumbered by the Mortgages and no above or underground storage tanks exist unlawfully on any such Collateral 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 Collateral Property which, if adversely determined, would materially adversely affect the business, operations or the financial condition of Borrower or any other Loan Party.

6.12.....Ownership of Borrower. As of the date hereof, CBL & Associates Properties, Inc. owns an approximately fifty-one percent (54.5%) of the partnership interests in the Borrower and all of the issued and outstanding capital stock of the General Partner.

6.13.....Compliance With Applicable Laws. Borrower and each of the other Loan Parties have complied in all material respects with all applicable laws with respect to any restrictions, specifications, or other requirements pertaining to the conduct of Borrower's or such Loan Party's business and the use, maintenance, and operation of the real and personal properties owned or leased by it in the conduct of its business.

ARTICLE 7
AFFIRMATIVE COVENANTS OF BORROWER

For so long as this Agreement is in effect, unless the Bank shall otherwise consent in the manner provided for in Section 11.1, the Parent and the Borrower, as applicable, shall comply with the following covenants:

7.1......Preservation of Existence and Similar Matters.

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

7.2......Compliance with Applicable Law.

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

7.3 Maintenance of Property.

In addition to the requirements of any of the other Loan Documents, the Parent and the Borrower shall, and shall cause each Loan Party owning a

Collateral Property, to keep all Collateral in good working order and condition, ordinary wear and tear and insured casualty losses excepted.

7.4......Insurance.

The Parent and the Borrower shall, and shall cause each Loan Party owning a Collateral Property to, maintain insurance with respect to Collateral in which such Loan Party has an interest as required by the terms of any Collateral Document relating to such Collateral.

7.5......Payment of Taxes and Claims.

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

7.6......Books and Records; Inspections.

The Parent and the Borrower will, and will cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Parent and the Borrower will, and the Borrower will cause each Loan party that owns a Collateral Property to, permit representatives of the Bank (with reasonable prior notice so long as no Event of Default then exists) to visit and inspect any of their respective properties, including without limitation, inspections of any Collateral Property, for the purpose of determining the existence, location, nature and magnitude of any past or present release or threatened release of any Hazardous Substances into, onto, beneath or from such Property, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times during business hours and as often as may reasonably be requested; provided, however, unless an Event of Default exists (a) the Bank's exercise of its rights under this Section shall be limited to one inspection during any period of 12 consecutive months, (b) any discussions with the independent public accountants of the Parent and Borrower may be conducted only in the presence of the Borrower, (c) the Bank may not discuss the affairs, finances and accounts of the Parent or the Borrower with their employees pursuant to this Section. The Borrower shall reimburse the Bank for its costs and expenses incurred in connection with the exercise of their rights under this Section.

7.7......Use of Proceeds.

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

7.8......Environmental Matters.

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

7.9......Further Assurances.

At the Borrower's cost and expense and upon request of the Bank, the Parent and Borrower shall, and shall cause each Loan party that owns a Collateral Property to, duly execute and deliver or cause to be duly executed and delivered, to the Bank such further instruments, guaranties, deeds of trust, indemnities, assignments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Bank to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

7.10.....REIT Status.

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

7.11.....Exchange Listing.

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

7.12.....Major Property-Level Agreements; Major Leases; SNDAs.

(a)......Major Property-Level Agreement and Major Leases. Prior to the Borrower or any Loan Party owning a Collateral Property entering into a Major Property-Level Agreement or Major Lease with respect to such Collateral Property, the Borrower shall, or shall cause such Loan party, to deliver to the Bank for the Bank's approval (not to be unreasonably withheld) a reasonably detailed summary of the material terms of such Major Property-Level Agreement or Major Lease. If requested by the Bank, the Borrower shall deliver a complete copy of such Major Property-Level Agreement or Major Lease. If the Bank shall fail to notify the Borrower whether the Bank has approved or not approved of the terms of such Major Property-Level Agreement or Major Lease within 10 Business Day's of the Bank's receipt of the applicable summary of material terms (or if the Bank has requested a copy of such Major Property-Level Agreement or Major Lease, within 10 Business Days of the Bank's receipt of such copy) then the Bank shall be deemed to have given its approval thereof

(b)......SNDAs. Within sixty (60) days after the execution of each Major Lease, the Borrower agrees to use its best efforts to deliver or to cause to be delivered to the Bank a fully executed and acknowledged non-disturbance, attornment, estoppel and subordination agreement from the tenant under such Major Lease. At the Bank's request, the Borrower shall also exercise diligent efforts to deliver fully executed estoppel certificates executed by the parties to the Major Property-Level Agreements. All agreements required under the terms of this subsection shall be in form and substance reasonably satisfactory to the Bank.

7.13.....Single Asset Entities

The Parent and Borrower shall not permit any Loan Party that owns a Collateral Property to (a) acquire any assets (including Equity Interests in a Person) other than such Collateral Property and other assets incidental to such Loan Party's ownership of the Collateral Property, or (b) engage in any other business other than the business of owning, operating and developing the one Collateral Property. The Parent and Borrower shall not, and shall not permit any Loan Party to, sell, transfer, assign or otherwise dispose of any Equity Interest in any Loan Party that owns a Collateral Property to any Person other than the Borrower or a Wholly Owned Subsidiary of the Borrower.

ARTICLE 8
INFORMATION

For so long as this Agreement is in effect, unless the Bank shall otherwise consent in the manner set forth in Section 11.1, the Borrower shall furnish to the Bank at its Principal Office:

8.1......Quarterly Financial Statements.

Within 5 Business Days of the filing thereof, a copy of each report on Form 10-Q (or its equivalent) which the Parent shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor). If

the Parent ceases to file such reports, or if any such report filed does not contain any of the following, then the Borrower shall deliver as soon as available and in any event within 45 days after the close of each of the first, second and third fiscal quarters of the Parent, the unaudited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of operations and cash flows of the Parent and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by the chief financial officer, controller, financial officer or accounting officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP, the consolidated financial position of the Parent and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments).

8.2......Year-End Statements.

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

8.3......Compliance Certificate.

At the time the financial statements are furnished pursuant to the immediately preceding Sections 8.1 and 8.2, a certificate substantially in the form of Exhibit B (a "Compliance Certificate") executed on behalf of the Borrower by the chief financial officer, controller, financial officer or accounting officer of the Borrower (a) setting forth as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Article 9; and (b) stating that, to the best of such officer's knowledge, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent with respect to such event, condition or failure.

8.4......Other Information.

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

(b)......as soon as available and in any event within 45 days after the end of each fiscal quarter of the Borrower, a Borrowing Base Certificate setting forth the information to be contained therein, including without limitation, a calculation of the Permanent Loan Estimate of each Collateral Property, as of the last day of such fiscal quarter; provided, however, that any change in the Borrowing Base reflected in such Borrowing Base report shall not become effective until Bank notifies Borrower in writing of Bank's approval of such change in the Borrowing Base Certificate and satisfaction of the applicable conditions contained in Article 9. If the Bank fails to notify the Borrower whether or not the Bank approves of a change in the Borrowing Base report within 5 Business Days after the Bank receives the applicable Borrowing Base Certificate, then the Bank shall be deemed to have approved of such change;

(c)......within 45 days after the end of each fiscal quarter of the Borrower, an operating statement with respect to each Collateral Property, including without limitation, a quarterly and year-to-date statement of Net Operating Income determined on a cash basis and a current rent roll for such Property;

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

(e)......no later than 30 days after the end of each fiscal year of the Borrower ending prior to the Termination Date, a property budget for each Collateral Property for the coming fiscal year of the Borrower;

(f)......no more than 30 days following the consummation of any transaction of acquisition, merger or purchase of assets, involving consideration, or valued, in excess of $300,000,000 but less than $500,000,000, whether a single transaction or related series of transactions, together with a reasonably detailed description thereof

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

(h)......prompt notice of any change in the Chairman, Chief Executive Officer, President or Chief Financial Officer of the Parent, the Borrower, the Management Company, or any other Loan Party and any change in the business, assets, liabilities, financial condition, results of operations or business prospects of the Parent or any Loan Party which has had or could reasonably be expected to have Material Adverse Effect;

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

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

ARTICLE 9
NEGATIVE COVENANTS

For so long as this Agreement is in effect, unless the Bank shall otherwise consent in the manner set forth in Section 11.1, the Borrower and the Parent, as the case may be, shall comply with the following covenants:

9.1......Financial Covenants.

(a)......Minimum Tangible Net Worth. The Parent shall not permit Tangible Net Worth at any time to be less than (i) $1,000,000,000 plus (ii) 50% of the Net Proceeds of all Equity Issuances effected at any time after February 28, 2003 by the Parent or any of its Subsidiaries to any Person other than the Parent or any of its Subsidiaries.

(b)......Ratio of Total Liabilities to Gross Asset Value. The Parent shall not permit the ratio of (i) Total Liabilities of the Parent and its Subsidiaries determined on a consolidated basis to (ii) Gross Asset Value of the Parent and its Subsidiaries determined on a consolidated basis, to exceed 0.650 to 1.00 at any time.

(c)......Ratio of EBITDA to Interest Expense. The Parent shall not permit the ratio of (i) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for the fiscal quarter most recently ending to (ii) Interest Expense of the Parent and its Subsidiaries determined on a consolidated basis for such period, to be less than 1.750 to 1.00.

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

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

(f)......Permitted Investments. The Parent shall not, and shall not permit the Borrower or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of Gross Asset Value:

(i) unimproved real estate such that the aggregate book value of all such unimproved real estate exceeds 10% of Gross Asset Value (for purposes of this clause (i) unimproved real estate shall not include (w) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (x) Properties under development; (y) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced);

(ii) developed real estate used primarily for non-retail purposes (other than the real estate located at CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee), such that the aggregate book value of such real estate exceeds 10% of Gross Asset Value;

(iii) Investments in Unconsolidated Affiliates of the Borrower or the Parent, such that the value of such Investments, determined in accordance with GAAP, exceeds 20% of Gross Asset Value;

(iv) Investments in Persons that are neither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent, such that the book value of such Investments, determined in accordance with GAAP, exceeds 10% of Gross Asset Value; provided, however, this clause (iv)

shall not apply to Investments in any Person whose Equity Interests are publicly traded and in which the Parent or the Borrower is attempting to acquire a controlling interest but only to the extent the aggregate value of such Investments under this clause (iv), determined on the basis of lower of cost or market value, does not exceed 10% of Gross Asset Value (the aggregate amount of such excess to be subject to this subsection (f)); or

(v) Mortgages in favor of the Borrower or any other Loan Party (other than (A) Mortgages securing Indebtedness owed to the Borrower or any Subsidiary on September 30,2002 and (B) Mortgages on assets owned by the Parent, the Borrower or any Subsidiary), such that the aggregate book value of Indebtedness secured by such Mortgages exceeds 10% of Gross Asset Value.

In addition to the foregoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (v) shall not exceed 35% of Gross Asset Value.

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

9.2......Negative Pledge.

The Borrower shall not, and shall not permit any other Loan Party to, create, assume or suffer to exist any Lien on any Collateral Property or any of the other Collateral, now owned or hereafter acquired, except for Permitted Liens.

9.3......Restrictions on Intercompany Transfers.

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

any direct obligation to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve any specified levels of operating results, except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar exceptions to recourse liability.

9.4......Merger, Consolidation, Sales of Assets and Other Arrangements.

Without the prior written consent of the Bank, such consent not to be unreasonably withheld, the Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (c) convey, sell, lease, sublease, transfer or otherwise dispose o1 in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that:

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

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

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

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

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

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

9.5......Acquisitions.

Neither Borrower nor any of its Subsidiaries shall acquire the business of or all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise, in each case involving consideration, or valued, in excess of $500,000,000 unless (a) no Default or Event of Default exists or would exist immediately following the consummation of such acquisition and (b) the Borrower has delivered to the Bank, at least 30 days prior to the date such acquisition is consummated, (i) all information related to such acquisition as the Bank may

reasonably request and (ii) a Compliance Certificate, calculated on a pro forma basis, evidencing continued compliance with the financial covenants contained in Article 9, after giving effect to such acquisition.

9.6......Plans.

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

9.7......Fiscal Year.

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

9.8......Modifications of Organizational Documents.

The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, partnership agreement or other similar organizational document which modification could reasonably be expected to have a Material Adverse Effect without the prior written consent of the Bank unless such amendment, supplement, restatement or other modification is
(a) required under or as a result of the Internal Revenue Code or other Applicable Law or (b) required to maintain the Parent's status as a RE1T.

9.9......Major Construction.

The Borrower shall not, and shall not permit any Loan Party owning a Collateral Property to, commit to undertake any plan of renovation of any Collateral Property when (a) the estimated cost of such renovation is in excess of $5,000,000.00 and (b) such renovation will result in structural changes to such Collateral Property, without first obtaining the prior written consent of the Bank (which consent shall not be unreasonably withheld). Unless the Bank has given written notice to the Borrower that the Bank will not consent to such renovation within 15 Business Days of receipt of all plans, specification, information and other materials relating to the Borrower's request, the Bank shall be deemed to have consented to such renovation.

9.10.....Transactions with Affiliates.

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

ARTICLE 10
DEFAULT

10.1.....Events of Default.

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

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

(b)......Default in Performance.

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

(ii) any Loan Party or the Parent shall fail to perform or observe any term, covenant, condition or agreement contained in this Loan Agreement or any other Loan Document to which it is a party and not otherwise mentioned in this Section and such failure shall continue for a period of 30 calendar days after the earlier of (x) the date any Senior Officer of the Borrower has actual knowledge of such failure or
(y) the date notice of such failure has been given to the Borrower by the Bank; provided, however, that if such default is curable but requires work to be performed, acts to be done or conditions to be remedied which, by their nature, cannot be performed, done or remedied, as the case may be, within such 30-day period, no Event of Default shall be deemed to have occurred if such Loan Party or the Parent, as the case may be, commences the same within such 30-day period and thereafter diligently and continuously prosecutes the same to completion, and the same is in fact completed, no later than the date 90 days following the earlier of the date such Senior Officer has actual knowledge of such failure or the date the Bank gave notice of such failure to the Borrower.

(c) Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party or the Parent under this Agreement or under any other Loan Document, or in any other writing or statement at any time furnished by, or at the direction of, any Loan Party or the Parent to the Bank under or in connection with this Loan Agreement or any

other Loan Document, shall at any time prove to have been incorrect or misleading in any material respect when furnished or made or deemed made.

(d) Material Extension of Credit Cross-Default.

(i) Extensions of Credit Owed to Bank. Any of the following events shall occur with respect to any Extension of Credit (other than any of the Obligations and any Extension of Credit that is Nonrecourse Indebtedness) owing to the Bank or any of its affiliates:

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

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

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

(ii) Extension of Credit Owed to Third Parties. Either of the following events shall occur with respect to any Extension of Credit
(other than any extension of credit that is Nonrecourse Indebtedness) owing by any Loan Party or the Parent to any Person other than the Bank or any affiliate of the Bank and having an aggregate outstanding principal amount of $100,000,000 or more:

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

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

(e) Voluntary Bankruptcy Proceeding. Any Loan Party, the Parent or any Significant Subsidiary shall: (i) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent

to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection; (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate, partnership or similar action for the purpose of effecting any of the foregoing.

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

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

(h) Judgment. A judgment or order for the payment of money shall be entered against any Loan Party, the Parent or any Significant Subsidiary, by any court or other tribunal and (i) such judgment or order shall continue for a period of 60 days without being paid stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount for which insurance has not been acknowledged in writing by the applicable insurance carrier exceeds, individually or together with all other such judgments or orders entered against the Loan Parties and Significant Subsidiaries, $25,000,000 or (B) such judgment or order could reasonably be expected to have a Material Adverse Effect.

(i) Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of any Loan Party, the Parent or any Significant Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes, $25,000,000 and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of 60 days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Bank pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of any Loan Party or the Parent.

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

(k) Change in Control. The occurrence of any one or more of the following:

(i) any Person (or two or more Persons acting in concert) shall acquire "beneficial ownership" within the meaning of Rule l3d-3 of the Securities and Exchange Act of 1934, as amended, of the capital stock or securities of the Parent representing 35% or more of the aggregate voting power of all classes of capital stock and securities of the Parent entitled to vote for the election of directors ("Parent Voting Stock"); provided, however, this clause shall not apply to any Parent Voting Stock acquired after the date hereof by a Person as a result of the conversion of limited partnership interests in the Borrower into Parent Voting Stock in accordance with Borrower's partnership agreement;

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

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

(iv) the Principals shall cease to beneficially own, directly or indirectly, in the aggregate, at least 10.0% of the outstanding common stock of the Parent or at least 10.0% of the outstanding operating units of the Borrower (such ownership percentages to be adjusted to reflect the effect of any division, reclassification, stock or equity dividend and any other similar dilutive events);

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

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

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

10.2 Remedies Upon Event of Default.

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

(a) Acceleration; Termination of Commitment.

(i) Automatic. Upon the occurrence of an Event of Default specified in Sections 10.l.(e) or 10.l.(f) (l) (A) the principal of, and all accrued interest on, the Loan and the Note at the time outstanding, and (B) all of the other Obligations of the Borrower, including, but not limited to, the other amounts owed to the Bank under this Loan Agreement, the Note or any of the other Loan Documents shall become immediately and automatically due and payable by the Borrower without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower, and (2) the Commitment and the obligation of the Bank to make Advances hereunder shall all immediately and automatically terminate.

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

(b) Loan Documents. The Bank may exercise any and all of its rights under any and all of the other Loan Documents.

(c) Applicable Law. The Bank may exercise all other rights and remedies it may have under any Applicable Law.

(d) Appointment of Receiver. To the extent permitted by Applicable Law, the Bank shall be entitled to the appointment of a receiver for the Collateral Properties and other Collateral, without notice of any kind whatsoever and without regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion of the Collateral Properties and/or the business operations of the

Borrower and the other Loan Parties related thereto and to exercise such power as the court shall confer upon such receiver.

10.3 Remedies Upon Default.

Upon the occurrence of a Default specified in Section 10 .1(f), the Commitment shall immediately and automatically terminate.

10.4 Curing Defaults Under Collateral Documents.

The Bank agrees that the Borrower may cure a Default occurring under
Section 10.1 (b)(ii) relating to any Collateral Document by reducing the principal amount of the Loan then outstanding to an amount not in excess of the Borrowing Base if the affected Collateral Property was not included in the calculation of the Borrowing Base; provided, however, the provisions of this
Section shall not apply to a Default the circumstances giving rise to which constitute a Default or Event of Default under any other provision of Section 10.1.

10.5 Permitted Deficiency.

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

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

(A) keep such Collateral Property or any portion thereof in the condition required under the Mortgage applicable thereto;

(B) to pay any Lien or other encumbrances on any portion of such Collateral Property in the manner required under the Mortgage applicable thereto;

(C) to comply with requirements of Applicable Law applicable to any portion of such Collateral Property as required under the Mortgage applicable thereto;

(D) to refrain from and cause any other Loan Parties from making any alterations to any such Collateral Property except as permitted under Section 9.9 of this Agreement;

(E) to replace "Fixtures" or "Personalty" required under, and as such terms are defined in, the Mortgage applicable thereto; or

(F) to deposit with the Bank any "Casualty Completion Deposit" or "Escrowed Sums" required under, and as such terms are defined in, the Mortgage applicable thereto; or

(ii) the existence of any non-consensual Lien on any of the Collateral not expressly permitted by this Agreement or by the applicable terms of the Collateral Documents.

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

(i) the sum of the following amounts (such amounts being the "Permitted Deficiency") does not exceed $5,000,000.00:

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

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

(C) the aggregate amount of unpaid "Casualty Completion Deposit" and "Escrowed Sums" required under, and as such terms are defined in, the Mortgages applicable thereto.

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

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

10.6 Marshaling; Payments Set Aside.

The Bank shall not be under any obligation to marshal any assets in favor of the Borrower, the Parent or any other Loan Party, or Person, or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to the Bank, or the Bank enforces its security interests or exercise its rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

10.7 Allocation of Proceeds.

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

(a) amounts due to the Bank in respect of Fees due under
Section 2.14;

(b) amounts due to the Bank in respect of Protective Advances;

(c) payment of interest on the Loan;

(d) payment of principal on the Loan;

(e) amounts due to the Bank pursuant to Sections 2.16, 5.1, 5.4, and 11.4;

(f) payments of all other amounts due the Bank under any of the Loan Documents; and

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

10.8 Performance by Bank.

If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Bank may, but shall not be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Bank, promptly pay to the Bank any amount reasonably expended by the Bank in such performance or attempted performance, together with interest thereon at the applicable Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, the Bank shall not have any liability or responsibility whatsoever for the performance or non-performance of any obligation of the Borrower under this Loan Agreement or any other Loan Document.

10.9 Rights Cumulative.

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

ARTICLE 11
MISCELLANEOUS

11.1 Amendments. The provisions of this Loan Agreement, the Note or any other Loan Document, instrument or document executed pursuant hereto or securing the indebtedness may be amended or modified only by an instrument in writing signed by the parties hereto.

11.2 Notices. All notices and other communications provided for hereunder shall be in writing and shall be mailed, certified mail, return receipt requested, or delivered, if to the Borrower, to it at c/o CBL Properties, Inc., 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee 37421, Attention: Vice Chairman and Chief Financial Officer; if to the Bank, to it at P. O. Box 1638, 736 Market Street, Chattanooga, Tennessee 37402, Attention: Bruce Tidwell, Vice-President; 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 11.2. All such notices and other communications shall be effective (iii) if mailed, when received or three business days after mailing, whichever is earlier; or (iv) if delivered, upon delivery.

11.3 No Waiver. Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Bank, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof 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.

11.4 Indemnification. Borrower agrees to indemnify Bank from and against any and all claims, losses and liabilities, including, without limitation, reasonable attorneys' fees, growing out of or resulting from this Loan Agreement (including, without limitation, enforcement of this Loan Agreement), except claims, losses or liabilities resulting solely and directly from Bank's gross negligence or willful misconduct. The indemnification provided for in this Section shall survive the payment in full of the Loan.

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

11.6 Governing Law. This Loan Agreement shall be governed and construed in accordance with the laws of the State of Tennessee; except (a) that the provisions hereof which relate to the payment of interest shall be governed by
(i) the laws of the United States or, (ii) the laws of the State of Tennessee, whichever permits the Bank to charge the higher rate, as more particularly set out in the Note, and (b) to the extent that the Liens in favor of the Bank, the

perfection thereof, and the rights and remedies of the Bank with respect thereto, shall, under mandatory provisions of Applicable Law, be governed by the laws of a state other than Tennessee.

11.7 Execution in Counterparts. This Loan Agreement and other Loan Documents 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.

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

11.9 Enforceability of Loan 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.

11.10 Interest Limitations.

(a) The Loan and the Note 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 the Note.

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

(c) The Note 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 statute) may permit the charging of a higher rate of interest than applicable state law, in which event such applicable federal statute, as amended and supplemented from time to time shall govern and control the maximum rate of interest permitted to be charged hereunder; it being intended that, as to the maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether state or federal, from time to time in effect, which permit the charging of a higher rate of interest, shall govern and control; provided, always, however, that in no event and under no circumstances shall the Borrower be liable for the payment of interest in excess of the maximum rate permitted by such applicable law, from time to time in effect.

11.11 Non-Control. In no event shall the Bank's rights hereunder be deemed to indicate that the Bank is in control of the business, management or properties of the Borrower, Parent or any other Loan Party, or has power over the daily management functions and operating decisions made by the Borrower, Parent or any other Loan Party.

         11.12    Loan Review, Extensions of Termination Date; Continuing
Security.

                  (a) The specific Termination Date then in effect under Section

2.1 may be extended by the Bank, at its option, for consecutive additional periods of one (1) year each as of each Renewal Date or for such extended term as agreed to in writing between the Bank and the Borrower. At or prior to each Renewal Date so long as the Loan remains unpaid, Bank shall review the credit and the performance of the Loan. If the Bank deems the credit and the performance of the Loan acceptable, on or as of each Renewal Date the Bank will extend the Commitment for one (1) additional year from the then existing Termination Date. If the Bank deems the credit and/or performance of the Loan not acceptable, the Bank shall not be obligated to extend the Termination Date; however, so long as no Event of Default has occurred the Borrower shall then have the right to repay the Loan pursuant to the repayment provisions contained in the Note. Assessment of the credit, the performance of the Loan and the decision whether to extend the Termination Date shall be solely within the Bank's discretion. The Bank shall notify Borrower of the results of its review of the Loan no later than twelve (12) months prior to the then effective Termination Date.

(b) Upon the specific Termination Date so fixed in Article One, or in the event of the extension of this Agreement to a subsequent Termination Date (when no effective extension is in force), the Revolving Credit Loan and all other extensions of credit (unless sooner declared to be due and payable by the Bank pursuant to the provisions hereof), and subject to Borrower's election as set forth in subparagraph (a) above, shall become due and payable for all purposes. Until all such indebtedness, liabilities and obligations secured by the Mortgages are satisfied in full, such termination shall not affect the security interest granted to the Bank pursuant to the Mortgages and other Collateral Documents, nor the duties, covenants, and obligations of the Borrower therein and in this Loan Agreement; and all of such duties, covenants and obligations shall remain in full force and effect until all of the Obligations have been fully and indefeasibly paid and satisfied in all respects.

11.13 Existing Mortgages. Concurrently with the Closing, or as soon thereafter as is practical, the Bank will cause all of the Existing Mortgages, other than the Existing Foothills Mortgage, to be released of record without release or discharge of the indebtedness theretofore secured thereby. Borrower to be responsible for the payment of all recording fees therefor.

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

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

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

11.17 Limited Nature of Parent's Obligations.

THE BANK ACKNOWLEDGES AND AGREES THAT THE PARENT IS JOINING IN THE EXECUTION OF THIS AGREEMENT SOLELY FOR THE LIMITED PURPOSE OF BEING BOUND BY THE TERMS OF THE SECTIONS SPECIFICALLY APPLICABLE TO THE PARENT, INCLUDING SECTIONS
7.1, 7.2, 7.6, 7.10, 7.11, 9.1, 9.4, 9.7, and 9.8 OF THIS LOAN AGREEMENT. THE
PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT OR OTHER LOAN DOCUMENT RESULTING FROM A BREACH

BY THE PARENT OF, OR A MISREPRESENTATION BY THE PARENT UNDER OR IN ANY WAY RELATING TO, ANY OF SUCH SECTIONS SHALL NOT CREATE ANY PERSONAL LIABILITY ON THE

PART OF THE PARENT FOR THE PAYMENT OF THE OBLIGATIONS. NOTHING CONTAINED IN THIS

SECTION 11.17 INTENDED TO LIMIT THE OBLIGATIONS OF THE PARENT UNDER THE PARENT GUARANTY.

11.18 Bank's Consent. Except as otherwise expressly provided herein, in any instance hereunder where the Bank's approval or consent is required or the exercise of its judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of the Bank, and the Bank shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment provided that the Bank shall proceed at all times in good faith and in a commercially reasonable manner. The Bank may consult with counsel, and the written advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

11.19 Venue of Actions. As an integral part of the consideration for the making of the Loan, it is expressly understood and agreed that no suit or action shall be commenced by the Borrower, General Partner, CBL Properties, Inc., 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, other than in a state or federal court of competent jurisdiction in Hamilton County, Tennessee and not elsewhere. Nothing in this paragraph contained shall prohibit the Bank from instituting suit in any court of competent jurisdiction for the enforcement of its rights hereunder or in any other document or instrument which evidences or secures the Loan.

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

11.21 Conflict. 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.

11.22 No Novation. This Loan Agreement (a) constitutes a renewal and restatement of the Second Amended and Restated Loan Agreement dated October 30, 2001 and does not constitute a novation of the indebtedness evidenced thereby and shall be secured by the Mortgages and the liens created thereby are not intended to be adversely affected by this Loan Agreement, and (b) a consolidation, renewal and restatement of the Acquired Indebtedness and does not constitute a novation of the indebtedness secured by the Existing Cool Springs Crossing Mortgage and the liens created thereby are not intended to be adversely affected by this Loan Agreement.
(Execution Page Follows)

-Execution Page-

IN WITNESS WHEREOF, the Borrower, the Bank and CBL Properties, Inc. have caused this Agreement to be executed by their duly authorized officers and/or partner, all as of the day and year first above written.
CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership

By: CBL HOLDINGS I, INC.,
a Delaware corporation, its sole General Partner

By:  /s/ John N. Foy
   -----------------------------------------------------------
     John Foy, Vice Chairman and
     Chief Financial Officer

CBL & ASSOCIATES PROPERTIES, INC., a
Delaware corporation

By:  /s/ John N. Foy
   -----------------------------------------------------------
     John Foy, Vice Chairman and
     Chief Financial Officer

SUNTRUST BANK

By:  /s/ Bruce Tidwell
   -----------------------------------------------------------
     Bruce Tidwell, Vice President

Exhibit 10.19.2

EXECUTION COPY

FIRST AMENDMENT
TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT

THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is made and entered into as of this 22nd day of September, 2004, but effective as of the 1st day of April, 2004, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as "Borrower"), and SUNTRUST BANK, a Georgia banking corporation (the "Bank").

WITNESSETH:

WHEREAS, Borrower and Bank entered into that certain Third Amended and Restated Loan Agreement dated as of September 24, 2003 (the "Loan Agreement"), pursuant to which the Bank agreed to extend to Borrower a loan on a credit revolving basis (the "Loan") not to exceed the principal sum of Ten Million and No/100 Dollars ($10,000,000) at any one time outstanding; and

WHEREAS, Borrower and Bank desire to extend the Maturity Date for the Loan by extending the Termination Date by one (1) year and modify certain definitions now contained in the Loan Agreement;

NOW THEREFORE, for and in consideration of the premises, for Ten and No/100 Dollars ($10.00) in hand paid by the parties to each other, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Borrower and Bank, Borrower and Bank do hereby covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Credit Agreement.

2. Adjusted Asset Value. The definition of Adjusted Asset Value contained in the Loan Agreement is hereby amended:

(a) by deleting the figure "8.5%" from the third line thereof, and by inserting the figure "8.25%" in lieu thereof; and

(b) by deleting therefrom the final sentence thereof, which did read:

"In addition, in the case of any operating Property acquired in the immediately preceding period of twelve consecutive months for a purchase price indicative of a capitalization rate of less than 8.5%, EBITDA attributable to such Property shall be excluded from the determination of Adjusted Asset Value."

3. Gross Asset Value. The definition of Gross Asset Value contained in the Loan Agreement is hereby amended by deleting therefrom paragraph (e)(ii):

"(ii)any operating Property acquired in the immediately preceding period of twelve consecutive months for a purchase price indicative of a capitalization rate of less than 8.5%; provided, that if the Parent or Subsidiary acquired such Property together with other Properties or other assets and paid an aggregate purchase price for such Properties and other assets, then the Parent shall allocate the portion of the aggregate purchase price attributable to such Property in a manner consistent with reasonable accounting practices;"

and inserting the following in lieu thereof:

"(ii)any operating Property acquired in the immediately preceding period of eighteen consecutive months for a purchase price indicative of a capitalization rate of less than 8.25%; provide, that if the Parent or a Subsidiary acquired such Property together with other Properties or other assets and paid an aggregate purchase price for such Properties and other assets, then the Parent shall allocate the portion of the aggregate purchase price attributable to such Property in a manner consistent with reasonable accounting practices; provided further, in no event shall the aggregate value of such operating Property included in Gross Asset Value pursuant to this clause (e)(ii) exceed $1,000,000,000.00."

4. Termination Date. The definition of Termination Date contained in the Loan Agreement is hereby deleted and in lieu thereof the following definition shall be inserted and added to replace the same:

"Termination Date" means April 1, 2006, or such later date to which such date may be extended in accordance with
Section 11.12."

5. Total Liabilities. The definition of Total Liabilities contained in the Loan Agreement is hereby amended by inserting the following immediately after numbered subclause (2) thereof:

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

6. Conditions Precedent. Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Agent

shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Agent:

(a) Counterparts this Amendment duly executed and delivered by Borrower and Bank;

(b) a certificate of Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified since September 24, 2003; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower and Guarantor have not been modified since September 24, 2003; (iii) that attached thereto is a true and complete copy of Resolutions adopted by the Executive Committee Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower and Guarantor of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower and/or Guarantor in connection herewith remain in full force and effect (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower and/or Guarantor are hereinafter collectively referred to as the "Borrower Amendment Documents"); and (iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which Borrower and/or Guarantor is a party;

(c) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not bee modified since September 24, 2003;
(ii) that copy Resolutions adopted by the Executive Committee Board of Directors of CBL & Associates Properties, Inc. authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreement executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower may or any Subpartnership are hereinafter collectively referred to as the "Properties Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the offices of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party;

(d) the opinions of Borrower's in-house counsel addressed to the Bank and satisfactory in form and substance to the Bank, covering such matters relating to the transaction contemplated by this Amendment as the Bank may reasonably request.

Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date hereof.

7. Representations and Warranties; No Default. Borrower hereby represents and warrants to the Bank that:

(a) all of Borrower's representations and warranties contained in the Loan Agreement and the other Loan Documents, except for those representations and warranties which by their terms date specific only to a stated date, are true and correct on and as of the date of Borrower's execution of this Amendment;

(b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document;

(c) Borrower has the power and authority to enter into this Amendment and to perform all of its obligations hereunder;

(d) the execution, delivery and performance of this Amendment by Borrower has been duly authorized by all necessary corporate, partnership or other action;

(e) the execution and delivery of this Amendment and performance thereof by Borrower does not and will not violate the Partnership Agreements or other organizational documents of Borrower or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to Borrower or their respective properties; and

(f) this Amendment, the Guarantor consent, and all other documents executed in connection herewith, constitute legal, valid and binding obligations of the parties thereto, in accordance with the respective terms thereof, subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, which respect to the availability of remedies of specific enforcement, subject to the discretion of the court before which any proceeding therefor may be brought.

8. Expenses. Borrower agrees to pay, immediately upon demand by the Bank, all reasonable costs, expenses, fees and other charges and expenses actually incurred by the Bank in connection with the negotiation, preparation, execution and delivery of this Amendment and the Amendment Documents.

9. Defaults Hereunder. The breach of any representation, warranty or covenant contained herein or in any document executed in connection herewith, or the failure to observe or comply with any term or agreement contained herein shall constitute a Default or Event of Default under the Loan Agreement (subject to any applicable cure period set forth in the Loan Agreement) and the Bank shall be entitled to exercise all rights and remedies they may have under the Loan Agreement, any other documents executed in connection therewith and applicable law.

10. References. All references in the Loan Agreement and the Loan Documents to the Loan Agreement shall hereafter be deemed to be references to the Loan Agreement as amended hereby and as the same may hereafter be amended from time to time.

11. Limitation of Agreement. Except as especially set forth herein, this Amendment shall not be deemed to waive, amend or modify any term or condition of the Loan Agreement, each of which is hereby ratified and reaffirmed and which shall remain in full force and effect, nor to serve as a consent to any matter prohibited by the terms and conditions thereof.

12. Counterparts. To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signature thereon and thereafter attached to another counterpart identical thereto having attached to it additional signature pages.

13. Further Assurances. Borrower agrees to take such further action as the Bank shall reasonably request in connection herewith to evidence the amendments herein contained to the Loan Agreement.

14. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

15. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Georgia, without reference to principles of conflicts of law.

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

BORROWER:

CBL & ASSOCIATES LIMITED PARTNERSHIP

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

By:   /s/ John N. Foy
   -------------------------------------------
Name:  John N. Foy
   -------------------------------------------
Title: Vice Chairman of the Board
       and Chief Financial Officer
   -------------------------------------------

[ SIGNATURE PAGES CONTINUE ON NEXT PAGE ]

[SIGNATURE PAGE TO THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN

AGREEMENT DATED AS OF SEPTEMBER 24, 2003]

SUNTRUST BANK, a Georgia Banking Corporation

By:   /s/ W. John Wendler
   -------------------------------------------------
      Name:  W. John Wendler
           -----------------------------------------
      Title: Director
            ----------------------------------------

[SIGNATURE PAGE TO THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN

AGREEMENT DATED AS OF SEPTEMBER 24, 2003]

CONSENT OF PARENT AND GUARANTOR

Cool Springs Crossing Limited Partnership, a Tennessee limited partnership ("Guarantor") and CBL & Associates Properties, Inc., a Delaware corporation ("Parent") hereby consents to and approves the Borrower's execution of the foregoing First Amendment to Third Amended and Restated Loan Agreement by and between SunTrust Bank and CBL & Associates Limited Partnership.

GUARANTOR:

COOL SPRINGS CROSSING LIMITED PARTNERSHIP
a Tennessee limited partnership

By: CBL & Associates Limited Partnership, a Delaware Limited partnership and its general partner By: CBL Holdings I, Inc., a Delaware Corporation and its sole general partner of CBL & Associates Limited Partnership

By:    /s/ John N. Foy
   --------------------------------------------------------
Name:  John Foy
Title:   Vice Chairman and Chief Financial Officer

PARENT:

CBL & ASSOCIATES PROPERTIES, INC.

By:   /s/ John N. Foy
   --------------------------------------------------------
Name:  John Foy
Title:   Vice Chairman and Chief Financial Officer

Exhibit 10.20.1

AMENDED AND RESTATED LOAN AGREEMENT

(This Amended and Restated Loan Agreement amends, restates, and replaces that certain Amended and Restated Loan Agreement dated as of June 30, 2004 between the undersigned Borrower, Lakeshore, Lakes Mall and the Bank.)

THIS AMENDED AND RESTATED LOAN AGREEMENT ("Loan Agreement") is made as of December 30, 2004, to be effective December 30, 2004 by and between CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000 ("Borrower"), and LAKESHORE/SEBRING LIMITED PARTNERSHIP, a Florida limited partnership, whose address is the same as the Borrower's described above ("Lakeshore") and THE LAKES MALL, LLC, a Michigan limited liability company whose address is the same as the Borrower's described above ("Lakes Mall"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the statutes of the United States of America, with a principal office at 701 Market Street, Chattanooga, Tennessee 37402 (hereinafter referred to as the "Bank").

Recitals of Fact

Borrower has requested that the Bank commit to make loans and advances to it, and to Lakeshore and to Lakes Mall, for the benefit of Borrower, on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of Eighty Million Dollars ($80,000,000.00) for the purpose of providing working capital for pre-development expenses, development costs, equity investments, repayment of existing indebtedness, certain distributions to limited partners (as allowed herein), letters of credit and construction and for general corporate purposes. The Bank has agreed to make certain portions of such loans and advances on the terms and conditions herein set forth. KeyBank National Association, Compass Bank, Amsouth Bank of Tennessee and Branch Banking and Trust Company, all as participants in the Loan have previously agreed to make certain portions of such loan and advances on the terms and conditions previously set forth and now on the terms and conditions herein set forth.

This Loan Agreement is currently being amended to: (a) change the Capitalized Value cap rates for Mall Projects from 8.625% to 8.25%; (b) to change the definition of Total Obligations and (c) to extend the maturity date of the Loan to June 1, 2006.

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

AGREEMENTS

SECTION 1: DEFINITIONS AND ACCOUNTING TERMS

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

"Adjusted Loan Amount" means 100% of the combined Net Operating Income from the properties described in the CBL Mortgage (except the CBL Mortgage on The Lakes Mall which shall be included at 90% of the Net Operating Income) as of each July 1, January 1, April 1 and October 1, as the case may be, based upon the then immediately preceding twelve (12) month period, divided by 1.25 with the resulting figure being further divided by the applicable mortgage constant of .1042.

"Affiliate" means as to any Person, any other Person which, directly or indirectly, owns or controls, on an aggregate basis including all beneficial ownership and ownership or control as a trustee, guardian or other fiduciary, at least ten percent (10%) of the outstanding shares of Capital Stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other governing body (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have contingency) of such Person or at least ten percent (10%) of the partnership or other ownership interest of such Person; or which controls, is controlled by or is under common control with such Person. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, a pension fund, university or other endowment funds, mutual fund investment company or similar fund having a passive investment intent owning such a ten percent (10%) or greater interest in a Person shall not be deemed an Affiliate of such Person unless such pension, mutual, endowment or similar fund either (i) owns fifty percent (50%) or more of the Capital Stock or other ownership interest in such Person, or (ii) has the right or power to select one or more members of such Person's board of directors or other governing body.

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

"Bank's Proportionate Share" means the Bank's undivided participating interest in the Loan which shall be equal to Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00).

"Base Rate" means the base commercial rate of interest established from time to time by Bank. The Base Rate existing as of the date hereof is five and twenty five hundredths percent (5.25%) per annum.

"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 be calculated each July 1, January 1, April 1 and October 1. The Borrowing Base will be an amount not to exceed the Borrower's Adjusted Loan Amount or $80,000,000.00 whichever is less.

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

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

"Capitalized Value" and "Capitalized Value (Total)" shall mean the total of (a), (b) and (c):

(a) with respect to Non-Mall Projects, an amount, calculated as of any period, equal to the quotient of (i) the sum of (A) Borrower's Funds From Operations during the most recent quarter end (not including Funds from Operations from Mall Projects), minus (B) Net Operating Income (loss) from any Newly Acquired Property acquired during the quarter (not including Mall Projects), minus (C) preferred dividends paid by Borrower, plus (D) the Interest Expense (not including Interest Expense from Mall Projects) used in calculating Borrower's Funds From Operations pursuant to clause (A) above (all annualized) and (ii) 9.75%.

(b) with respect to Mall Projects, an amount, calculated as of any period, equal to the quotient of (i) the sum of (A) Borrower's Funds From Operations during the most recent quarter end (from Mall Projects only), minus (B) Net Operating Income (loss) from any Newly Acquired Property acquired during the quarter (from Mall Projects only), plus (C) the Interest Expense (from Mall Projects only) used in calculating Borrower's Funds From Operations pursuant to clause (A) above (all annualized) and (ii) 8.25%.

(c) plus for that period the book value of any Newly Acquired Property acquired during the quarter, evidenced by the supporting financial information to be furnished by the Borrower pursuant to Section 6.5(d) hereof.

"CBL Holdings I" means CBL Holdings I, Inc., a Delaware corporation and the sole general partner of Borrower.

"CBL Holdings II" means CBL Holdings II, Inc., a Delaware corporation and a limited partner of Borrower.

"CBL Management, Inc." means CBL & Associates Management, Inc., a Delaware corporation.

"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, Lakeshore/Sebring Limited Partnership, Vicksburg Mall Associates, Ltd., The Lakes Mall, LLC and Towne Mall and/or any other entity related to or owned by Borrower and/or CBL & Associates Properties, Inc. and/or CBL Holdings I, Inc. in favor of Bank covering their interest in the properties described in Exhibit "A," attached hereto and made a part hereof.

"CBL Properties, Inc." 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.

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

"Consolidated" means, as to any calculation hereunder, that such calculation shall be made on a consolidated basis for Borrower, CBL Holdings, CBL Properties, Inc. and CBL Management, Inc., with each such calculation being made, (a) in respect of Borrower, on a consolidated basis for Borrower and its Subsidiaries, (b) in respect of CBL Holdings, on a consolidated basis for CBL Holdings and its Subsidiaries, (c) in respect of CBL Properties, Inc., on a consolidated basis for CBL Properties, Inc. and its Subsidiaries, and (d) in respect of CBL Management, Inc., on a consolidated basis for CBL Management, Inc. and its Subsidiaries.

"Contingent Obligations" means, for any Person, any material commitment, undertaking, Guarantee or material obligation constituting a continuing liability under GAAP, but only to the extent the same are required to be reflected on such Persons' audited financial statements.

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

"Debt Coverage Ratio" shall mean, as of any date the same is calculated, the ratio of (a) EBITDA for the fiscal quarter ending on or most recently ended prior to such date to (b) Debt Service during such fiscal quarter, in each case calculated on a Consolidated basis in accordance with GAAP.

"Debt Service" means, for any period, on a consolidated basis, with respect to Borrower, CBL Properties, Inc., and their respective Subsidiaries for any period, the sum of (a) Interest Expense of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (b) regularly scheduled principal payments on consolidated Indebtedness of Borrower, CBL Properties, Inc. and their respective Subsidiaries during such period. For purposes of this definition, unscheduled voluntary principal payments, voluntary prepayments and final balloon payments are excluded from determining regularly scheduled principal payments. For purposes of this definition, a voluntary prepayment of Indebtedness shall not constitute a regularly scheduled principal payment even if, under the terms of the agreement governing such Indebtedness, the notice of prepayment has the effect of causing the amount of the prepayment to become due and payable on the date set for such notice of such prepayment.

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

"EBITDA" means, for any period, the sum of (i) consolidated Net Income of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (ii) depreciation and amortization expense for consolidated Property of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (iii) depreciation and amortization expense related to the earnings of Unconsolidated Affiliates of Borrower, CBL Properties, Inc. and their respective Subsidiaries, plus (iv) Interest Expense for consolidated Property of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (vi) Interest Expense related to the earnings of Unconsolidated Affiliates of Borrower, CBL Properties, Inc. and their respective Subsidiaries, plus (vi) earnings attributable to any minority ownership interest in the operating partnership, i.e., the Borrower, plus (vii) loss on

extinguishment of debt, or minus gain on extinguishment of debt, plus (viii) income tax expense in respect of such period, plus (ix) extraordinary losses (and any unusual losses arising in or outside the ordinary course of business of Borrower, CBL Properties, Inc. and their respective Subsidiaries not included in extraordinary losses determined in accordance with GAAP that have been reflected in the determination of Net Income) for such period, or minus extraordinary gains of Borrower, CBL Properties, Inc. and their respective Subsidiaries (and any unusual gains arising in or outside the ordinary course of business of Borrower, CBL Properties, Inc. or such respective Subsidiaries not included in extraordinary gains determined in accordance with GAAP that have been reflected in the determination of Net Income) for such period, plus (x) expenses (not to exceed $1,000,000.00) related to write-off of development costs concerning abandoned projects, determined in each case on a Consolidated basis in accordance with GAAP. Notwithstanding any language above to the contrary, all determinations of EBITDA shall be made without duplication and all calculations relative to unconsolidated properties or affiliates shall only include Borrower's, CBL Properties, Inc.'s and their respective Subsidiaries' pro rata portion thereof.

"Effective Date," which definition is used and only applies within
Section 7.9 hereof, means the date the Credit Agreement became effective in accordance with Section 4.1 thereof.

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

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

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

"GAAP" shall mean generally accepted accounting principles applied on a basis consistent with those which are to be used in making the calculations for purposes of determining compliance with this Loan Agreement. All calculations made for the purposes of determining compliance with this Loan Agreement shall (except as may be otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in preparation of the annual and quarterly financial statements of CBL Properties, Inc. furnished to the SEC.

"Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (ii) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against losses in respect thereof (in whole or in part), provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

"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" shall mean, as applied to any Person at any time, without duplication (a) all indebtedness, obligations or other liabilities of such Person (i) for borrowed money or evidenced by debt securities, debentures, acceptances, notes or other similar instruments, and any accrued interest, fees and charges relating thereto; (ii) with respect to letters of credit issued for such Person's account; (iii) under agreements for the prospective purchase or repurchase of assets other than obligations arising under unexercised option agreements; (iv) to make future investments in any Person; (v) to pay the deferred purchase price of property or services previously purchased or rendered, except unsecured trade accounts payable and accrued expenses required to be capitalized in accordance with GAAP; (b) all indebtedness, obligations or other liabilities of such Person or others secured by a Lien on any asset of such Person, whether or not such Person is otherwise obligated on such indebtedness, obligations or liabilities or such indebtedness, obligations or liabilities are assumed by such Person, all as of such time; (c) all indebtedness, obligations or other liabilities of such Person in respect of any foreign exchange contract or any interest rate swap, cap or collar agreement or similar arrangement, net of liabilities owed to such Person by the counterparties thereon; (d) all shares of Capital Stock or equivalent ownership interest subject (upon the occurrence of any contingency or otherwise) to mandatory redemption prior to the date the Loan is scheduled to be repaid in full; (e) obligations of others to the extent Guaranteed by such Person or to the extent such Person is otherwise liable on a recourse basis; and (f) such Person's pro rata share of non-recourse Indebtedness of a partnership in which such Person is a partner (it being understood that the remaining portion of such non-recourse partnership Indebtedness shall not constitute Indebtedness of such Person).

"Interest Coverage Ratio" means, as of any date the same is calculated, the ratio of (a) EBITDA for the fiscal quarter ending on or most recently ended prior to such date to (b) Interest Expense for such fiscal quarter, determined in each case on a Consolidated basis in accordance with GAAP.

"Interest Expense" means, for any Person for any period, total interest expense on Indebtedness of such Person, whether paid or accrued, but without

duplication (including the interest component of capital leases), including, without limitation, (a) all commissions, discounts and other fees and charges owed with respect to letters of credit, to the extent they are not capitalized, and (b) one hundred percent (100%) of any interest expense paid, or any other Person for which such Person is wholly or partially liable (whether by Guarantee, pursuant to Applicable Law or otherwise) but excluding (i) interest on Reserved Construction Loan and (ii) swap or other interest hedging breakage costs, all as determined in conformity with GAAP.

"Investment" in any Person shall mean any investment, whether by means of share purchase, loan, advance, extension of credit, capital contribution or otherwise, in or to such Person, the Guarantee of any Indebtedness of such Person, or the subordination of any claim against such Person to other Indebtedness of such Person.

"Lakeshore Note" means the promissory note from Lakeshore in the original principal sum of $34,600,000.00 payable to the order of Wells Fargo, later assigned by Wells Fargo to Shopping Center Finance Corp., and later assigned by Shopping Center Finance Corp. to the Bank, such Promissory Note being now for the principal sum of $20,400,000.00, as amended, renewed, or replaced from time to time, but it does not include the Renewal of Promissory Note dated December 6, 1994 to be effective April 1, 1994.

"Lakeshore Mortgage" means the Florida Mortgage from Lakeshore/Sebring Limited Partnership in favor of Wells Fargo later assigned to Shopping Center Finance Corp. and subsequently assigned to the Bank, as amended from time to time.

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

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

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

"Lien" means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest or lien arising from a deed of trust, mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes, and including but not limited to reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property.

"Loan" means the Revolving Credit Loan from the Bank to the Borrower, including the Lakeshore Note and Lakes Mall Note which were purchased by the Bank.

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

"Mall Projects" means the real estate and improvement owned by the Borrower and/or it Affiliates that is in the form of an enclosed regional retail shopping mall that includes two (2) or more anchor stores.

"Management Fee" means four percent (4%) of all base and percentage rent earned by the Borrower from Non-Mall Projects for the period in question, plus three percent (3%) of all base and percentage rent earned by the Borrower for Mall Projects for the period in question.

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

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

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

"Net Income" means, with respect to Borrower, CBL Properties, Inc., and their respective Subsidiaries for any period, net earnings (or loss) after deducting therefrom all operating expenses, income taxes and reserves and net earnings (or loss) attributable to minority interests in Subsidiaries for the period in question, determined in each case on a Consolidated basis in accordance with GAAP. Without limiting the generality of the foregoing, earnings (or losses) from the sale of outparcels in the ordinary course of business shall be included in determining Net Income.

"Net Operating Income" means, for any Property for the period in question (a) total revenues received, minus (b) total cash expenses (including management fees) before interest, depreciation, amortization and items capitalized under GAAP.

"Net Worth" means, with respect to Borrower, CBL Properties, Inc. and their Subsidiaries as of any date, the sum of (a) total assets, minus (b) total liabilities, plus (c) accumulated depreciation, plus (d) without duplication, any minority ownership interest in the operating partnership, i.e., the Borrower, minus (e) all intangible assets, determined on a Consolidated basis in accordance with GAAP.

"Non-Mall Projects" means the real estate and improvements owned by the Borrower and/or it Affiliates that is in the form of a retail shopping center that is not a Mall Project.

"Note" means the Revolving Credit Notes executed by the Borrower to the Bank in the original principal sums of Ten Million Six Hundred Thousand Dollars ($10,600,000.00) (the "$10,600,000.00 Note") and Ten Million Nine Hundred

Thousand and No/100 Dollars ($10,900,000.00) (the "$10,900,000.00 Note"), respectively, the Lakeshore Note and the Lakes Mall Note, as such note or notes may be modified, renewed or extended from time to time; and any other note or notes executed at any time to evidence the indebtedness under this Loan Agreement, in whole or in part, and any renewals, modifications and extensions thereof, in whole or in part.

"Participant" means KeyBank National Association, Compass Bank. AmSouth Bank of Tennessee and Branch Banking and Trust Company, their successors and assigns, and any other participants in the Loan.

"Participant's Proportionate Share (AmSouth)" means AmSouth Bank's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00) divided by Eighty Million Dollars ($80,000,000.00).

"Participant's Proportionate Share (BB&T)" means Branch Banking and Trust Company's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Fifteen Million and NO/100 Dollars ($15,000,000.00) divided by Eighty Million Dollars ($80,000,000.00).

"Participant's Proportionate Share (KeyBank)" means KeyBank's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Seven Million Five Hundred Thousand and NO/100 Dollars ($7,500,000.00) divided by Eighty Million Dollars ($80,000,000.00).

"Participant's Proportionate Share (Compass)" means Compass Bank's, (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Twelve Million Five Hundred Thousand and NO/100 Dollars ($12,500,000.00) divided by Eighty Million Dollars ($80,000,000.00).

"Participants' Proportionate Share" means Participant's Proportionate Share (KeyBank), Participant's Proportionate Share (Compass), Participant's Proportionate Share (AmSouth) and Participant's Proportionate Share (BB&T).

"Participation Agreement" means that certain Participation Agreement entered into of even date herewith among Bank, KeyBank National Association, Compass Bank, AmSouth Bank of Tennessee and Branch Banking and Trust Company and/or any other participants in the Loan, as amended from time to time.

"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;

(d) 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;

(e) 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;

(f) 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;

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

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

"Person" means an individual, partnership, corporation, trust, unincorporated organization, association, joint venture or a government or agency or political subdivision thereof.

"Project" or "Projects," which definition is used and only applies within Section 7.9 hereof, means the real estate projects owned by Borrower, a Wholly Owned Subsidiary of Borrower, a Subpartnership or, to the extent approved by the Bank, any other Person. "Project" shall also mean any one of the Projects. The capitalized terms used in this definition shall have the same meaning as provided in the Credit Agreement.

"Property" means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

"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.

"Reserved Construction Loan" shall have the meaning shown in
Section 7.7. hereof.

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

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

"Revolving Credit Note" means the Notes as described in Section 2.3 hereof and the Lakeshore Note and the Lakes Mall Note.

"SEC" shall mean the United States Securities and Exchange Commission.

"Subsidiary" shall mean, as to any Person, any other Person, more than fifty percent (50%) of the outstanding shares of Capital Stock, partnership interest or other ownership interest, having ordinary voting power to elect a

majority of the board of directors or similar governing body of such other Person (irrespective of whether or not at the time stock or other ownership interests of any other class or classes of such other Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or by one or more "Subsidiaries" of such Person, and whose financial reports are prepared on a consolidated basis with such Person. "Wholly Owned Subsidiary" shall mean any such Person of which all of the shares of Capital Stock or ownership interests (other than, in the case of a corporation, directors' qualifying shares) are so owned or controlled. For purposes of this Loan Agreement CBL Management, Inc. shall be deemed to be a Subsidiary of Borrower.

"Termination Date of Revolving Credit Loan" shall mean the earlier of
(a) June 1, 2006, or in the event that the Bank and Borrower shall hereafter mutually agree in writing that the Revolving Credit Loan and the Bank's commitment hereunder shall be extended to another date, such other date mutually agreed upon between Bank and Borrower to which the Bank's commitment shall have been extended, or (b) the date as of which Borrower shall have terminated the Bank's commitment under the provisions of Section 2.5 hereof.

"Term Out Amount" means the then outstanding principal balance of the Loan due and owing the Bank under the Note, if the Bank elects not to extend the existing Maturity Date and the Borrower elects to cap the line of credit as provided in the Note.

"Total Obligations" means, as of any date, the sum (without duplication) of (a) the Indebtedness of Borrower, CBL Properties, Inc. and their respective Subsidiaries (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof); plus (b) the aggregate amount of Contingent Obligations of Borrower, CBL Properties, Inc. and their respective Subsidiaries in respect of Indebtedness (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof); plus (c) Borrower's, CBL Properties, Inc's or their respective Subsidiaries' proportionate share of Indebtedness (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof) of any Unconsolidated Affiliate, whether or not Borrower, CBL Properties, Inc. or such Subsidiary is obligated on such Indebtedness; plus (d) all other amounts which would be classified as a liability on the consolidated balance sheets of Borrower or CBL Properties, Inc., determined in each case on a Consolidated basis in accordance with GAAP, minus (e) accrued interest; provided however Total Obligations shall not include the items included in the line item "Accounts Payable and Accrued Liabilities" under the category of "Liabilities and Shareholder's Equity" in the Consolidated Balance Sheets included in CBL Properties, Inc.'s Form 10-Q or Form 10-K (or their equivalent) filed with the Securities and Exchange Commission (or any governmental authority substituted therefor).

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

"Unconsolidated Affiliate" shall mean, in respect of 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.

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

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

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

2.1 The Commitment. Subject to the terms and conditions herein set out, Bank agrees and commits to make loan advances to and issue letters of credit for the account of the Borrower, Lakeshore and Lakes Mall from time to time, from the Closing Date until the Termination Date of Revolving Credit Loan, in an aggregate principal amount not to exceed, at any one time outstanding, the lesser of (a) Eighty Million Dollars ($80,000,000.00) minus the sum, if any, applicable under the provisions of Section 2.8 hereof; or (b) the Borrower's Borrowing Base, as defined in Section 1.

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

2.3 The Note and Interest. The Revolving Credit Loan shall be evidenced by two
(2) promissory notes of the Borrower, one (1) promissory note of Lakeshore and one (1) promissory note of Lakes Mall, each payable to the order of the Bank in the aggregate principal amount of Eighty Million Dollars ($80,000,000.00), in form substantially the same as the copy of the Revolving Credit Note, the Lakeshore Note and the Lakes Mall Note, attached hereto as Exhibit "C." The entire principal amount of the Loan shall be due and payable on the Termination Date of Revolving Credit Loan. The unpaid principal balances of the Revolving Credit Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances (calculated on the basis of a year of 365 or 366 days as is appropriate) at a rate per annum as specified in the Note. Said interest shall be payable monthly on the first day of each month after the Closing Date, commencing January 1, 2005. The Bank shall mail to the Borrower a billing notice at least ten (10) days prior thereto setting forth the payment amount next due, but any failure to send such notice shall not relieve the Borrower, Lakeshore or Lakes Mall of the obligation to pay accrued interest. The final installment of interest, together with the entire outstanding principal balance of the Revolving Credit Loan, shall be due and payable on the Termination Date of Revolving Credit Loan. The first selection of the one (1) month, three (3) months, six (6) months or, if funds are available in the interbank eurodollar market, twelve (12) months LIBOR Rate shall be made by the Borrower, Lakeshore and Lakes Mall (but the rate selected by Lakeshore and Lakes Mall must always be

the same as the rate selected by the Borrower) on or prior to the date of the Note and each selection thereafter shall be made at least three (3) Business Days prior to the end of the then applicable interest rate period. Neither the Borrower, Lakeshore nor Lakes Mall may ever select a rate period which exceeds the Termination Date of the Revolving Credit Loan. In the event funding at the LIBOR Rate is not available as a matter of law, funding to the extent allowed hereunder shall be at the Base Rate minus one and one half percent (1 1/2%).

2.4 Commitment Fee/Servicing Fee. On the Closing Date, the Borrower, Lakeshore and Lakes Mall agree to pay to the Bank (in addition to the commitment fees it has previously paid) an additional commitment/extension fee of One Hundred Sixty Thousand and NO/100 Dollars ($160,000.00). In addition to the commitment/extension fee, on each November 2 hereafter, the Borrower shall pay to the Bank a servicing fee in the amount of Twenty Four Thousand and NO/100 Dollars ($24,000.00) for the Bank's services in connection with administering the Loan participation with the Participants. The servicing fee shall belong solely to the Bank and the Participants shall have no interest therein. Borrower , Lakeshore and Lakes Mall agree that the commitment fees and servicing fee are fair and reasonable considering the condition of the money market, the creditworthiness of Borrower, the interest rate to be paid, and the nature of the security for the Loan. In the event that Borrower, Lakeshore and Lakes Mall and Bank shall hereafter mutually agree to extend the term of the Bank's commitment hereunder, they may also agree at that time as to an additional commitment fee, if any, to be paid for such further commitment by the Bank, but not to exceed the maximum permitted by applicable law.

2.5 Borrowings under, Prepayments or Termination of the Revolving Credit Loan. The Borrower may, at its option, from time to time, subject to the terms and conditions hereof including Section 2.8 hereof, without penalty, borrow, repay and reborrow amounts under the Note, the Lakeshore Note and the Lakes Mall Note, and principal payments received shall be applied by the Bank to the Revolving Credit Note, the Lakeshore Note and the Lakes Mall Note all in such order and amounts as the Bank deems appropriate in its sole discretion. Neither the Borrower nor Lakeshore shall be permitted to borrow, repay and reborrow up to the principal amounts of the Lakeshore Note unless documentary stamps tax and intangibles tax, required by law to be paid, has been paid on the amounts readvanced and unless the Bank has a first in priority mortgage on the Florida property owned by Lakeshore securing the Lakeshore Note. Neither the Borrower nor Lakes Mall shall be permitted to borrow, repay and reborrow up to the principal amounts of the Lakes Mall Note unless documentary stamps tax and intangibles tax, required by law to be paid, has been paid on the amounts readvanced and unless the Bank has a first in priority mortgage on the Michigan property owned by Lakes Mall securing the Lakes Mall Note.

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

2.6 Substitution of Collateral. Upon the Bank's prior written approval, the Borrower may substitute collateral originally provided for the Revolving Credit

Loan for collateral of equal value but such substituted collateral must be acceptable to the Bank and the acceptance thereof is solely within the discretion of the Bank.

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

2.8 Cap On Loan. Notwithstanding anything contained in this Loan Agreement to the contrary, if at any time the Bank does not have a first-in-priority lien on the property described in the Lakeshore Mortgage up to the sum of Thirty One Million Dollars ($31,000,000.00) the Loan shall be capped at Forty Nine Million Dollars ($49,000,000.00).

2.9 Issuance of Letters of Credit. To the extent that letters of credit are requested by the Borrower to be issued in connection with the Loan, the Borrower agrees to execute and deliver to the Bank any documents reasonably requested by the Bank related to the issuance of the letters of credit, including but not limited to the Bank's standard form of reimbursement agreement.

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

3.1 Required Repayments. In the event that the outstanding aggregate principal balance of the Revolving Credit Loan shall at any time exceed the Borrowing Base, upon discovery of the existence of such excess borrowings, the Borrower shall, within one hundred twenty (120) days from the date of such discovery, make a principal payment which will reduce the outstanding principal balance of the Revolving Credit Loan to an amount which does not exceed the Borrowing Base and/or at Borrower's option provide the Bank with additional collateral for the Revolving Credit Loan of a value and type reasonably satisfactory to the Bank which additional collateral shall be at a minimum sufficient to secure the then outstanding balance of the Loan (after credit for any principal reduction payment received from Borrower, if any), and if Borrower intends to request additional advances under the Loan, the additional collateral shall include collateral, deemed sufficient in the Bank's discretion, to secure the Eighty Million Dollars ($80,000,000.00) credit line limitation, thereafter permitting Borrower to obtain additional advances in the manner and to the extent provided under the terms of this Loan Agreement.

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

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

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

SECTION 4: CONDITIONS OF LENDING

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

(a) This Loan Agreement.

(b) The Note, the Lakeshore Note and the Lakes Mall Note.

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

(d) Current financial statements of the Borrower in form satisfactory to the Bank to be held by the Bank in strict confidence.

(e) Certified copy of Borrower's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously received.

(f) Certified corporate resolutions of Borrower's general partner, and certificate(s) of existence for Borrower's general partner from the state of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partner.

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

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

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

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

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

(l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan.

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

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

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

(b) The Borrower and all Related Entities shall not be in default of any of the terms and provisions hereof or of any instrument or document now or at any time hereafter evidencing or securing all or any part of the Revolving Credit Loan indebtednesses. Each of the Warranties and Representations of the Borrower, Lakeshore and Lakes Mall, as set out in Section 5 hereof shall remain true and correct in all material respects as of the date of such Loan advance.

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

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

SECTION 5: REPRESENTATIONS AND WARRANTIES

Borrower, Lakeshore and Lakes Mall represent and warrant that:

5.1 Partnership/Limited Liability Company Status. The Borrower is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; it has the power and authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction

wherein such qualification is necessary. Lakeshore is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Florida; 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. Lakeshore is a wholly owned subsidiary of the Borrower. Lakes Mall is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan; it has the authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. Lakes Mall is a ninety percent (90%) owned subsidiary of the Borrower.

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

5.3 Financial Condition.

(a) (i) The Borrower's Consolidated balance sheets (which includes Lakeshore and Lakes Mall) for the fiscal year ended as of December 31, 2003, and the related Consolidated statements of operations and Consolidated statements of cash flows for the year then ended filed with the SEC in the Forms 10-Q and 10-K, and (ii) the unaudited interim Consolidated balance sheet of Borrower, Lakeshore and Lakes Mall for September 30, 2004 and the related Consolidated statements of operations and Consolidated statements of cash flows for the period then ended, a copy of each of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Borrower, Lakeshore and Lakes Mall as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(b) Since September 30, 2004, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Borrower, Lakeshore and/or Lakes Mall.

(c) (i) The audited balance sheet of CBL Properties, Inc. for the fiscal year ended on December 31, 2003, the unaudited balance sheet of CBL Properties, Inc. for the period ended September 30, 2004, and the related statements of

operations and of cash flows for the year ended 2003 and the period ended September 30, 2004, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of CBL Properties, Inc. as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(d) Since September 30, 2004, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of CBL Properties, Inc.

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

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

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

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

5.7 Contracts or Restrictions. In Borrower's, Lakeshore's and Lakes Mall's opinions, Borrower, Lakeshore, Lakes Mall and the Related Entities are not a party to any agreement or instrument or subject to any partnership agreement or limited liability company or corporate restrictions adversely affecting its business, properties or assets, operations or condition (financial or otherwise) other than this Loan Agreement, other bank loan or property partnership agreements that contain certain restrictive covenants or other agreements entered into in the ordinary course of business.

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

Paragraph 8.2 (which excludes non-recourse debt) below shall not be deemed material defaults.

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

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

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

5.12 Ownership of Borrower. As of the date hereof, CBL Holdings I owns an approximate 1.68% general partner interest in the Borrower and CBL Holdings II owns a 52.3% limited partner interest in the Borrower. As of the date hereof, CBL Properties, Inc. 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 its affiliates, officers and key employees own an approximate 15.68% limited partner interest in the Borrower. As of the date hereof, CBL Management, Inc. owns no interest in the Borrower. As of the date hereof, Richard E. Jacobs Group, Inc. owns an approximate 21.41% limited partner interest in the Borrower and other investors own an approximate 8.93% limited partner interest in the Borrower The Borrower has no other general partners. As of the date hereof the Borrower and its Affiliates own 100% of the partnership interests in Lakeshore and Towne Mall and 90% of the limited liability company interests of Lakes Mall.

5.13 Outstanding Balance on Lakeshore Note. As of the date hereof, the outstanding unpaid principal balance of the Lakeshore Note is $20,400,000.00 and the undisbursed amount of the Lakeshore Note is $-0- and no defenses or offsets exist against the holder of the Lakeshore Note or otherwise.

5.14 Outstanding Balance on Lakes Mall Note. As of the date hereof, the outstanding unpaid principal balance of the Lakes Mall Note is $31,987,082.34 and the undisbursed amount of the Lakes Mall Note is $-0- and no defenses or offsets exist against the holder of the Lakes Mall Note or otherwise.

SECTION 6: AFFIRMATIVE COVENANTS OF BORROWER, LAKESHORE AND LAKES MALL

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

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

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

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

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

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

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

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

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

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

6.5 Financial Reports and Other Data. Furnish to the Bank as soon as available:
(a) and in any event within ninety (90) days after the end of each fiscal year of Borrower, an unqualified audit as of the close of such fiscal year of Borrower, including a Consolidated balance sheet and Consolidated statements of operations and Consolidated statements of cash flows together with the unqualified audit report and opinion of Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Bank, showing the financial condition of Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, (i) Consolidated financial statements

similar to those described above for Borrower and for CBL Properties, Inc., not audited but certified by the Chief Executive Officer and the Chief Financial Officer or Controller of Borrower and CBL Properties, Inc., as the case may be, such balance sheets to be as of the end of such quarter and such Consolidated statements of operations and Consolidated statements of cash flows to be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and year-end adjustment and the preparation of required footnotes; and (ii) a Non-Default Certificate in the form prescribed on Exhibit "E" attached hereto and made a part hereof; and, (c) within forty-five (45) days after the end of each fiscal quarter, rent rolls and operating statements related to the properties described in the CBL Mortgage; and, (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial calculation provided for in this Loan Agreement, certification, in a form acceptable to Bank, of the purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and CBL Properties, Inc., as the case may be, such rent roll and statement of income and expense to be for the twelve (12) month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of such quarter, as the case may be.

6.6 Additional Information. Furnish such other information regarding the operations, business affairs and financial condition of the Borrower and all Related Entities as Bank may reasonably request, including but not limited to written confirmation of requests for loan advances, true and exact copies of its books of account and tax returns, and all information furnished to the owners of its partnership interests, or any governmental authority, and permit the copying of the same and Bank agrees that all such information shall be maintained in strict confidence. Provided, however, the Borrower, Lakeshore and Lakes Mall shall not be required to divulge the terms of other financing arrangements with other lending institutions if and to the extent Borrower, Lakeshore and/or Lakes Mall is prohibited by contractual agreement with such lending institutions from disclosing such information with the exception that Borrower, Lakeshore and Lakes Mall shall promptly notify Bank in writing of all defaults, if any, which exist beyond any applicable cure periods and the nature thereof, which occur in connection with such financing arrangements and which defaults or defaults would constitute an Event of Default hereunder. Borrower, Lakeshore and Lakes Mall shall not enter into any such contractual arrangement whereby the Borrower or Lakeshore or Lakes Mall is prohibited from disclosing such financial arrangements, without providing Bank with written notice of the nature of such prohibitions. In addition, Borrower, Lakeshore and Lakes Mall shall not enter into any such arrangement while any Event of Default hereunder exists beyond any applicable cure periods.

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

6.8 Environmental Laws. Maintain at all times all property described in the CBL Mortgage in compliance with all applicable Environmental Laws, and immediately

notify the Bank of any notice, action, lien or other similar action alleging either the location of any Hazardous Substances or the violation of any Environmental Laws with respect to any of such properties.

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

6.10 Minimum Net Worth. Borrower shall not permit Net Worth at any time to be less than an amount equal to $1,279,508,000 plus ninety percent (90%) of the net proceeds or value (whether cash, property or otherwise) received by CBL Properties, Inc. or Borrower from any issuance after the effective date of this Loan Agreement of any shares of Capital Stock of CBL Properties, Inc., any operating partnership units of Borrower or any shares of Capital Stock or other equity interest in any Subsidiary of Borrower.

6.11 Total Obligations to Capitalized Value. Maintain at all times (except as herein permitted) beginning on the Closing Date, a ratio of Total Obligations to Capitalized Value of not more than .65 to 1.00; provided however, as of the end of the Borrower's second (2nd) and fourth (4th) fiscal quarters, the Bank, in its sole discretion and consistent with trends in the real estate market, may adjust the Capitalized Value cap rates of 9.75% for Non- Mall Projects and 8.25% for Mall Projects. If the cap rate is adjusted by the Bank, the Borrower shall not be deemed out of compliance with any covenants affected by the adjustment until the end of the quarter following the effective date of the adjustment.

6.12 Appraisals. Deliver to the Bank upon the Bank's request, but no more frequently than once per every eighteen (18) month period, reappraisals of the property or properties described in the CBL Mortgage.

6.13 Interest Coverage Ratio. Borrower shall not permit, as of the last day of any fiscal quarter, the Interest Coverage Ratio to be less than 1.75 to 1.00.

6.14 Debt Coverage Ratio. Borrower shall not permit, as of the last day of any fiscal quarter of Borrower, the Debt Coverage Ratio to be less than 1.55 to 1.00.

6.15 Agreements regarding Lakeshore Note and Lakeshore Mortgage. So long as no Event of Default then exists or with notice or lapse of time would exist, upon the request of the Borrower, but in the Bank's discretion, the Bank shall sell to the Borrower and/or the Borrower's designated subsidiary, the Lakeshore Note and/or the Lakeshore Mortgage for the balance due under the Lakeshore Note plus accrued interest.

6.16 Agreements regarding Lakes Mall Note and Lakes Mall Mortgage. So long as no Event of Default then exists or with notice or lapse of time would exist, upon the request of the Borrower, but in the Bank's discretion, the Bank shall sell to the Borrower and/or the Borrower's designated subsidiary, the Lakes Mall Note and/or the Lakes Mall Mortgage for the balance due under the Lakes Mall Note plus accrued interest.

6.17 Notice of Event of Default. As soon as practicable, and in any event within two (2) Business Days after a senior officer of Borrower or any Subsidiary becomes aware of the existence of any condition or event which constitutes a default or Event of Default, the Borrower shall provide telephonic notice to the Bank specifying the nature and period of existence thereof, and, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto.

SECTION 7: NEGATIVE COVENANTS OF BORROWER, LAKESHORE AND LAKES MALL

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

7.1 Indebtedness. Incur, create, assume or permit to exist any indebtedness or liability, secured by any of the properties described in the CBL Mortgage, except, with respect to the Borrower only, for indebtedness, which is subordinate in all respects to the indebtedness evidenced by the Note, the Lakeshore Note and the Lakes Mall Note 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.

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

(a) Liens in favor of the Bank securing payment of the Note and/or the Lakeshore Note and/or the Lakes Mall Note;

(b) Existing liens securing indebtednesses permitted under Section 7.1 above;

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

(d) Liens securing indebtedness permitted under Section 7.1 above.

7.3 Sale of Assets. Sell, lease, convert, transfer or dispose of (other than in the normal course of business) all or a substantial part of its assets for less than book value or for less than fair market value, or, sell, lease, convert, transfer or dispose of all or a substantial part of its assets, without the Bank's prior written consent, if GAAP book value or fair market value exceeds 20% of the GAAP book value of all of its assets at that time. In other words, the Borrower may sell its assets without the Bank's consent so long as such sale is not more than 20% of the book value of all of its assets.

7.4 Consolidation or Merger; Acquisition of Assets. Enter into any transaction of merger or consolidation, acquire any other business or corporation, or

acquire all or substantially all of the property or assets of any other Person unless the Borrower and/or its general partner shall be the surviving entities.

7.5 Partnership Distributions and Other Payments. Except as hereinafter provided, declare or pay, or set apart any funds for the payment of, any distributions on any partnership, limited liability or corporate interest in Borrower or any Related Entity or apply any of its funds, properties, or assets to or set apart any funds, properties or assets for, the purchase or other retirement of or make any other distribution (whether by reduction of capital or otherwise) in respect of, any partnership, limited liability or corporate interest in Borrower or any Related Entity; or without the consent of Bank, pay any fee or other compensation of any nature to or for the benefit of CBL & Associates, Inc., CBL Holdings, and/or CBL Properties, Inc. and/or their affiliates, officers or key employees (the "Distributees"). Notwithstanding anything stated in the foregoing to the contrary, (a) Borrower may pay to such Distributees and its other partners quarterly distributions so long as such distributions do not exceed in the aggregate 95% of Funds from Operations and
(b) Borrower may pay any fee or other reasonable compensation of any nature to or for the benefit of (i) CBL Management, Inc., or (ii) any other Distributee, which payment has been made in the ordinary course of business and approved by the independent directors of CBL Holdings. Borrower may make a distribution from Loan proceeds but only once during any rolling twelve (12) month period and provided Borrower is not in default hereunder and such distribution will not create a default hereunder.

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

7.7 Limitations on Floating Rate Indebtedness. Incur, assume or suffer to exist any outstanding indebtedness bearing interest at a variable rate that fluctuates during the scheduled life of such indebtedness (other than indebtedness under Reserved Construction Loans, as that term is defined hereinafter) in an aggregate principal amount in excess of twenty five percent (25%) of Borrower's Capitalized Value (Total) at any one time outstanding unless Borrower has obtained an interest rate swap, cap or collar agreement or similar arrangement with a recognized investment grade financial institution which prevents the all-in effective interest rate payable by Borrower with respect to the principal amount of such indebtedness in excess of twenty five percent (25%) of Borrower's Capitalized Value (Total) (including base rate, applicable margin and reserve and similar costs) from increasing above the rate set forth below with respect to such indebtedness:

Principal Amount in
Excess of twenty five percent
(25%) of Borrower's Capitalized Value (Total)              Interest Rate
---------------------------------------------              -------------

        Less than or equal
        to $50,000,000.00                                       8.5%
        Greater than
        $50,000,000.00 and
        less than or equal
        to $100,000,000.00                                      8.0%
        Greater than
        $100,000,000.00 and
        less than or equal
        to $150,000,000.00                                      7.5%
        Greater than
        $150,000,000.00                                         7.0%

For purposes of this Loan Agreement, "Reserved Construction Loan" shall mean a construction loan extended to Borrower or to a subsidiary of Borrower or to any Related Entity for the construction of a project in respect to which (a) neither any monetary or material non-monetary default nor any event of default exists; (b) interest on such loan has been accurately budgeted at the time the interest reserve account is established; (c) the amount of such budgeted interest has been (i) included in the principal amount of such loan and (ii) segregated into an interest reserve account (which shall include any arrangement whereby loan proceeds equal to such budgeted interest are reserved and only disbursed to make interest payments with respect to such loan until the project opens); (d) absent an event of default or a monetary or material non-monetary default, such interest can be paid out of such interest reserve account only for the purpose of making interest payments on such loan until the project opens;
(e) the amount held in such interest reserve account with respect to such loan, together with the net income, if any, from such project projected by the Bank in its reasonable judgment, will be sufficient, as reasonably determined by the Bank from time to time, to pay all interest expense on such loan until the date that the earnings before income, taxes, depreciation and amortization of the project being financed by such loan is anticipated to be sufficient to pay all interest expense on such loan; and (f) Borrower has delivered all certificates required by this Loan Agreement.

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

(a) Bank, if any Participant fails or refuses to fund for the account of Borrower, Lakeshore and/or Lakes Mall or to Bank for the benefit of Borrower, Lakeshore and/or Lakes Mall, such Participant's respective Proportionate Share and such failure or refusal has not been caused by Bank's breach of this Loan Agreement; or

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

(c) any Participant, if Bank fails or refuses to fund for the account of Borrower, Lakeshore and/or Lakes Mall Bank's Proportionate Share and such failure has not been caused by such Participant's breach of this Loan Agreement or the Participation Agreement. Borrower's, Lakeshore's and Lake Mall's cause of action under this Loan Agreement, if any, for failure to fund being directly against the lender which fails or refuses to fund, and then only if such failure or refusal to fund would constitute a breach of this Loan Agreement.

7.9 Investment Concentration.

(a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net Worth:

(i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net Worth;

(ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard, Chattanooga, Tennessee and a small office building located at Richland Mall in Waco, Texas) exceeds ten percent (10%) of Net Worth;

(iii)Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth;

(iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k;

(v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (i) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (ii) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth.

(b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.

SECTION 8: EVENTS OF DEFAULT

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

8.1 Payment of Principal, Interest to Bank. The Borrower, Lakeshore and/or Lakes Mall defaults in the payment as and when due of principal or interest on any Note, the Lakeshore Note or the Lakes Mall Note or any fees due under this Loan Agreement which default shall continue for more than ten (10) days following mailing of notice from Bank to Borrower, Lakeshore and/or Lakes Mall thereof; or the Borrower, Lakeshore and/or Lakes Mall defaults in the payment when due of any other recourse indebtednesses, liabilities, or obligations to the Bank beyond the expiration of any applicable notice and cure period, whether now existing or hereafter created or arising; direct or indirect, absolute or contingent; or

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

8.3 Performance of Obligations to Bank. The Borrower, Lakeshore, Lakes Mall or any Related Entity defaults with respect to the performance of any non-monetary obligation incurred in connection with the Loan and such default continues for more than thirty (30) days following mailing of notice thereof from Bank to Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, or, if such default is incapable of cure within such thirty (30) day period, Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, fails to diligently, continuously and in good faith pursue such cure to completion; or the Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as

the case may be, defaults with respect to the performance of any other non-monetary obligation incurred in connection with any recourse indebtedness for borrowed money owed to the Bank an such default continues for more thirty
(30) days following mailing of notice thereof from Bank to Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, or, if such default is incapable of cure within such thirty (30) day period, Borrower, Lakeshore, Lakes Mall and/or the Related Entity fails to diligently, continuously and in good faith pursue such cure to completion; or

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

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

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

8.7 Concealment of Property, Etc. The Borrower, Lakeshore, Lakes Mall, any Related Entity, or CBL Holdings or CBL Properties, Inc. shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its or his creditors or any of them, or made or suffered a transfer of any of its property which shall constitute a fraudulent act under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall

have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof; or

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

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

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

8.11 Covenants. The Borrower or any Related Entity defaults in the performance or observance of any covenant, agreement or undertaking on its part to be performed or observed, contained herein, in the CBL Mortgage or in any other instrument or document which now or hereafter evidences or secures all or any part of the loan indebtedness which default shall continue for more than thirty
(30) days following the mailing of notice from Bank to Borrower, Lakeshore, Lakes Mall and/or such Related Entity, as the case may be; or

8.12 Breach of Section 7.8 of this Loan Agreement. The Borrower, Lakeshore and/or Lakes Mall shall fail to observe or perform its obligations to the Bank, and/or any Participant under Section 7.8 of this Loan Agreement; or

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

8.14 Remedy. Upon the occurrence of any Event of Default, as specified herein, the Bank shall, at its option, be relieved of any obligation to make further Revolving Credit Advances under this Loan Agreement; and the Bank may at its option charge interest on the outstanding indebtedness at the Default Rate; and the Bank may, at its option, thereupon declare the entire unpaid principal balances of the Note, the Lakeshore Note, and the Lakes Mall Note, all interest

accrued and unpaid thereon and all other amounts payable under this Loan Agreement to be immediately due and payable for all purposes, and may exercise all rights and remedies available to it under the CBL Mortgage, any other instrument or document which secures the Note, the Lakeshore Note and/or the Lakes Mall Note, or available at law or in equity. All such rights and remedies are cumulative and nonexclusive, and may be exercised by the Bank concurrently or sequentially, in such order as the Bank may choose.

SECTION 9: MISCELLANEOUS

9.1 Amendments. The provisions of this Loan Agreement, the Note, the Lakeshore Note, the Lakes Mall 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.

9.2 Notices. All notices and other communications provided for hereunder shall be in writing and shall be mailed, certified mail, return receipt requested, or delivered, if to the Borrower, Lakeshore and/or Lakes Mall, to it at c/o CBL & Associates Properties, Inc., CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000, Attention: President, with a copy to Charles Willett, Jr.; if to the Bank, to it at 701 Market Street, Chattanooga, Tennessee 37402, Attention: Gregory L. Cullum; or as to any such person at such other address as shall be designated by such person in a written notice to the other parties hereto complying as to delivery with the terms of this Section 9.2. All such notices and other communications shall be effective
(i) if mailed, when received or three (3) Business Days after mailing, whichever is earlier; or (ii) if delivered, upon delivery and receipt of an executed acknowledgment of receipt by the party to whom delivery is made. Notwithstanding the foregoing, the Bank shall not be required to send a copy of any notice or communication to Charles Willett, Jr. but the Bank will use good faith efforts to copy Charles Willett, Jr. on any such notices or communications via regular mail, fax or email.

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

9.4 Indemnification. Borrower, Lakeshore and Lakes Mall agree to indemnify Bank from and against any and all claims, losses and liabilities, including, without limitation, reasonable attorneys' fees, growing out of or resulting from this Loan Agreement (including, without limitation, enforcement of this Loan Agreement), except claims, losses or liabilities resulting solely and directly from Bank's gross negligence or willful misconduct or from Bank's violation of applicable banking rules and regulations. The indemnification provided for in this Section shall survive the payment in full of the loan. The Borrower agrees to indemnify the Bank and the Participants and to hold the Bank and the

Participants harmless from any loss or expense that such Bank or the Participants may sustain or incur as a consequence of a default by the Borrower in making any prepayment of or conversion from an advance bearing interest at the LIBOR Rate after the Borrower has given a notice thereof in accordance with the provisions of this Loan Agreement.

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

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

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

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

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

9.10 Interest Limitations.

(a) The Loan and the Note, the Lakeshore Note and the Lakes Mall Note 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 the Note, the Lakeshore Note or the Lakes Mall Note.

(b) It is the intention of the Bank, the Borrower, Lakeshore and the Lakes Mall to comply strictly with applicable usury laws; and, accordingly, in no event and upon no contingency shall the Bank ever be entitled to receive, collect, or apply as interest any interest, fees, charges or other payments equivalent to interest, in excess of the maximum rate which the Bank may lawfully charge under applicable statutes and laws from time to time in effect; and in the event that the holder of the Note ever receives, collects, or applies as interest any such excess, such amount which, but for this provision, would be excessive interest, shall be applied to the reduction of the principal amount of the indebtedness thereby evidenced; and if the principal amount of the

indebtedness evidenced thereby, and all lawful interest thereon, is paid in full, any remaining excess shall forthwith be paid to the Borrower, Lakeshore and/or Lakes Mall or other party lawfully entitled thereto. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest rate which Bank may lawfully charge under applicable law from time to time in effect, the Borrower, Lakeshore and/or Lakes Mall and the Bank shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as a reasonable loan charge, rather than as interest. Any provision hereof, or of any other agreement between the Bank and the Borrower, Lakeshore and/or Lakes Mall, that operates to bind, obligate, or compel the Borrower to pay interest in excess of such maximum rate shall be construed to require the payment of the maximum rate only. The provisions of this paragraph shall be given precedence over any other provision contained herein or in any other agreement between the Bank and the Borrower, Lakeshore and/or Lakes Mall that is in conflict with the provisions of this paragraph.

The Note, the Lakeshore Note and the Lakes Mall Note shall be governed and construed according to the statutes and laws of the State of Tennessee from time to time in effect, except to the extent that Section 85 of Title 12 of the United States Code (or other applicable federal statue) may permit the charging of a higher rate of interest than applicable state law, in which event such applicable federal statute, as amended and supplemented from time to time shall govern and control the maximum rate of interest permitted to be charged hereunder; it being intended that, as to the maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether state or federal, from time to time in effect, which permit the charging of a higher rate of interest, shall govern and control; provided, always, however, that in no event and under no circumstances shall the Borrower, Lakeshore and/or Lakes Mall be liable for the payment of interest in excess of the maximum rate permitted by such applicable law, from time to time in effect.

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

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

(a) The specific Termination Date of Revolving Credit Loan mentioned in Article One may be extended for additional periods of one (1) year. On each June 1 hereafter, so long as the Loan remains unpaid, Bank shall review the performance of the Loan. If the Bank deems performance of the Loan acceptable, it will renew the Loan for one (1) year from the then existing Termination Date of Revolving Credit Loan. If the Bank renews the Loan at anytime or from time to time prior to June 1, 2005, the Bank and the Borrower, Lakeshore and Lakes Mall agree the Loan shall be renewed with covenants as contained in Sections 6.11, 6.13 and 6.14 of this Loan Agreement or such other covenants, terms and conditions as may be mutually agreed upon by Borrower, Lakeshore and Lakes Mall Bank and Bank. If Bank deems performance of the Loan not acceptable, Bank shall not be obligated to extend the Termination Date of Revolving Credit Loan; however, the Borrower, Lakeshore and Lakes Mall shall then have the right to repay the Loan pursuant to the repayment provisions contained in the Note, the

Lakeshore Note and the Lakes Mall Note. Assessment of performance and the decision whether to extend the Termination Date of Revolving Credit Loan shall be solely within Bank's discretion. The Bank will not deem the performance of the Loan acceptable unless and until the Borrower provides to the Bank, among other things, updated title commitments with respect to all properties covered by any CBL Mortgage, which title commitments must be in form and substance acceptable to the Bank and must contain no exceptions unacceptable to the Bank. Bank shall notify Borrower of the results of its review of the Loan no later than eleven (11) months prior to the then effective Termination Date of the Revolving Credit Loan. If Bank elects not to renew the Loan, Bank shall not perform or cause to be performed, except at Bank's expense unless an Event of Default has occurred, any inspections, appraisals, surveys or similar items between: (a) the date notice thereof is given Borrower or the Termination Date, whichever first occurs, and (b) the date the Note, the Lakeshore Note and the Lakes Mall Note are repaid as provided herein.

(b) Upon the specific Termination Date of Revolving Credit Loan so fixed in Article One, or in the event of the extension of this Loan Agreement to a subsequent Termination Date (when no effective extension is in force), the Revolving Credit Loan and all other extensions of credit (unless sooner declared to be due and payable by the Bank pursuant to the provisions hereof), and subject to Borrower's election as set forth in subparagraph (a) above, shall become due and payable for all purposes. Until all such indebtednesses, liabilities and obligations secured by the CBL Mortgage are satisfied in full, such termination shall not affect the security interest granted to Bank pursuant to the CBL Mortgage, nor the duties, covenants, and obligations of the Borrower therein and in this Loan Agreement; and all of such duties, covenants and obligations shall remain in full force and effect until the Revolving Credit Loan and all obligations under this Loan Agreement have been fully paid and satisfied in all respects.

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

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

9.15 Compromises, Releases, Etc. Bank is hereby authorized from time to time, without notice to anyone, to make any sales, pledges, surrenders, compromises, settlements, releases, indulgences, alterations, substitutions, exchanges, changes in, modifications, or other dispositions including, without limitation, cancellations, of all or any part of the Loan indebtedness, or of any contract or instrument evidencing any thereof, or of any security or collateral therefor, and/or to take any security for or guaranties upon any of said indebtedness; and the liability of any guarantor, if any, shall not be in any manner affected, diminished, or impaired thereby, or by any lack of diligence, failure, neglect,

or omission on the part of Bank to make any demand or protest, or give any notice of dishonor or default, or to realize upon or protect any of said indebtedness or any collateral or security therefor. Bank shall have the right to apply such payments and credits first to the payment of all its expenses, including costs and reasonable attorneys' fees, then to interest due under the Note and then to principal due under the Note. Bank shall be under no obligation, at any time, to first resort to, make demand on, file a claim against, or exhaust its remedies against the Borrower, Lakeshore and/or Lakes Mall, or its property or estate, or to resort to or exhaust its remedies against any collateral, security, property, liens, or other rights whatsoever. Upon the occurrence of an Event of Default, it is expressly agreed that Bank may at any time make demand for payment on, or bring suit against, the Borrower, Lakeshore and/or Lakes Mall and any guarantor, jointly or severally and may compromise with any of them for such sums or on such terms as it may see fit, and without notice or consent, the same being hereby expressly waived.

9.16 Joinder of CBL Properties, Inc. and CBL Holdings I, Inc. CBL Properties, Inc. joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof, including Section 2.7 hereof. CBL Holdings I, Inc. joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof, including Section 2.7 hereof.

9.17 Bank's Consent. Except as otherwise expressly provided herein, in any instance hereunder where Bank's approval or consent is required or the exercise of its judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole but reasonable discretion of Bank, and Bank shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment provided that the Bank shall proceed at all times in good faith and in a commercially reasonable manner.

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

9.19 Waiver of Right to Trial By Jury. EACH PARTY TO THIS LOAN AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,

OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LOAN AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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

9.21 Participation Agreement. The Borrower, Lakeshore and Lakes Mall acknowledge that the Participation Agreement exists and that the Bank is obligated, subject to the terms and conditions hereof, to fund Eighty Million Dollars ($80,000,000.00) to the Borrower but that of that amount KeyBank National Association, Compass Bank, AmSouth Bank of Tennessee and Branch Banking and Trust Company are obligated, subject to the terms and conditions of the Participation Agreement, to fund as follows: KeyBank is to fund Seven Million Five Hundred Thousand and NO/100 Dollars ($7,500,000.00), Compass is to fund Twelve Million Five Hundred Thousand and NO/100 Dollars ($12,500,000.00), AmSouth Bank of Tennessee is to fund Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00) and Branch Banking and Trust Company is to fund Fifteen Million and NO/100 Dollars ($15,000,000.00).

(Signatures on Next Page)

IN WITNESS WHEREOF, the Borrower, Lakeshore, Lakes Mall, the Bank, CBL Holdings and CBL Properties, Inc. 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/ John N. Foy
   ------------------------------------------
     John N. Foy
Title: Vice President & Chief
       Financial Officer
      ---------------------------------------
                                     BORROWER

LAKESHORE/SEBRING LIMITED PARTNERSHIP
BY: CBL & ASSOCIATES LIMITED
PARTNERSHIP, It's sole General Partner
BY: CBL HOLDINGS I, INC.,
Its sole General Partner

By:   /s/ John N. Foy
   ------------------------------------------
     John N. Foy
Title: Vice President & Chief
       Financial Officer
      ---------------------------------------
                                    LAKESHORE

THE LAKES MALL, LLC

By: CBL & Associates Limited Partnership,
Its Managing Member
By: CBL Holdings I, Inc., its General Partner

By:   /s/ John N. Foy
   ------------------------------------------
     John N. Foy
Title: Vice President & Chief
       Financial Officer
      ---------------------------------------
                                   LAKES MALL

CBL & ASSOCIATES PROPERTIES, INC.

By:   /s/ John N. Foy
   ------------------------------------------
     John N. Foy
Title: Vice President & Chief
       Financial Officer
      ---------------------------------------
                                    GUARANTOR

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By: /s/ Gregory L. Cullum
   ------------------------------------------
    Gregory L. Cullum, Senior Vice President
                                       BANK

EXHIBIT "A"

Real property known as:

Walnut Square Mall, Dalton, Georgia
Lakeshore Mall, Sebring, Florida
Pemberton Mall, Vicksburg, Mississippi
The Lakes Mall, Fruitport, Michigan
Towne Mall, Middleton, Ohio

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

EXHIBIT "B"

PERMITTED ENCUMBRANCES

1. As described in the Mortgages.

EXHIBIT "C"

REVOLVING CREDIT NOTES, LAKESHORE NOTE AND LAKES MALL NOTE

EXHIBIT "D"

CHECKLIST FOR CLOSING

EXHIBIT "E"

NON-DEFAULT CERTIFICATE

For Fiscal Year Ended _______________, 20__. For Fiscal Quarter Ended _______________, 20__.

The undersigned, a duly authorized officer of CBL & Associates Limited Partnership, a Delaware limited partnership [referred to as "Borrower" in that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated as of December ___, 2004 between Borrower, Lakeshore, Lakes Mall and First Tennessee Bank National Association ("Bank")], certifies to said Bank, in accordance with the terms and provisions of said Loan Agreement, as follows:

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

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

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

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

(b) The Total Obligations to Portfolio Value Ratio of the Borrower is _____ to _____ as of _____________________, 20__.

(c) The Debt Coverage Ratio of the Borrower is ____ to ____ as of ______________, 20__.

(d) The Interest Coverage Ratio of the Borrower is ____ to ____ as of _____________________, 20_____.

DATED this ______ day of ______________________, 20____.

CBL & ASSOCIATES LIMITED PARTNERSHIP

BY: CBL HOLDINGS I, INC.,
Its Sole General Partner

EXHIBIT "F"

LITIGATION

Disclosure Pursuant to Paragraph 5.5

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

ENVIRONMENTAL MATTERS

Disclosure pursuant to Paragraph 5.11

None.

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

KEYBANK NATIONAL ASSOCIATION as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of December 30, 2004, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of December 30, 2004.

KEYBANK NATIONAL ASSOCIATION

By:   /s/ Michael Szuba
   -------------------------------------------------
         Michael Szuba, Assistant Vice President

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

COMPASS BANK as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of December 30, 2004, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of December 30, 2004.

COMPASS BANK

By:  /s/ C. Douglas Vibert
   ------------------------------------------
     C. Douglas Vibert, Senior Vice President

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

AMSOUTH BANK OF TENNESSEE as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of December 30, 2004 between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of December 30, 2004.

AMSOUTH BANK OF TENNESSEE

By:    /s/ Sarah A. McKenzie
   -----------------------------------------
         Sarah A. McKenzie, Vice President

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

BRANCH BANKING AND TRUST COMPANY as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of December 30, 2004, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of December 30, 2004.

BRANCH BANKING AND TRUST COMPANY

By:    /s/ Robert M. Searson
   ---------------------------------------
         Robert M. Searson
Title:   Senior Vice President

Exhibit 10.20.2

AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT ("Loan Agreement") is made as of September 12, 2003, to be effective June 30, 2003 and amends and restates in its entirety that certain Amended and Restated Loan Agreement dated as of June 30, 2002, and is by and between CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000 ("Borrower"), and LAKESHORE/SEBRING LIMITED PARTNERSHIP, a Florida limited partnership, whose address is the same as the Borrower's described above ("Lakeshore") and THE LAKES MALL, LLC, a Michigan limited liability company whose address is the same as the Borrower's described above ("Lakes Mall"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the statutes of the United States of America, with a principal office at 701 Market Street, Chattanooga, Tennessee 37402 (hereinafter referred to as the "Bank").

Recitals of Fact

Borrower has requested that the Bank commit to make loans and advances to it, and to Lakeshore and to Lakes Mall, for the benefit of Borrower, on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of Eighty Million Dollars ($80,000,000.00) for the purpose of providing working capital for pre-development expenses, development costs, equity investments, repayment of existing indebtedness, certain distributions to limited partners (as allowed herein), letters of credit and construction and for general corporate purposes. The Bank has agreed to make certain portions of such loans and advances on the terms and conditions herein set forth. KeyBank National Association, Compass Bank and Amsouth Bank of Tennessee, all as participants in the Loan have previously agreed to make certain portions of such loan and advances on the terms and conditions previously set forth and now on the terms and conditions herein set forth.

This Loan Agreement is currently being amended to: (a) change the Net Worth covenant; (b) change the Adjusted Loan Amount definition (c) extend the maturity date of the Loan to June 1, 2005; (d) to cause the release of certain collateral; and (e) to cause the acquisition of certain additional collateral (The Lakes Mall in Michigan and the Towne Mall in Ohio).

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

AGREEMENTS

SECTION 1: DEFINITIONS AND ACCOUNTING TERMS

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

"Adjusted Loan Amount" means 100% of the combined Net Operating Income from the properties described in the CBL Mortgage (except the CBL Mortgage on The Lakes Mall which shall be included at 90% of the Net Operating Income) as of each July 1, January 1, April 1 and October 1, as the case may be, based upon

the then immediately preceding twelve (12) month period, divided by 1.25 with the resulting figure being further divided by the applicable mortgage constant of .1042.

"Affiliate" means as to any Person, any other Person which, directly or indirectly, owns or controls, on an aggregate basis including all beneficial ownership and ownership or control as a trustee, guardian or other fiduciary, at least ten percent (10%) of the outstanding shares of Capital Stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other governing body (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have contingency) of such Person or at least ten percent (10%) of the partnership or other ownership interest of such Person; or which controls, is controlled by or is under common control with such Person. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, a pension fund, university or other endowment funds, mutual fund investment company or similar fund having a passive investment intent owning such a ten percent (10%) or greater interest in a Person shall not be deemed an Affiliate of such Person unless such pension, mutual, endowment or similar fund either (i) owns fifty percent (50%) or more of the Capital Stock or other ownership interest in such Person, or (ii) has the right or power to select one or more members of such Person's board of directors or other governing body.

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

"Bank's Proportionate Share" means the Bank's undivided participating interest in the Loan which shall be equal to Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00).

"Base Rate" means the base commercial rate of interest established from time to time by Bank. The Base Rate existing as of the date hereof is four percent (4.00%) per annum.

"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 be calculated each July 1, January 1, April 1 and October 1. The Borrowing Base will be an amount not to exceed the Borrower's Adjusted Loan Amount or $80,000,000.00 whichever is less.

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

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

"Capitalized Value" and "Capitalized Value (Total)" shall mean the total of (a), (b) and (c):

(a) with respect to Non-Mall Projects, an amount, calculated as of any period, equal to the quotient of (i) the sum of (A) Borrower's Funds From Operations during the most recent quarter end (not including Funds from Operations from Mall Projects), minus (B) Net Operating Income (loss) from any Newly Acquired Property acquired during the quarter (not including Mall Projects), minus (C) preferred dividends paid by Borrower, plus (D) the Interest Expense (not including Interest Expense from Mall Projects) used in calculating Borrower's Funds From Operations pursuant to clause (A) above (all annualized) and (ii) 9.75%.

(b) with respect to Mall Projects, an amount, calculated as of any period, equal to the quotient of (i) the sum of (A) Borrower's Funds From Operations during the most recent quarter end (from Mall Projects only), minus (B) Net Operating Income (loss) from any Newly Acquired Property acquired during the quarter (from Mall Projects only), plus (C) the Interest Expense (from Mall Projects only) used in calculating Borrower's Funds From Operations pursuant to clause (A) above (all annualized) and (ii) 8.625%.

(c) plus for that period the book value of any Newly Acquired Property acquired during the quarter, evidenced by the supporting financial information to be furnished by the Borrower pursuant to Section 6.5(d) hereof.

"CBL Holdings I" means CBL Holdings I, Inc., a Delaware corporation and the sole general partner of Borrower.

"CBL Holdings II" means CBL Holdings II, Inc., a Delaware corporation and a limited partner of Borrower.

"CBL Management, Inc." means CBL & Associates Management, Inc., a Delaware corporation.

"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, Lakeshore/Sebring Limited Partnership, Vicksburg Mall Associates, Ltd., The Lakes Mall, LLC and Towne Mall and/or any other entity related to or owned by Borrower and/or CBL & Associates Properties, Inc. and/or CBL Holdings I, Inc. in favor of Bank covering their interest in the properties described in Exhibit "A," attached hereto and made a part hereof.

"CBL Properties, Inc." 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.

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

"Consolidated" means, as to any calculation hereunder, that such calculation shall be made on a consolidated basis for Borrower, CBL Holdings,

CBL Properties, Inc. and CBL Management, Inc., with each such calculation being made, (a) in respect of Borrower, on a consolidated basis for Borrower and its Subsidiaries, (b) in respect of CBL Holdings, on a consolidated basis for CBL Holdings and its Subsidiaries, (c) in respect of CBL Properties, Inc., on a consolidated basis for CBL Properties, Inc. and its Subsidiaries, and (d) in respect of CBL Management, Inc., on a consolidated basis for CBL Management, Inc. and its Subsidiaries.

"Contingent Obligations" means, for any Person, any material commitment, undertaking, Guarantee or material obligation constituting a continuing liability under GAAP, but only to the extent the same are required to be reflected on such Persons' audited financial statements.

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

"Debt Coverage Ratio" shall mean, as of any date the same is calculated, the ratio of (a) EBITDA for the fiscal quarter ending on or most recently ended prior to such date to (b) Debt Service during such fiscal quarter, in each case calculated on a Consolidated basis in accordance with GAAP.

"Debt Service" means, for any period, on a consolidated basis, with respect to Borrower, CBL Properties, Inc., and their respective Subsidiaries for any period, the sum of (a) Interest Expense of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (b) regularly scheduled principal payments on consolidated Indebtedness of Borrower, CBL Properties, Inc. and their respective Subsidiaries during such period. For purposes of this definition, unscheduled voluntary principal payments, voluntary prepayments and final balloon payments are excluded from determining regularly scheduled principal payments. For purposes of this definition, a voluntary prepayment of Indebtedness shall not constitute a regularly scheduled principal payment even if, under the terms of the agreement governing such Indebtedness, the notice of prepayment has the effect of causing the amount of the prepayment to become due and payable on the date set for such notice of such prepayment.

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

"EBITDA" means, for any period, the sum of (i) consolidated Net Income of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (ii) depreciation and amortization expense for consolidated Property of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (iii) depreciation and amortization expense related to the earnings of Unconsolidated Affiliates of Borrower, CBL Properties, Inc. and their respective Subsidiaries, plus (iv) Interest Expense for consolidated Property of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (vi) Interest Expense related to the earnings of Unconsolidated Affiliates of Borrower, CBL Properties, Inc. and their respective Subsidiaries, plus (vi) earnings attributable to any minority ownership interest in the operating partnership, i.e., the Borrower, plus (vii) loss on extinguishment of debt, or minus gain on extinguishment of debt, plus (viii) income tax expense in respect of such period, plus (ix) extraordinary losses (and any unusual losses arising in or outside the ordinary course of business of

Borrower, CBL Properties, Inc. and their respective Subsidiaries not included in extraordinary losses determined in accordance with GAAP that have been reflected in the determination of Net Income) for such period, or minus extraordinary gains of Borrower, CBL Properties, Inc. and their respective Subsidiaries (and any unusual gains arising in or outside the ordinary course of business of Borrower, CBL Properties, Inc. or such respective Subsidiaries not included in extraordinary gains determined in accordance with GAAP that have been reflected in the determination of Net Income) for such period, plus (x) expenses (not to exceed $1,000,000.00) related to write-off of development costs concerning abandoned projects, determined in each case on a Consolidated basis in accordance with GAAP. Notwithstanding any language above to the contrary, all determinations of EBITDA shall be made without duplication and all calculations relative to unconsolidated properties or affiliates shall only include Borrower's, CBL Properties, Inc.'s and their respective Subsidiaries' pro rata portion thereof.

"Effective Date," which definition is used and only applies within
Section 7.9 hereof, means the date the Credit Agreement became effective in accordance with Section 4.1 thereof.

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

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

"Funds from Operations" means, as to any period, on a consolidated basis, an amount equal to (a) income (loss) from operations of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (b) depreciation and amortization from consolidated and unconsolidated property, plus depreciation and amortization from property included in discontinued operation, plus (c) to the extent not included in clause (a) above, gain (loss) on the sales of outparcels made in the ordinary course of business, minus (d) Minority investors share of depreciation and amortization of certain property, minus (e) Minority investors share of income from certain property, minus (f) depreciation and amortization from non-real estate property, plus (g) income from operations of Unconsolidated Affiliates and discontinued operations determined in each case in accordance with GAAP. Adjustments for Unconsolidated Affiliates will be calculated to reflect funds from operations on the same basis.
"GAAP" shall mean generally accepted accounting principles applied on a basis consistent with those which are to be used in making the calculations for purposes of determining compliance with this Loan Agreement. All calculations made for the purposes of determining compliance with this Loan Agreement shall (except as may be otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in preparation of the annual and quarterly financial statements of CBL Properties, Inc. furnished to the SEC.

"Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of

the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (ii) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against losses in respect thereof (in whole or in part), provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

"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" shall mean, as applied to any Person at any time, without duplication (a) all indebtedness, obligations or other liabilities of such Person (i) for borrowed money or evidenced by debt securities, debentures, acceptances, notes or other similar instruments, and any accrued interest, fees and charges relating thereto; (ii) with respect to letters of credit issued for such Person's account; (iii) under agreements for the prospective purchase or repurchase of assets other than obligations arising under unexercised option agreements; (iv) to make future investments in any Person; (v) to pay the deferred purchase price of property or services previously purchased or rendered, except unsecured trade accounts payable and accrued expenses required to be capitalized in accordance with GAAP; (b) all indebtedness, obligations or other liabilities of such Person or others secured by a Lien on any asset of such Person, whether or not such Person is otherwise obligated on such indebtedness, obligations or liabilities or such indebtedness, obligations or liabilities are assumed by such Person, all as of such time; (c) all indebtedness, obligations or other liabilities of such Person in respect of any foreign exchange contract or any interest rate swap, cap or collar agreement or similar arrangement, net of liabilities owed to such Person by the counterparties thereon; (d) all shares of Capital Stock or equivalent ownership interest subject (upon the occurrence of any contingency or otherwise) to mandatory redemption prior to the date the Loan is scheduled to be repaid in full; (e) obligations of others to the extent Guaranteed by such Person or to the extent such Person is otherwise liable on a recourse basis; and (f) such Person's pro rata share of non-recourse Indebtedness of a partnership in which such Person is a partner (it being understood that the remaining portion of such non-recourse partnership Indebtedness shall not constitute Indebtedness of such Person).

"Interest Coverage Ratio" means, as of any date the same is calculated, the ratio of (a) EBITDA for the fiscal quarter ending on or most recently ended prior to such date to (b) Interest Expense for such fiscal quarter, determined in each case on a Consolidated basis in accordance with GAAP.

"Interest Expense" means, for any Person for any period, total interest expense on Indebtedness of such Person, whether paid or accrued, but without duplication (including the interest component of capital leases), including, without limitation, (a) all commissions, discounts and other fees and charges owed with respect to letters of credit, to the extent they are not capitalized, and (b) one hundred percent (100%) of any interest expense paid, or any other

Person for which such Person is wholly or partially liable (whether by Guarantee, pursuant to Applicable Law or otherwise) but excluding (i) interest on Reserved Construction Loan and (ii) swap or other interest hedging breakage costs, all as determined in conformity with GAAP.

"Investment" in any Person shall mean any investment, whether by means of share purchase, loan, advance, extension of credit, capital contribution or otherwise, in or to such Person, the Guarantee of any Indebtedness of such Person, or the subordination of any claim against such Person to other Indebtedness of such Person.

"Lakeshore Note" means the promissory note from Lakeshore in the original principal sum of $34,600,000.00 payable to the order of Wells Fargo, later assigned by Wells Fargo to Shopping Center Finance Corp., and later assigned by Shopping Center Finance Corp. to the Bank, such Promissory Note being now for the principal sum of $20,400,000.00, as amended, renewed, or replaced from time to time, but it does not include the Renewal of Promissory Note dated December 6, 1994 to be effective April 1, 1994.

"Lakeshore Mortgage" means the Florida Mortgage from Lakeshore/Sebring Limited Partnership in favor of Wells Fargo later assigned to Shopping Center Finance Corp. and subsequently assigned to the Bank, as amended from time to time.

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

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

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

"Lien" means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest or lien arising from a deed of trust, mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes, and including but not limited to reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property.

"Loan" means the Revolving Credit Loan from the Bank to the Borrower, including the Lakeshore Note and Lakes Mall Note which were purchased by the Bank.

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

"Mall Projects" means the real estate and improvement owned by the Borrower and/or it Affiliates that is in the form of an enclosed regional retail shopping mall that includes two (2) or more anchor stores.

"Management Fee" means four percent (4%) of all base and percentage rent earned by the Borrower from Non-Mall Projects for the period in question, plus three percent (3%) of all base and percentage rent earned by the Borrower for Mall Projects for the period in question.

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

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

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

"Net Income" means, with respect to Borrower, CBL Properties, Inc., and their respective Subsidiaries for any period, net earnings (or loss) after deducting therefrom all operating expenses, income taxes and reserves and net earnings (or loss) attributable to minority interests in Subsidiaries for the period in question, determined in each case on a Consolidated basis in accordance with GAAP. Without limiting the generality of the foregoing, earnings (or losses) from the sale of outparcels in the ordinary course of business shall be included in determining Net Income.

"Net Operating Income" means, for any Property for the period in question (a) total revenues received, minus (b) total cash expenses (including management fees) before interest, depreciation, amortization and items capitalized under GAAP.

"Net Worth" means, with respect to Borrower, CBL Properties, Inc. and their Subsidiaries as of any date, the sum of (a) total assets, minus (b) total liabilities, plus (c) accumulated depreciation, plus (d) without duplication, any minority ownership interest in the operating partnership, i.e., the Borrower, minus (e) all intangible assets, determined on a Consolidated basis in accordance with GAAP.

"Non-Mall Projects" means the real estate and improvements owned by the Borrower and/or it Affiliates that is in the form of a retail shopping center that is not a Mall Project.

"Note" means the Revolving Credit Notes executed by the Borrower to the Bank in the original principal sums of Ten Million Six Hundred Thousand Dollars ($10,600,000.00) (the "$10,600,000.00 Note") and Ten Million Nine Hundred Thousand and No/100 Dollars ($10,900,000.00) (the "$10,900,000.00 Note"), respectively, the Lakeshore Note and the Lakes Mall Note, as such note or notes may be modified, renewed or extended from time to time; and any other note or notes executed at any time to evidence the indebtedness under this Loan

Agreement, in whole or in part, and any renewals, modifications and extensions thereof, in whole or in part.

"Participant" means KeyBank National Association, Compass Bank and AmSouth Bank, of Tennessee their successors and assigns, and any other participants in the Loan.

"Participant's Proportionate Share (AmSouth)" means AmSouth Bank's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00) divided by Eighty Million Dollars ($80,000,000.00).

"Participant's Proportionate Share (KeyBank)" means KeyBank's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00) divided by Eighty Million Dollars ($80,000,000.00).

"Participant's Proportionate Share (Compass)" means Compass Bank's, (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Twelve Million Five Hundred Thousand and NO/100 Dollars ($12,500,000.00)00) divided by Eighty Million Dollars ($80,000,000.00).

"Participants' Proportionate Share" means Participant's Proportionate Share (KeyBank), Participant's Proportionate Share (Compass) and Participant's Proportionate Share (AmSouth).

"Participation Agreement" means that certain Participation Agreement entered into of even date herewith among Bank, KeyBank National Association, Compass Bank, AmSouth Bank of Tennessee and/or any other participants in the Loan, as amended from time to time.

"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;

(d) 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;

(e) 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;

(f) 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;

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

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

"Person" means an individual, partnership, corporation, trust, unincorporated organization, association, joint venture or a government or agency or political subdivision thereof.

"Project" or "Projects," which definition is used and only applies within Section 7.9 hereof, means the real estate projects owned by Borrower, a Wholly Owned Subsidiary of Borrower, a Subpartnership or, to the extent approved by the Bank, any other Person. "Project" shall also mean any one of the Projects. The capitalized terms used in this definition shall have the same meaning as provided in the Credit Agreement.

"Property" means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

"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.

"Reserved Construction Loan" shall have the meaning shown in Section
7.7. hereof.

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

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

"Revolving Credit Note" means the Notes as described in Section 2.3 hereof and the Lakeshore Note and the Lakes Mall Note.

"SEC" shall mean the United States Securities and Exchange Commission.

"Subsidiary" shall mean, as to any Person, any other Person, more than fifty percent (50%) of the outstanding shares of Capital Stock, partnership interest or other ownership interest, having ordinary voting power to elect a majority of the board of directors or similar governing body of such other Person (irrespective of whether or not at the time stock or other ownership interests of any other class or classes of such other Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or by one or more "Subsidiaries" of such Person, and whose financial reports are prepared on a consolidated basis with such Person. "Wholly Owned Subsidiary" shall mean any such Person of which all of the shares of Capital Stock or ownership interests (other than, in the case of a corporation, directors' qualifying shares) are so owned or controlled. For purposes of this Loan Agreement CBL Management, Inc. shall be deemed to be a Subsidiary of Borrower.

"Termination Date of Revolving Credit Loan" shall mean the earlier of
(a) June 1, 2005, or in the event that the Bank and Borrower shall hereafter mutually agree in writing that the Revolving Credit Loan and the Bank's commitment hereunder shall be extended to another date, such other date mutually agreed upon between Bank and Borrower to which the Bank's commitment shall have been extended, or (b) the date as of which Borrower shall have terminated the Bank's commitment under the provisions of Section 2.5 hereof.

"Term Out Amount" means the then outstanding principal balance of the Loan due and owing the Bank under the Note, if the Bank elects not to extend the existing Maturity Date and the Borrower elects to cap the line of credit as provided in the Note.

"Total Obligations" means, as of any date, the sum (without duplication) of (a) the Indebtedness of Borrower, CBL Properties, Inc. and their respective Subsidiaries (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof); plus (b) the aggregate amount of Contingent Obligations of Borrower, CBL Properties, Inc. and their respective Subsidiaries in respect of Indebtedness (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof); plus (c) Borrower's, CBL Properties, Inc's or their respective Subsidiaries' proportionate share of Indebtedness (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof) of any Unconsolidated Affiliate, whether or not Borrower, CBL Properties, Inc. or such Subsidiary is obligated on such Indebtedness; plus (d) all other amounts which would be classified as a liability on the consolidated balance sheets of Borrower or CBL Properties, Inc., determined in each case on a Consolidated basis in accordance with GAAP, minus (e) accrued interest.

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

"Unconsolidated Affiliate" shall mean, in respect of 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.

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

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

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

2.1 The Commitment. Subject to the terms and conditions herein set out, Bank agrees and commits to make loan advances to and issue letters of credit for the account of the Borrower, Lakeshore and Lakes Mall from time to time, from the Closing Date until the Termination Date of Revolving Credit Loan, in an aggregate principal amount not to exceed, at any one time outstanding, the lesser of (a) Eighty Million Dollars ($80,000,000.00) minus the sum, if any,

applicable under the provisions of Section 2.8 hereof; or (b) the Borrower's Borrowing Base, as defined in Section 1.

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

2.3 The Note and Interest. The Revolving Credit Loan shall be evidenced by two
(2) promissory notes of the Borrower, one (1) promissory note of Lakeshore and one (1) promissory note of Lakes Mall, each payable to the order of the Bank in the aggregate principal amount of Eighty Million Dollars ($80,000,000.00), in form substantially the same as the copy of the Revolving Credit Note, the Lakeshore Note and the Lakes Mall Note, attached hereto as Exhibit "C." The entire principal amount of the Loan shall be due and payable on the Termination Date of Revolving Credit Loan. The unpaid principal balances of the Revolving Credit Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances (calculated on the basis of a year of 365 or 366 days as is appropriate) at a rate per annum as specified in the Note. Said interest shall be payable monthly on the first day of each month after the Closing Date, commencing September 1, 2003. The Bank shall mail to the Borrower a billing notice at least ten (10) days prior thereto setting forth the payment amount next due, but any failure to send such notice shall not relieve the Borrower, Lakeshore or Lakes Mall of the obligation to pay accrued interest. The final installment of interest, together with the entire outstanding principal balance of the Revolving Credit Loan, shall be due and payable on the Termination Date of Revolving Credit Loan. The first selection of the one (1) month, three (3) months, six (6) months or, if funds are available in the interbank eurodollar market, twelve (12) months LIBOR Rate shall be made by the Borrower, Lakeshore and Lakes Mall (but the rate selected by Lakeshore and Lakes Mall must always be the same as the rate selected by the Borrower) on or prior to the date of the Note and each selection thereafter shall be made at least three (3) Business Days prior to the end of the then applicable interest rate period. Neither the Borrower, Lakeshore nor Lakes Mall may ever select a rate period which exceeds the Termination Date of the Revolving Credit Loan. In the event funding at the LIBOR Rate is not available as a matter of law, funding to the extent allowed hereunder shall be at the Base Rate minus one and one half percent (1 1/2%).

2.4 Commitment Fee/Servicing Fee. On the Closing Date, the Borrower, Lakeshore and Lakes Mall agree to pay to the Bank (in addition to the commitment fees it has previously paid) an additional commitment/extension fee of One Hundred Sixty Thousand and NO/100 Dollars ($160,000.00). In addition to the commitment/extension fee, on each November 2 hereafter, the Borrower shall pay to the Bank a servicing fee in the amount of Twenty Four Thousand and NO/100 Dollars ($24,000.00) for the Bank's services in connection with administering

the Loan participation with the Participants. The servicing fee shall belong solely to the Bank and the Participants shall have no interest therein. Borrower , Lakeshore and Lakes Mall agree that the commitment fees and servicing fee are fair and reasonable considering the condition of the money market, the creditworthiness of Borrower, the interest rate to be paid, and the nature of the security for the Loan. In the event that Borrower, Lakeshore and Lakes Mall and Bank shall hereafter mutually agree to extend the term of the Bank's commitment hereunder, they may also agree at that time as to an additional commitment fee, if any, to be paid for such further commitment by the Bank, but not to exceed the maximum permitted by applicable law.

2.5 Borrowings under, Prepayments or Termination of the Revolving Credit Loan. The Borrower may, at its option, from time to time, subject to the terms and conditions hereof including Section 2.8 hereof, without penalty, borrow, repay and reborrow amounts under the Note, the Lakeshore Note and the Lakes Mall Note, and principal payments received shall be applied by the Bank to the Revolving Credit Note, the Lakeshore Note and the Lakes Mall Note all in such order and amounts as the Bank deems appropriate in its sole discretion. Neither the Borrower nor Lakeshore shall be permitted to borrow, repay and reborrow up to the principal amounts of the Lakeshore Note unless documentary stamps tax and intangibles tax, required by law to be paid, has been paid on the amounts readvanced and unless the Bank has a first in priority mortgage on the Florida property owned by Lakeshore securing the Lakeshore Note. Neither the Borrower nor Lakes Mall shall be permitted to borrow, repay and reborrow up to the principal amounts of the Lakes Mall Note unless documentary stamps tax and intangibles tax, required by law to be paid, has been paid on the amounts readvanced and unless the Bank has a first in priority mortgage on the Michigan property owned by Lakes Mall securing the Lakes Mall Note.

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

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

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

2.8 Cap On Loan. Notwithstanding anything contained in this Loan Agreement to the contrary, if at any time the Bank does not have a first-in-priority lien on

the property described in the Lakeshore Mortgage up to the sum of Thirty One Million Dollars ($31,000,000.00) the Loan shall be capped at Forty Nine Million Dollars ($49,000,000.00).

2.9 Issuance of Letters of Credit. To the extent that letters of credit are requested by the Borrower to be issued in connection with the Loan, the Borrower agrees to execute and deliver to the Bank any documents reasonably requested by the Bank related to the issuance of the letters of credit, including but not limited to the Bank's standard form of reimbursement agreement.

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

3.1 Required Repayments. In the event that the outstanding aggregate principal balance of the Revolving Credit Loan shall at any time exceed the Borrowing Base, upon discovery of the existence of such excess borrowings, the Borrower shall, within one hundred twenty (120) days from the date of such discovery, make a principal payment which will reduce the outstanding principal balance of the Revolving Credit Loan to an amount which does not exceed the Borrowing Base and/or at Borrower's option provide the Bank with additional collateral for the Revolving Credit Loan of a value and type reasonably satisfactory to the Bank which additional collateral shall be at a minimum sufficient to secure the then outstanding balance of the Loan (after credit for any principal reduction payment received from Borrower, if any), and if Borrower intends to request additional advances under the Loan, the additional collateral shall include collateral, deemed sufficient in the Bank's discretion, to secure the Eighty Million Dollars ($80,000,000.00) credit line limitation, thereafter permitting Borrower to obtain additional advances in the manner and to the extent provided under the terms of this Loan Agreement.

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

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

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

SECTION 4: CONDITIONS OF LENDING

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

(a) This Loan Agreement.

(b) The Note, the Lakeshore Note and the Lakes Mall Note.

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

(d) Current financial statements of the Borrower in form satisfactory to the Bank to be held by the Bank in strict confidence.

(e) Certified copy of Borrower's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously received.

(f) Certified corporate resolutions of Borrower's general partner, and certificate(s) of existence for Borrower's general partner from the state of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partner.

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

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

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

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

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

(l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan.

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

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

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

(b) The Borrower and all Related Entities shall not be in default of any of the terms and provisions hereof or of any instrument or document now or at any time hereafter evidencing or securing all or any part of the Revolving Credit Loan indebtednesses. Each of the Warranties and Representations of the Borrower, Lakeshore and Lakes Mall, as set out in Section 5 hereof shall remain true and correct in all material respects as of the date of such Loan advance.

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

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

SECTION 5: REPRESENTATIONS AND WARRANTIES

Borrower, Lakeshore and Lakes Mall represent and warrant that:

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

5.2 Power and Authority. The execution, delivery and performance of the Loan Agreement, the Note, the Lakeshore Note, the Lakes Mall Notes, the CBL Mortgage and the other loan and collateral documents executed pursuant hereto by the Borrower and all Related Entities have been duly authorized by all requisite action and, to the best of Borrower's, Lakeshore's and Lakes Mall's knowledge,

will not violate any provision of law, any order of any court or other agency of government, the limited partnership agreements, charter, bylaws or limited liability company agreements of the Borrower, Lakeshore, Lakes Mall, or any Related Entity, any provision of any indenture, agreement or other instrument to which Borrower, Lakeshore, Lakes Mall, or any Related Entity is a party, or by which Borrower's, Lakeshore's, Lakes Mall's and all Related Entities' respective properties or assets are bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Borrower, Lakeshore, Lakes Mall, or any Related Entities, except for liens and other encumbrances provided for and securing the indebtedness covered by this Loan Agreement.

5.3 Financial Condition.

(a) (i) The Borrower's Consolidated balance sheets (which includes Lakeshore and Lakes Mall) for the fiscal year ended as of December 31, 2002, and the related Consolidated statements of operations and Consolidated statements of cash flows for the year then ended filed with the SEC in the Forms 10-Q and 10-K, and (ii) the unaudited interim Consolidated balance sheet of Borrower, Lakeshore and Lakes Mall for June 30, 2003 and the related Consolidated statements of operations and Consolidated statements of cash flows for the period then ended, a copy of each of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Borrower, Lakeshore and Lakes Mall as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(b) Since June 30, 2003, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Borrower, Lakeshore and/or Lakes Mall.

(c) (i) The audited balance sheet of CBL Properties, Inc. for the fiscal year ended on December 31, 2002, the unaudited balance sheet of CBL Properties, Inc. for the period ended June 30, 2003, and the related statements of operations and of cash flows for the year ended 2002 and the period ended June 30, 2003, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of CBL Properties, Inc. as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(d) Since June 30, 2003, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of CBL Properties, Inc.

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

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

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

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

5.7 Contracts or Restrictions. In Borrower's, Lakeshore's and Lakes Mall's opinions, Borrower, Lakeshore, Lakes Mall and the Related Entities are not a party to any agreement or instrument or subject to any partnership agreement or limited liability company or corporate restrictions adversely affecting its business, properties or assets, operations or condition (financial or otherwise) other than this Loan Agreement, other bank loan or property partnership agreements that contain certain restrictive covenants or other agreements entered into in the ordinary course of business.

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

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

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

5.11 Hazardous Substances. To the best knowledge of Borrower, Lakeshore and Lakes Mall, no Hazardous Substances are unlawfully located on or have been

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

5.12 Ownership of Borrower. As of the date hereof, CBL Holdings I owns an approximate 1.68% general partner interest in the Borrower and CBL Holdings II owns a 52.3% limited partner interest in the Borrower. As of the date hereof, CBL Properties, Inc. 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 its affiliates, officers and key employees own an approximate 15.68% limited partner interest in the Borrower. As of the date hereof, CBL Management, Inc. owns no interest in the Borrower. As of the date hereof, Richard E. Jacobs Group, Inc. owns an approximate 21.41% limited partner interest in the Borrower and other investors own an approximate 8.93% limited partner interest in the Borrower The Borrower has no other general partners. As of the date hereof the Borrower and its Affiliates own 100% of the partnership interests in Lakeshore and Towne Mall and 90% of the limited liability company interests of Lakes Mall.

5.13 Outstanding Balance on Lakeshore Note. As of the date hereof, the outstanding unpaid principal balance of the Lakeshore Note is $20,400,000.00 and the undisbursed amount of the Lakeshore Note is $-0- and no defenses or offsets exist against the holder of the Lakeshore Note or otherwise.

5.14 Outstanding Balance on Lakes Mall Note. As of the date hereof, the outstanding unpaid principal balance of the Lakes Mall Note is $31,987,082.34 and the undisbursed amount of the Lakes Mall Note is $-0- and no defenses or offsets exist against the holder of the Lakes Mall Note or otherwise.

SECTION 6: AFFIRMATIVE COVENANTS OF BORROWER, LAKESHORE AND LAKES MALL

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

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

6.2 Maintain Property. Maintain, preserve, and protect all leases, franchises, and trade names and preserve all of its properties used or useful in the conduct of its business in a sound and prudent manner, keep the same in good repair,

working order and condition, ordinary wear and tear excepted, and from time to time make, or cause to be made, all needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly conducted at all times.

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

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

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

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

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

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

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

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

also be for the period from the beginning of said year to the end of such quarter, as the case may be.

6.6 Additional Information. Furnish such other information regarding the operations, business affairs and financial condition of the Borrower and all Related Entities as Bank may reasonably request, including but not limited to written confirmation of requests for loan advances, true and exact copies of its books of account and tax returns, and all information furnished to the owners of its partnership interests, or any governmental authority, and permit the copying of the same and Bank agrees that all such information shall be maintained in strict confidence. Provided, however, the Borrower, Lakeshore and Lakes Mall shall not be required to divulge the terms of other financing arrangements with other lending institutions if and to the extent Borrower, Lakeshore and/or Lakes Mall is prohibited by contractual agreement with such lending institutions from disclosing such information with the exception that Borrower, Lakeshore and Lakes Mall shall promptly notify Bank in writing of all defaults, if any, which exist beyond any applicable cure periods and the nature thereof, which occur in connection with such financing arrangements and which defaults or defaults would constitute an Event of Default hereunder. Borrower, Lakeshore and Lakes Mall shall not enter into any such contractual arrangement whereby the Borrower or Lakeshore or Lakes Mall is prohibited from disclosing such financial arrangements, without providing Bank with written notice of the nature of such prohibitions. In addition, Borrower, Lakeshore and Lakes Mall shall not enter into any such arrangement while any Event of Default hereunder exists beyond any applicable cure periods.

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

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

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

6.10 Minimum Net Worth. Borrower shall not permit Net Worth at any time to be less than an amount equal to $1,279,508,000 plus ninety percent (90%) of the net proceeds or value (whether cash, property or otherwise) received by CBL

Properties, Inc. or Borrower from any issuance after the effective date of this Loan Agreement of any shares of Capital Stock of CBL Properties, Inc., any operating partnership units of Borrower or any shares of Capital Stock or other equity interest in any Subsidiary of Borrower.

6.11 Total Obligations to Capitalized Value. Maintain at all times (except as herein permitted) beginning on the Closing Date, a ratio of Total Obligations to Capitalized Value of not more than .65 to 1.00; provided however, as of the end of the Borrower's second (2nd) and fourth (4th) fiscal quarters, the Bank, in its sole discretion and consistent with trends in the real estate market, may adjust the Capitalized Value cap rates of 9.75% for Non- Mall Projects and 8.625% for Mall Projects. If the cap rate is adjusted by the Bank, the Borrower shall not be deemed out of compliance with any covenants affected by the adjustment until the end of the quarter following the effective date of the adjustment.

6.12 Appraisals. Deliver to the Bank upon the Bank's request, but no more frequently than once per every eighteen (18) month period, reappraisals of the property or properties described in the CBL Mortgage.

6.13 Interest Coverage Ratio. Borrower shall not permit, as of the last day of any fiscal quarter, the Interest Coverage Ratio to be less than 1.75 to 1.00.

6.14 Debt Coverage Ratio. Borrower shall not permit, as of the last day of any fiscal quarter of Borrower, the Debt Coverage Ratio to be less than 1.55 to 1.00.

6.15 Agreements regarding Lakeshore Note and Lakeshore Mortgage. So long as no Event of Default then exists or with notice or lapse of time would exist, upon the request of the Borrower, but in the Bank's discretion, the Bank shall sell to the Borrower and/or the Borrower's designated subsidiary, the Lakeshore Note and/or the Lakeshore Mortgage for the balance due under the Lakeshore Note plus accrued interest.

6.16 Agreements regarding Lakes Mall Note and Lakes Mall Mortgage. So long as no Event of Default then exists or with notice or lapse of time would exist, upon the request of the Borrower, but in the Bank's discretion, the Bank shall sell to the Borrower and/or the Borrower's designated subsidiary, the Lakes Mall Note and/or the Lakes Mall Mortgage for the balance due under the Lakes Mall Note plus accrued interest.

6.17 Notice of Event of Default. As soon as practicable, and in any event within two (2) Business Days after a senior officer of Borrower or any Subsidiary becomes aware of the existence of any condition or event which constitutes a default or Event of Default, the Borrower shall provide telephonic notice to the Bank specifying the nature and period of existence thereof, and, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto.

SECTION 7: NEGATIVE COVENANTS OF BORROWER, LAKESHORE AND LAKES MALL

Borrower, Lakeshore and Lakes Mall covenant and agree that at all times from and after the Closing Date, unless the Bank shall otherwise consent in

writing, such consent to be at the discretion of the Bank, Borrower, Lakeshore and Lakes Mall will not, and will not allow any Related Entity, to either directly or indirectly:

7.1 Indebtedness. Incur, create, assume or permit to exist any indebtedness or liability, secured by any of the properties described in the CBL Mortgage, except, with respect to the Borrower only, for indebtedness, which is subordinate in all respects to the indebtedness evidenced by the Note, the Lakeshore Note and the Lakes Mall Note 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.

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

(a) Liens in favor of the Bank securing payment of the Note and/or the Lakeshore Note and/or the Lakes Mall Note;

(b) Existing liens securing indebtednesses permitted under Section 7.1 above;

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

(d) Liens securing indebtedness permitted under Section 7.1 above.

7.3 Sale of Assets. Sell, lease, convert, transfer or dispose of (other than in the normal course of business) all or a substantial part of its assets for less than book value or for less than fair market value, or, sell, lease, convert, transfer or dispose of all or a substantial part of its assets, without the Bank's prior written consent, if GAAP book value or fair market value exceeds 20% of the GAAP book value of all of its assets at that time. In other words, the Borrower may sell its assets without the Bank's consent so long as such sale is not more than 20% of the book value of all of its assets.

7.4 Consolidation or Merger; Acquisition of Assets. Enter into any transaction of merger or consolidation, acquire any other business or corporation, or acquire all or substantially all of the property or assets of any other Person unless the Borrower and/or its general partner shall be the surviving entities.

7.5 Partnership Distributions and Other Payments. Except as hereinafter provided, declare or pay, or set apart any funds for the payment of, any distributions on any partnership, limited liability or corporate interest in Borrower or any Related Entity or apply any of its funds, properties, or assets to or set apart any funds, properties or assets for, the purchase or other retirement of or make any other distribution (whether by reduction of capital or otherwise) in respect of, any partnership, limited liability or corporate interest in Borrower or any Related Entity; or without the consent of Bank, pay any fee or other compensation of any nature to or for the benefit of CBL & Associates, Inc., CBL Holdings, and/or CBL Properties, Inc. and/or their affiliates, officers or key employees (the "Distributees"). Notwithstanding anything stated in the foregoing to the contrary, (a) Borrower may pay to such Distributees and its other partners quarterly distributions so long as such distributions do not exceed in the aggregate 95% of Funds from Operations and

(b) Borrower may pay any fee or other reasonable compensation of any nature to or for the benefit of (i) CBL Management, Inc., or (ii) any other Distributee, which payment has been made in the ordinary course of business and approved by the independent directors of CBL Holdings. Borrower may make a distribution from Loan proceeds but only once during any rolling twelve (12) month period and provided Borrower is not in default hereunder and such distribution will not create a default hereunder.

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

7.7 Limitations on Floating Rate Indebtedness. Incur, assume or suffer to exist any outstanding indebtedness bearing interest at a variable rate that fluctuates during the scheduled life of such indebtedness (other than indebtedness under Reserved Construction Loans, as that term is defined hereinafter) in an aggregate principal amount in excess of twenty five percent (25%) of Borrower's Capitalized Value (Total) at any one time outstanding unless Borrower has obtained an interest rate swap, cap or collar agreement or similar arrangement with a recognized investment grade financial institution which prevents the all-in effective interest rate payable by Borrower with respect to the principal amount of such indebtedness in excess of twenty five percent (25%) of Borrower's Capitalized Value (Total) (including base rate, applicable margin and reserve and similar costs) from increasing above the rate set forth below with respect to such indebtedness:

Principal Amount in
Excess of twenty five percent
(25%) of Borrower's Capitalized Value (Total)              Interest Rate
---------------------------------------------              -------------

        Less than or equal
        to $50,000,000.00                                       8.5%
        Greater than
        $50,000,000.00 and
        less than or equal
        to $100,000,000.00                                      8.0%
        Greater than
        $100,000,000.00 and
        less than or equal
        to $150,000,000.00                                      7.5%
        Greater than
        $150,000,000.00                                         7.0%

For purposes of this Loan Agreement, "Reserved Construction Loan" shall mean a construction loan extended to Borrower or to a subsidiary of Borrower or to any Related Entity for the construction of a project in respect to which (a) neither any monetary or material non-monetary default nor any event of default exists; (b) interest on such loan has been accurately budgeted at the time the interest reserve account is established; (c) the amount of such budgeted

interest has been (i) included in the principal amount of such loan and (ii) segregated into an interest reserve account (which shall include any arrangement whereby loan proceeds equal to such budgeted interest are reserved and only disbursed to make interest payments with respect to such loan until the project opens); (d) absent an event of default or a monetary or material non-monetary default, such interest can be paid out of such interest reserve account only for the purpose of making interest payments on such loan until the project opens;
(e) the amount held in such interest reserve account with respect to such loan, together with the net income, if any, from such project projected by the Bank in its reasonable judgment, will be sufficient, as reasonably determined by the Bank from time to time, to pay all interest expense on such loan until the date that the earnings before income, taxes, depreciation and amortization of the project being financed by such loan is anticipated to be sufficient to pay all interest expense on such loan; and (f) Borrower has delivered all certificates required by this Loan Agreement.

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

(a) Bank, if any Participant fails or refuses to fund for the account of Borrower, Lakeshore and/or Lakes Mall or to Bank for the benefit of Borrower, Lakeshore and/or Lakes Mall, such Participant's respective Proportionate Share and such failure or refusal has not been caused by Bank's breach of this Loan Agreement; or

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

(c) any Participant, if Bank fails or refuses to fund for the account of Borrower, Lakeshore and/or Lakes Mall Bank's Proportionate Share and such failure has not been caused by such Participant's breach of this Loan Agreement or the Participation Agreement. Borrower's, Lakeshore's and Lake Mall's cause of action under this Loan Agreement, if any, for failure to fund being directly against the lender which fails or refuses to fund, and then only if such failure or refusal to fund would constitute a breach of this Loan Agreement.

7.9 Investment Concentration.

(a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net Worth:

(i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net Worth;

(ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other

than the real estate located at 2030 Hamilton Place Boulevard, Chattanooga, Tennessee and a small office building located at Richland Mall in Waco, Texas) exceeds ten percent (10%) of Net Worth;

(iii)Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth;

(iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k;

(v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (i) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (ii) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth.

(b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.

SECTION 8: EVENTS OF DEFAULT

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

8.1 Payment of Principal, Interest to Bank. The Borrower, Lakeshore and/or Lakes Mall defaults in the payment as and when due of principal or interest on any Note, the Lakeshore Note or the Lakes Mall Note or any fees due under this Loan Agreement which default shall continue for more than ten (10) days following mailing of notice from Bank to Borrower, Lakeshore and/or Lakes Mall thereof; or the Borrower, Lakeshore and/or Lakes Mall defaults in the payment when due of any other recourse indebtednesses, liabilities, or obligations to the Bank

beyond the expiration of any applicable notice and cure period, whether now existing or hereafter created or arising; direct or indirect, absolute or contingent; or

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

8.3 Performance of Obligations to Bank. The Borrower, Lakeshore, Lakes Mall or any Related Entity defaults with respect to the performance of any non-monetary obligation incurred in connection with the Loan and such default continues for more than thirty (30) days following mailing of notice thereof from Bank to Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, or, if such default is incapable of cure within such thirty (30) day period, Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, fails to diligently, continuously and in good faith pursue such cure to completion; or the Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, defaults with respect to the performance of any other non-monetary obligation incurred in connection with any recourse indebtedness for borrowed money owed to the Bank an such default continues for more thirty
(30) days following mailing of notice thereof from Bank to Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, or, if such default is incapable of cure within such thirty (30) day period, Borrower, Lakeshore, Lakes Mall and/or the Related Entity fails to diligently, continuously and in good faith pursue such cure to completion; or

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

8.5 Representation or Warranty. Any representation or warranty made by the Borrower, Lakeshore and/or Lakes Mall herein, or in any report, certificate,

financial statement or other writing furnished in connection with or pursuant to this Loan Agreement shall prove to be false, misleading or incomplete in any substantial material respect on the date as of which made; or

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

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

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

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

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

has any or further liability under this Loan Agreement, the Note, the Lakeshore Note or the Lakes Mall Note, or under the CBL Mortgage; or

8.11 Covenants. The Borrower or any Related Entity defaults in the performance or observance of any covenant, agreement or undertaking on its part to be performed or observed, contained herein, in the CBL Mortgage or in any other instrument or document which now or hereafter evidences or secures all or any part of the loan indebtedness which default shall continue for more than thirty
(30) days following the mailing of notice from Bank to Borrower, Lakeshore, Lakes Mall and/or such Related Entity, as the case may be; or

8.12 Breach of Section 7.8 of this Loan Agreement. The Borrower, Lakeshore and/or Lakes Mall shall fail to observe or perform its obligations to the Bank, and/or any Participant under Section 7.8 of this Loan Agreement; or

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

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

SECTION 9: MISCELLANEOUS

9.1 Amendments. The provisions of this Loan Agreement, the Note, the Lakeshore Note, the Lakes Mall 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.

9.2 Notices. All notices and other communications provided for hereunder shall be in writing and shall be mailed, certified mail, return receipt requested, or delivered, if to the Borrower, Lakeshore and/or Lakes Mall, to it at c/o CBL & Associates Properties, Inc., CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000, Attention: President, with a copy to Charles Willett, Jr.; if to the Bank, to it at 701 Market Street, Chattanooga, Tennessee 37402, Attention: Gregory L. Cullum; or as to any such

person at such other address as shall be designated by such person in a written notice to the other parties hereto complying as to delivery with the terms of this Section 9.2. All such notices and other communications shall be effective
(i) if mailed, when received or three (3) Business Days after mailing, whichever is earlier; or (ii) if delivered, upon delivery and receipt of an executed acknowledgment of receipt by the party to whom delivery is made. Notwithstanding the foregoing, the Bank shall not be required to send a copy of any notice or communication to Charles Willett, Jr. but the Bank will use good faith efforts to copy Charles Willett, Jr. on any such notices or communications via regular mail, fax or email.

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

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

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

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

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

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

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

9.10 Interest Limitations.

(a) The Loan and the Note, the Lakeshore Note and the Lakes Mall Note 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 the Note, the Lakeshore Note or the Lakes Mall Note.

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

The Note, the Lakeshore Note and the Lakes Mall Note shall be governed and construed according to the statutes and laws of the State of Tennessee from time to time in effect, except to the extent that Section 85 of Title 12 of the United States Code (or other applicable federal statue) may permit the charging of a higher rate of interest than applicable state law, in which event such applicable federal statute, as amended and supplemented from time to time shall

govern and control the maximum rate of interest permitted to be charged hereunder; it being intended that, as to the maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether state or federal, from time to time in effect, which permit the charging of a higher rate of interest, shall govern and control; provided, always, however, that in no event and under no circumstances shall the Borrower, Lakeshore and/or Lakes Mall be liable for the payment of interest in excess of the maximum rate permitted by such applicable law, from time to time in effect.

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

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

(a) The specific Termination Date of Revolving Credit Loan mentioned in Article One may be extended for additional periods of one (1) year. On each June 1 hereafter, so long as the Loan remains unpaid, Bank shall review the performance of the Loan. If the Bank deems performance of the Loan acceptable, it will renew the Loan for one (1) year from the then existing Termination Date of Revolving Credit Loan. If the Bank renews the Loan at anytime or from time to time prior to June 1, 2005, the Bank and the Borrower, Lakeshore and Lakes Mall agree the Loan shall be renewed with covenants as contained in Sections 6.11, 6.13 and 6.14 of this Loan Agreement or such other covenants, terms and conditions as may be mutually agreed upon by Borrower, Lakeshore and Lakes Mall Bank and Bank. If Bank deems performance of the Loan not acceptable, Bank shall not be obligated to extend the Termination Date of Revolving Credit Loan; however, the Borrower, Lakeshore and Lakes Mall shall then have the right to repay the Loan pursuant to the repayment provisions contained in the Note, the Lakeshore Note and the Lakes Mall Note. Assessment of performance and the decision whether to extend the Termination Date of Revolving Credit Loan shall be solely within Bank's discretion. The Bank will not deem the performance of the Loan acceptable unless and until the Borrower provides to the Bank, among other things, updated title commitments with respect to all properties covered by any CBL Mortgage, which title commitments must be in form and substance acceptable to the Bank and must contain no exceptions unacceptable to the Bank. Bank shall notify Borrower of the results of its review of the Loan no later than eleven (11) months prior to the then effective Termination Date of the Revolving Credit Loan. If Bank elects not to renew the Loan, Bank shall not perform or cause to be performed, except at Bank's expense unless an Event of Default has occurred, any inspections, appraisals, surveys or similar items between: (a) the date notice thereof is given Borrower or the Termination Date, whichever first occurs, and (b) the date the Note, the Lakeshore Note and the Lakes Mall Note are repaid as provided herein.

(b) Upon the specific Termination Date of Revolving Credit Loan so fixed in Article One, or in the event of the extension of this Loan Agreement to a subsequent Termination Date (when no effective extension is in force), the Revolving Credit Loan and all other extensions of credit (unless sooner declared to be due and payable by the Bank pursuant to the provisions hereof), and

subject to Borrower's election as set forth in subparagraph (a) above, shall become due and payable for all purposes. Until all such indebtednesses, liabilities and obligations secured by the CBL Mortgage are satisfied in full, such termination shall not affect the security interest granted to Bank pursuant to the CBL Mortgage, nor the duties, covenants, and obligations of the Borrower therein and in this Loan Agreement; and all of such duties, covenants and obligations shall remain in full force and effect until the Revolving Credit Loan and all obligations under this Loan Agreement have been fully paid and satisfied in all respects.

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

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

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

9.16 Joinder of CBL Properties, Inc. and CBL Holdings I, Inc. CBL Properties, Inc. joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof, including Section 2.7 hereof. CBL Holdings I, Inc. joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof, including Section 2.7 hereof.

9.17 Bank's Consent. Except as otherwise expressly provided herein, in any instance hereunder where Bank's approval or consent is required or the exercise of its judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole but reasonable discretion of Bank, and Bank shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment provided that the Bank shall proceed at all times in good faith and in a commercially reasonable manner.

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

9.19 Waiver of Right to Trial By Jury. EACH PARTY TO THIS LOAN AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LOAN AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
9.20 Conflict. In the event of any conflict between the provisions hereof and any other loan document during the continuance of this Loan Agreement (including but not limited to the Construction Loan Agreement and any other documents received by the Bank via assignment in connection with the Lakeshore Mall and the Lakes Mall), the provisions of this Loan Agreement shall control.

9.21 Participation Agreement. The Borrower, Lakeshore and Lakes Mall acknowledge that the Participation Agreement exists and that the Bank is obligated, subject to the terms and conditions hereof, to fund Eighty Million Dollars ($80,000,000.00) to the Borrower but that of that amount KeyBank National Association, Compass Bank and AmSouth Bank of Tennessee are obligated, subject

to the terms and conditions of the Participation Agreement, to fund as follows:
KeyBank is to fund Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00), Compass is to fund Twelve Million Five Hundred Thousand and NO/100 Dollars ($12,500,000.00) and AmSouth Bank of Tennessee is to fund Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00).

9.22 Release of Collateral. In exchange for receipt of a first-in-priority lien evidenced by the Towne Mall Mortgage and the Lakes Mall Mortgage and their related financing statements, the Bank shall simultaneously release its security interest in all properties currently serving as collateral for the Loan with the exception of the real and personal property described in the mortgages, deeds of trusts, security deeds and financing statements from Walnut Square Associates Limited Partnership, Vicksburg Mall Associates, Ltd. and Lakeshore/Sebring Limited Partnership.

(Signatures on Next Page)

IN WITNESS WHEREOF, the Borrower, Lakeshore, Lakes Mall, the Bank, CBL Holdings and CBL Properties, Inc. 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/ John N. Foy
   -----------------------------------------------
       John N. Foy
Title: Vice Chairman and Chief
       Financial Officer
      --------------------------------------------
                                          BORROWER

LAKESHORE/SEBRING LIMITED PARTNERSHIP
BY: CBL & ASSOCIATES LIMITED
PARTNERSHIP, It's sole General Partner
BY: CBL HOLDINGS I, INC.,
Its sole General Partner

By: /s/ John N. Foy
   -----------------------------------------------
       John N. Foy
Title: Vice Chairman and Chief
       Financial Officer
      --------------------------------------------
                                         LAKESHORE

THE LAKES MALL, LLC

By: CBL & Associates Limited Partnership,
Its Managing Member
By: CBL Holdings I, Inc., its General Partner

By: /s/ John N. Foy
   -----------------------------------------------
       John N. Foy
Title: Vice Chairman and Chief
       Financial Officer
      --------------------------------------------
                                        LAKES MALL

CBL & ASSOCIATES PROPERTIES, INC.

By: /s/ John N. Foy
   -----------------------------------------------
       John N. Foy
Title: Vice Chairman and Chief
       Financial Officer
      --------------------------------------------
                                         GUARANTOR

FIRST TENNESSEE BANK NATIONAL
ASSOCIATION

By:    /s/ Gregory L. Cullum
   ----------------------------------------------
         Gregory L. Cullum, Senior Vice President
                                             BANK

EXHIBIT "A"

Real property known as:

Walnut Square Mall, Dalton, Georgia
Lakeshore Mall, Sebring, Florida
Pemberton Mall, Vicksburg, Mississippi
The Lakes Mall, Fruitport, Michigan
Towne Mall, Middleton, Ohio

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

EXHIBIT "B"

PERMITTED ENCUMBRANCES

1. As described in the Mortgages.

EXHIBIT "C"

REVOLVING CREDIT NOTES, LAKESHORE NOTE AND LAKES MALL NOTE

EXHIBIT "D"

CHECKLIST FOR CLOSING

EXHIBIT "E"

NON-DEFAULT CERTIFICATE

For Fiscal Year Ended _______________, 20__. For Fiscal Quarter Ended _______________, 20__.

The undersigned, a duly authorized officer of CBL & Associates Limited Partnership, a Delaware limited partnership [referred to as "Borrower" in that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated as of _______. 2003 between Borrower, Lakeshore, Lakes Mall and First Tennessee Bank National Association ("Bank")], certifies to said Bank, in accordance with the terms and provisions of said Loan Agreement, as follows:

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

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

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

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

(b) The Total Obligations to Portfolio Value Ratio of the Borrower is _____ to _____ as of _____________________, 20__.

(c) The Debt Coverage Ratio of the Borrower is ____ to ____ as of ______________, 20__.

(d) The Interest Coverage Ratio of the Borrower is ____ to ____ as of _____________________, 20_____.

DATED this ______ day of ______________________, 20____.

CBL & ASSOCIATES LIMITED PARTNERSHIP

BY: CBL HOLDINGS I, INC.,
Its Sole General Partner

EXHIBIT "F"

LITIGATION

Disclosure Pursuant to Paragraph 5.5

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

ENVIRONMENTAL MATTERS

Disclosure pursuant to Paragraph 5.11

None.

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

KEYBANK NATIONAL ASSOCIATION as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of June 30, 2003, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of June 30, 2003.

KEYBANK NATIONAL ASSOCIATION

By:    /s/ Dan R. Heberle
   ------------------------------------------------
         Dan R. Heberle, Senior Vice President

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

COMPASS BANK as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of June 30, 2003, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of June 30, 2003.

COMPASS BANK

By:   /s/ C. Douglas Vibert
   -----------------------------------------------
         C. Douglas Vibert, Senior Vice President

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

AMSOUTH BANK OF TENNESSEE as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of June 30, 2003 between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of June 30, 2003.

AMSOUTH BANK OF TENNESSEE

By:    /s/ Sarah A. McKenzie
   -------------------------------------------
         Sarah A. McKenzie, Vice President

Exhibit 10.20.3

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 September 12, 2003 between the undersigned Borrower, Lakeshore, Lakes Mall and the Bank.)

THIS AMENDED AND RESTATED LOAN AGREEMENT ("Loan Agreement") is made as of July 29, 2004, to be effective June 30, 2004 and amends and restates in its entirety that certain Amended and Restated Loan Agreement dated as of September 12, 2003, and is by and between CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000 ("Borrower"), and LAKESHORE/SEBRING LIMITED PARTNERSHIP, a Florida limited partnership, whose address is the same as the Borrower's described above ("Lakeshore") and THE LAKES MALL, LLC, a Michigan limited liability company whose address is the same as the Borrower's described above ("Lakes Mall"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the statutes of the United States of America, with a principal office at 701 Market Street, Chattanooga, Tennessee 37402 (hereinafter referred to as the "Bank").

Recitals of Fact

Borrower has requested that the Bank commit to make loans and advances to it, and to Lakeshore and to Lakes Mall, for the benefit of Borrower, on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of Eighty Million Dollars ($80,000,000.00) for the purpose of providing working capital for pre-development expenses, development costs, equity investments, repayment of existing indebtedness, certain distributions to limited partners (as allowed herein), letters of credit and construction and for general corporate purposes. The Bank has agreed to make certain portions of such loans and advances on the terms and conditions herein set forth. KeyBank National Association, Compass Bank and Amsouth Bank of Tennessee, all as participants in the Loan have previously agreed to make certain portions of such loan and advances on the terms and conditions previously set forth and now on the terms and conditions herein set forth.

This Loan Agreement is currently being amended to: (a) change the Capitalized Value cap rates for Mall Projects from 8.625% to 8.25%; (b) to change the definition of Total Obligations and (c) to extend the maturity date of the Loan to June 1, 2006.

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

AGREEMENTS

SECTION 1: DEFINITIONS AND ACCOUNTING TERMS

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

"Adjusted Loan Amount" means 100% of the combined Net Operating Income from the properties described in the CBL Mortgage (except the CBL Mortgage on The Lakes Mall which shall be included at 90% of the Net Operating Income) as of each July 1, January 1, April 1 and October 1, as the case may be, based upon the then immediately preceding twelve (12) month period, divided by 1.25 with the resulting figure being further divided by the applicable mortgage constant of .1042.

"Affiliate" means as to any Person, any other Person which, directly or indirectly, owns or controls, on an aggregate basis including all beneficial ownership and ownership or control as a trustee, guardian or other fiduciary, at least ten percent (10%) of the outstanding shares of Capital Stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other governing body (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have contingency) of such Person or at least ten percent (10%) of the partnership or other ownership interest of such Person; or which controls, is controlled by or is under common control with such Person. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, a pension fund, university or other endowment funds, mutual fund investment company or similar fund having a passive investment intent owning such a ten percent (10%) or greater interest in a Person shall not be deemed an Affiliate of such Person unless such pension, mutual, endowment or similar fund either (i) owns fifty percent (50%) or more of the Capital Stock or other ownership interest in such Person, or (ii) has the right or power to select one or more members of such Person's board of directors or other governing body.

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

"Bank's Proportionate Share" means the Bank's undivided participating interest in the Loan which shall be equal to Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00).

"Base Rate" means the base commercial rate of interest established from time to time by Bank. The Base Rate existing as of the date hereof is four percent (4.00%) per annum.

"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 be calculated each July 1, January 1, April 1 and October 1. The Borrowing Base will be an amount not to exceed the Borrower's Adjusted Loan Amount or $80,000,000.00 whichever is less.

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

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

"Capitalized Value" and "Capitalized Value (Total)" shall mean the total of (a), (b) and (c):

(a) with respect to Non-Mall Projects, an amount, calculated as of any period, equal to the quotient of (i) the sum of (A) Borrower's Funds From Operations during the most recent quarter end (not including Funds from Operations from Mall Projects), minus (B) Net Operating Income (loss) from any Newly Acquired Property acquired during the quarter (not including Mall Projects), minus (C) preferred dividends paid by Borrower, plus (D) the Interest Expense (not including Interest Expense from Mall Projects) used in calculating Borrower's Funds From Operations pursuant to clause (A) above (all annualized) and (ii) 9.75%.

(b) with respect to Mall Projects, an amount, calculated as of any period, equal to the quotient of (i) the sum of (A) Borrower's Funds From Operations during the most recent quarter end (from Mall Projects only), minus (B) Net Operating Income (loss) from any Newly Acquired Property acquired during the quarter (from Mall Projects only), plus (C) the Interest Expense (from Mall Projects only) used in calculating Borrower's Funds From Operations pursuant to clause (A) above (all annualized) and (ii) 8.25%.

(c) plus for that period the book value of any Newly Acquired Property acquired during the quarter, evidenced by the supporting financial information to be furnished by the Borrower pursuant to Section 6.5(d) hereof.

"CBL Holdings I" means CBL Holdings I, Inc., a Delaware corporation and the sole general partner of Borrower.

"CBL Holdings II" means CBL Holdings II, Inc., a Delaware corporation and a limited partner of Borrower.

"CBL Management, Inc." means CBL & Associates Management, Inc., a Delaware corporation.

"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, Lakeshore/Sebring Limited Partnership, Vicksburg Mall Associates, Ltd., The Lakes Mall, LLC and Towne Mall and/or any other entity related to or owned by Borrower and/or CBL & Associates Properties, Inc. and/or CBL Holdings I, Inc. in favor of Bank covering their interest in the properties described in Exhibit "A," attached hereto and made a part hereof.

"CBL Properties, Inc." 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.

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

"Consolidated" means, as to any calculation hereunder, that such calculation shall be made on a consolidated basis for Borrower, CBL Holdings, CBL Properties, Inc. and CBL Management, Inc., with each such calculation being made, (a) in respect of Borrower, on a consolidated basis for Borrower and its Subsidiaries, (b) in respect of CBL Holdings, on a consolidated basis for CBL Holdings and its Subsidiaries, (c) in respect of CBL Properties, Inc., on a consolidated basis for CBL Properties, Inc. and its Subsidiaries, and (d) in respect of CBL Management, Inc., on a consolidated basis for CBL Management, Inc. and its Subsidiaries.

"Contingent Obligations" means, for any Person, any material commitment, undertaking, Guarantee or material obligation constituting a continuing liability under GAAP, but only to the extent the same are required to be reflected on such Persons' audited financial statements.

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

"Debt Coverage Ratio" shall mean, as of any date the same is calculated, the ratio of (a) EBITDA for the fiscal quarter ending on or most recently ended prior to such date to (b) Debt Service during such fiscal quarter, in each case calculated on a Consolidated basis in accordance with GAAP.

"Debt Service" means, for any period, on a consolidated basis, with respect to Borrower, CBL Properties, Inc., and their respective Subsidiaries for any period, the sum of (a) Interest Expense of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (b) regularly scheduled principal payments on consolidated Indebtedness of Borrower, CBL Properties, Inc. and their respective Subsidiaries during such period. For purposes of this definition, unscheduled voluntary principal payments, voluntary prepayments and final balloon payments are excluded from determining regularly scheduled principal payments. For purposes of this definition, a voluntary prepayment of Indebtedness shall not constitute a regularly scheduled principal payment even if, under the terms of the agreement governing such Indebtedness, the notice of prepayment has the effect of causing the amount of the prepayment to become due and payable on the date set for such notice of such prepayment.

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

"EBITDA" means, for any period, the sum of (i) consolidated Net Income of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (ii) depreciation and amortization expense for consolidated Property of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (iii) depreciation and amortization expense related to the earnings of Unconsolidated Affiliates of Borrower, CBL Properties, Inc. and their respective Subsidiaries, plus (iv) Interest Expense for consolidated Property of Borrower, CBL Properties, Inc. and their respective Subsidiaries for such period, plus (vi) Interest Expense related to the earnings of Unconsolidated Affiliates of Borrower, CBL Properties, Inc. and their respective Subsidiaries, plus (vi) earnings attributable to any minority ownership interest in the operating partnership, i.e., the Borrower, plus (vii) loss on

extinguishment of debt, or minus gain on extinguishment of debt, plus (viii) income tax expense in respect of such period, plus (ix) extraordinary losses (and any unusual losses arising in or outside the ordinary course of business of Borrower, CBL Properties, Inc. and their respective Subsidiaries not included in extraordinary losses determined in accordance with GAAP that have been reflected in the determination of Net Income) for such period, or minus extraordinary gains of Borrower, CBL Properties, Inc. and their respective Subsidiaries (and any unusual gains arising in or outside the ordinary course of business of Borrower, CBL Properties, Inc. or such respective Subsidiaries not included in extraordinary gains determined in accordance with GAAP that have been reflected in the determination of Net Income) for such period, plus (x) expenses (not to exceed $1,000,000.00) related to write-off of development costs concerning abandoned projects, determined in each case on a Consolidated basis in accordance with GAAP. Notwithstanding any language above to the contrary, all determinations of EBITDA shall be made without duplication and all calculations relative to unconsolidated properties or affiliates shall only include Borrower's, CBL Properties, Inc.'s and their respective Subsidiaries' pro rata portion thereof.

"Effective Date," which definition is used and only applies within
Section 7.9 hereof, means the date the Credit Agreement became effective in accordance with Section 4.1 thereof.

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

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

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

"GAAP" shall mean generally accepted accounting principles applied on a basis consistent with those which are to be used in making the calculations for purposes of determining compliance with this Loan Agreement. All calculations made for the purposes of determining compliance with this Loan Agreement shall (except as may be otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in preparation of the annual and quarterly financial statements of CBL Properties, Inc. furnished to the SEC.

"Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (ii) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against losses in respect thereof (in whole or in part), provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

"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" shall mean, as applied to any Person at any time, without duplication (a) all indebtedness, obligations or other liabilities of such Person (i) for borrowed money or evidenced by debt securities, debentures, acceptances, notes or other similar instruments, and any accrued interest, fees and charges relating thereto; (ii) with respect to letters of credit issued for such Person's account; (iii) under agreements for the prospective purchase or repurchase of assets other than obligations arising under unexercised option agreements; (iv) to make future investments in any Person; (v) to pay the deferred purchase price of property or services previously purchased or rendered, except unsecured trade accounts payable and accrued expenses required to be capitalized in accordance with GAAP; (b) all indebtedness, obligations or other liabilities of such Person or others secured by a Lien on any asset of such Person, whether or not such Person is otherwise obligated on such indebtedness, obligations or liabilities or such indebtedness, obligations or liabilities are assumed by such Person, all as of such time; (c) all indebtedness, obligations or other liabilities of such Person in respect of any foreign exchange contract or any interest rate swap, cap or collar agreement or similar arrangement, net of liabilities owed to such Person by the counterparties thereon; (d) all shares of Capital Stock or equivalent ownership interest subject (upon the occurrence of any contingency or otherwise) to mandatory redemption prior to the date the Loan is scheduled to be repaid in full; (e) obligations of others to the extent Guaranteed by such Person or to the extent such Person is otherwise liable on a recourse basis; and (f) such Person's pro rata share of non-recourse Indebtedness of a partnership in which such Person is a partner (it being understood that the remaining portion of such non-recourse partnership Indebtedness shall not constitute Indebtedness of such Person).

"Interest Coverage Ratio" means, as of any date the same is calculated, the ratio of (a) EBITDA for the fiscal quarter ending on or most recently ended prior to such date to (b) Interest Expense for such fiscal quarter, determined in each case on a Consolidated basis in accordance with GAAP.

"Interest Expense" means, for any Person for any period, total interest expense on Indebtedness of such Person, whether paid or accrued, but without

duplication (including the interest component of capital leases), including, without limitation, (a) all commissions, discounts and other fees and charges owed with respect to letters of credit, to the extent they are not capitalized, and (b) one hundred percent (100%) of any interest expense paid, or any other Person for which such Person is wholly or partially liable (whether by Guarantee, pursuant to Applicable Law or otherwise) but excluding (i) interest on Reserved Construction Loan and (ii) swap or other interest hedging breakage costs, all as determined in conformity with GAAP.

"Investment" in any Person shall mean any investment, whether by means of share purchase, loan, advance, extension of credit, capital contribution or otherwise, in or to such Person, the Guarantee of any Indebtedness of such Person, or the subordination of any claim against such Person to other Indebtedness of such Person.

"Lakeshore Note" means the promissory note from Lakeshore in the original principal sum of $34,600,000.00 payable to the order of Wells Fargo, later assigned by Wells Fargo to Shopping Center Finance Corp., and later assigned by Shopping Center Finance Corp. to the Bank, such Promissory Note being now for the principal sum of $20,400,000.00, as amended, renewed, or replaced from time to time, but it does not include the Renewal of Promissory Note dated December 6, 1994 to be effective April 1, 1994.

"Lakeshore Mortgage" means the Florida Mortgage from Lakeshore/Sebring Limited Partnership in favor of Wells Fargo later assigned to Shopping Center Finance Corp. and subsequently assigned to the Bank, as amended from time to time.

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

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

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

"Lien" means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest or lien arising from a deed of trust, mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes, and including but not limited to reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property.

"Loan" means the Revolving Credit Loan from the Bank to the Borrower, including the Lakeshore Note and Lakes Mall Note which were purchased by the Bank.

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

"Mall Projects" means the real estate and improvement owned by the Borrower and/or it Affiliates that is in the form of an enclosed regional retail shopping mall that includes two (2) or more anchor stores.

"Management Fee" means four percent (4%) of all base and percentage rent earned by the Borrower from Non-Mall Projects for the period in question, plus three percent (3%) of all base and percentage rent earned by the Borrower for Mall Projects for the period in question.

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

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

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

"Net Income" means, with respect to Borrower, CBL Properties, Inc., and their respective Subsidiaries for any period, net earnings (or loss) after deducting therefrom all operating expenses, income taxes and reserves and net earnings (or loss) attributable to minority interests in Subsidiaries for the period in question, determined in each case on a Consolidated basis in accordance with GAAP. Without limiting the generality of the foregoing, earnings (or losses) from the sale of outparcels in the ordinary course of business shall be included in determining Net Income.

"Net Operating Income" means, for any Property for the period in question (a) total revenues received, minus (b) total cash expenses (including management fees) before interest, depreciation, amortization and items capitalized under GAAP.

"Net Worth" means, with respect to Borrower, CBL Properties, Inc. and their Subsidiaries as of any date, the sum of (a) total assets, minus (b) total liabilities, plus (c) accumulated depreciation, plus (d) without duplication, any minority ownership interest in the operating partnership, i.e., the Borrower, minus (e) all intangible assets, determined on a Consolidated basis in accordance with GAAP.

"Non-Mall Projects" means the real estate and improvements owned by the Borrower and/or it Affiliates that is in the form of a retail shopping center that is not a Mall Project.

"Note" means the Revolving Credit Notes executed by the Borrower to the Bank in the original principal sums of Ten Million Six Hundred Thousand Dollars ($10,600,000.00) (the "$10,600,000.00 Note") and Ten Million Nine Hundred

Thousand and No/100 Dollars ($10,900,000.00) (the "$10,900,000.00 Note"), respectively, the Lakeshore Note and the Lakes Mall Note, as such note or notes may be modified, renewed or extended from time to time; and any other note or notes executed at any time to evidence the indebtedness under this Loan Agreement, in whole or in part, and any renewals, modifications and extensions thereof, in whole or in part.

"Participant" means KeyBank National Association, Compass Bank and AmSouth Bank, of Tennessee their successors and assigns, and any other participants in the Loan.

"Participant's Proportionate Share (AmSouth)" means AmSouth Bank's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00) divided by Eighty Million Dollars ($80,000,000.00).

"Participant's Proportionate Share (KeyBank)" means KeyBank's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00) divided by Eighty Million Dollars ($80,000,000.00).

"Participant's Proportionate Share (Compass)" means Compass Bank's, (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which shall be equal to Twelve Million Five Hundred Thousand and NO/100 Dollars ($12,500,000.00) divided by Eighty Million Dollars ($80,000,000.00).

"Participants' Proportionate Share" means Participant's Proportionate Share (KeyBank), Participant's Proportionate Share (Compass) and Participant's Proportionate Share (AmSouth).

"Participation Agreement" means that certain Participation Agreement entered into of even date herewith among Bank, KeyBank National Association, Compass Bank, AmSouth Bank of Tennessee and/or any other participants in the Loan, as amended from time to time.

"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;

(d) 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;

(e) 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;

(f) 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;

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

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

"Person" means an individual, partnership, corporation, trust, unincorporated organization, association, joint venture or a government or agency or political subdivision thereof.

"Project" or "Projects," which definition is used and only applies within Section 7.9 hereof, means the real estate projects owned by Borrower, a Wholly Owned Subsidiary of Borrower, a Subpartnership or, to the extent approved by the Bank, any other Person. "Project" shall also mean any one of the Projects. The capitalized terms used in this definition shall have the same meaning as provided in the Credit Agreement.

"Property" means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

"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.

"Reserved Construction Loan" shall have the meaning shown in Section
7.7. hereof.

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

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

"Revolving Credit Note" means the Notes as described in Section 2.3 hereof and the Lakeshore Note and the Lakes Mall Note.

"SEC" shall mean the United States Securities and Exchange Commission.

"Subsidiary" shall mean, as to any Person, any other Person, more than fifty percent (50%) of the outstanding shares of Capital Stock, partnership interest or other ownership interest, having ordinary voting power to elect a majority of the board of directors or similar governing body of such other Person (irrespective of whether or not at the time stock or other ownership interests of any other class or classes of such other Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or by one or more "Subsidiaries" of such Person, and whose financial reports are prepared on a consolidated basis with such Person. "Wholly Owned Subsidiary" shall mean any

such Person of which all of the shares of Capital Stock or ownership interests (other than, in the case of a corporation, directors' qualifying shares) are so owned or controlled. For purposes of this Loan Agreement CBL Management, Inc. shall be deemed to be a Subsidiary of Borrower.

"Termination Date of Revolving Credit Loan" shall mean the earlier of
(a) June 1, 2006, or in the event that the Bank and Borrower shall hereafter mutually agree in writing that the Revolving Credit Loan and the Bank's commitment hereunder shall be extended to another date, such other date mutually agreed upon between Bank and Borrower to which the Bank's commitment shall have been extended, or (b) the date as of which Borrower shall have terminated the Bank's commitment under the provisions of Section 2.5 hereof.

"Term Out Amount" means the then outstanding principal balance of the Loan due and owing the Bank under the Note, if the Bank elects not to extend the existing Maturity Date and the Borrower elects to cap the line of credit as provided in the Note.

"Total Obligations" means, as of any date, the sum (without duplication) of (a) the Indebtedness of Borrower, CBL Properties, Inc. and their respective Subsidiaries (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof); plus (b) the aggregate amount of Contingent Obligations of Borrower, CBL Properties, Inc. and their respective Subsidiaries in respect of Indebtedness (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof); plus (c) Borrower's, CBL Properties, Inc's or their respective Subsidiaries' proportionate share of Indebtedness (other than Indebtedness described in clauses (a)(iii) and (a)(iv) of the definition thereof) of any Unconsolidated Affiliate, whether or not Borrower, CBL Properties, Inc. or such Subsidiary is obligated on such Indebtedness; plus (d) all other amounts which would be classified as a liability on the consolidated balance sheets of Borrower or CBL Properties, Inc., determined in each case on a Consolidated basis in accordance with GAAP, minus (e) accrued interest; provided however Total Obligations shall not include the items included in the line item "Accounts Payable and Accrued Liabilities" under the category of "Liabilities and Shareholder's Equity" in the Consolidated Balance Sheets included in CBL Properties, Inc.'s Form 10-Q or Form 10-K (or their equivalent) filed with the Securities and Exchange Commission (or any governmental authority substituted therefor).

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

"Unconsolidated Affiliate" shall mean, in respect of 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.

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

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

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

2.1 The Commitment. Subject to the terms and conditions herein set out, Bank agrees and commits to make loan advances to and issue letters of credit for the account of the Borrower, Lakeshore and Lakes Mall from time to time, from the Closing Date until the Termination Date of Revolving Credit Loan, in an aggregate principal amount not to exceed, at any one time outstanding, the lesser of (a) Eighty Million Dollars ($80,000,000.00) minus the sum, if any, applicable under the provisions of Section 2.8 hereof; or (b) the Borrower's Borrowing Base, as defined in Section 1.

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

2.3 The Note and Interest. The Revolving Credit Loan shall be evidenced by two
(2) promissory notes of the Borrower, one (1) promissory note of Lakeshore and one (1) promissory note of Lakes Mall, each payable to the order of the Bank in the aggregate principal amount of Eighty Million Dollars ($80,000,000.00), in form substantially the same as the copy of the Revolving Credit Note, the Lakeshore Note and the Lakes Mall Note, attached hereto as Exhibit "C." The entire principal amount of the Loan shall be due and payable on the Termination Date of Revolving Credit Loan. The unpaid principal balances of the Revolving Credit Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances (calculated on the basis of a year of 365 or 366 days as is appropriate) at a rate per annum as specified in the Note. Said interest shall be payable monthly on the first day of each month after the Closing Date, commencing July 1, 2004. The Bank shall mail to the Borrower a billing notice at least ten (10) days prior thereto setting forth the payment amount next due, but any failure to send such notice shall not relieve the Borrower, Lakeshore or Lakes Mall of the obligation to pay accrued interest. The final installment of interest, together with the entire outstanding principal balance of the Revolving Credit Loan, shall be due and payable on the Termination Date of Revolving Credit Loan. The first selection of the one (1) month, three (3) months, six (6) months or, if funds are available in the interbank eurodollar market, twelve (12) months LIBOR Rate shall be made by the Borrower, Lakeshore and Lakes Mall (but the rate selected by Lakeshore and Lakes Mall must always be the same as the rate selected by the Borrower) on or prior to the date of the Note and each selection thereafter shall be made at least three (3) Business Days prior to the end of the then applicable interest rate period. Neither the Borrower, Lakeshore nor Lakes Mall may ever select a rate period which exceeds the Termination Date of the Revolving Credit Loan. In the event funding at the LIBOR Rate is not available as a matter of law, funding to the extent allowed

hereunder shall be at the Base Rate minus one and one half percent (1 1/2%).

2.4 Commitment Fee/Servicing Fee. On the Closing Date, the Borrower, Lakeshore and Lakes Mall agree to pay to the Bank (in addition to the commitment fees it has previously paid) an additional commitment/extension fee of One Hundred Sixty Thousand and NO/100 Dollars ($160,000.00). In addition to the commitment/extension fee, on each November 2 hereafter, the Borrower shall pay to the Bank a servicing fee in the amount of Twenty Four Thousand and NO/100 Dollars ($24,000.00) for the Bank's services in connection with administering the Loan participation with the Participants. The servicing fee shall belong solely to the Bank and the Participants shall have no interest therein. Borrower , Lakeshore and Lakes Mall agree that the commitment fees and servicing fee are fair and reasonable considering the condition of the money market, the creditworthiness of Borrower, the interest rate to be paid, and the nature of the security for the Loan. In the event that Borrower, Lakeshore and Lakes Mall and Bank shall hereafter mutually agree to extend the term of the Bank's commitment hereunder, they may also agree at that time as to an additional commitment fee, if any, to be paid for such further commitment by the Bank, but not to exceed the maximum permitted by applicable law.

2.5 Borrowings under, Prepayments or Termination of the Revolving Credit Loan. The Borrower may, at its option, from time to time, subject to the terms and conditions hereof including Section 2.8 hereof, without penalty, borrow, repay and reborrow amounts under the Note, the Lakeshore Note and the Lakes Mall Note, and principal payments received shall be applied by the Bank to the Revolving Credit Note, the Lakeshore Note and the Lakes Mall Note all in such order and amounts as the Bank deems appropriate in its sole discretion. Neither the Borrower nor Lakeshore shall be permitted to borrow, repay and reborrow up to the principal amounts of the Lakeshore Note unless documentary stamps tax and intangibles tax, required by law to be paid, has been paid on the amounts readvanced and unless the Bank has a first in priority mortgage on the Florida property owned by Lakeshore securing the Lakeshore Note. Neither the Borrower nor Lakes Mall shall be permitted to borrow, repay and reborrow up to the principal amounts of the Lakes Mall Note unless documentary stamps tax and intangibles tax, required by law to be paid, has been paid on the amounts readvanced and unless the Bank has a first in priority mortgage on the Michigan property owned by Lakes Mall securing the Lakes Mall Note.

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

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

2.7 Secondary Financing by CBL Properties, Inc. CBL Properties, Inc. was formerly the general partner of the Borrower. It is also a real estate

investment trust. In the event CBL Properties, Inc. does any additional offering of its securities, if required by the Bank, it will apply no less than 75% net of expenses of the monies received from such offering for the benefit of the Borrower and will not use that percentage of funds so received to capitalize or otherwise fund any other new partnerships or entities that are not affiliates of the Borrower or Lakeshore or Lakes Mall.

2.8 Cap On Loan. Notwithstanding anything contained in this Loan Agreement to the contrary, if at any time the Bank does not have a first-in-priority lien on the property described in the Lakeshore Mortgage up to the sum of Thirty One Million Dollars ($31,000,000.00) the Loan shall be capped at Forty Nine Million Dollars ($49,000,000.00).

2.9 Issuance of Letters of Credit. To the extent that letters of credit are requested by the Borrower to be issued in connection with the Loan, the Borrower agrees to execute and deliver to the Bank any documents reasonably requested by the Bank related to the issuance of the letters of credit, including but not limited to the Bank's standard form of reimbursement agreement.

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

3.1 Required Repayments. In the event that the outstanding aggregate principal balance of the Revolving Credit Loan shall at any time exceed the Borrowing Base, upon discovery of the existence of such excess borrowings, the Borrower shall, within one hundred twenty (120) days from the date of such discovery, make a principal payment which will reduce the outstanding principal balance of the Revolving Credit Loan to an amount which does not exceed the Borrowing Base and/or at Borrower's option provide the Bank with additional collateral for the Revolving Credit Loan of a value and type reasonably satisfactory to the Bank which additional collateral shall be at a minimum sufficient to secure the then outstanding balance of the Loan (after credit for any principal reduction payment received from Borrower, if any), and if Borrower intends to request additional advances under the Loan, the additional collateral shall include collateral, deemed sufficient in the Bank's discretion, to secure the Eighty Million Dollars ($80,000,000.00) credit line limitation, thereafter permitting Borrower to obtain additional advances in the manner and to the extent provided under the terms of this Loan Agreement.

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

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

3.3 Payment on Non-Business Days. Whenever any payment of principal, interest or fees to be made on the indebtednesses evidenced by the Note shall fall due on a

Saturday, Sunday or public holiday under the laws of the State of Tennessee, such payment shall be made on the next succeeding Business Day.

SECTION 4: CONDITIONS OF LENDING

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

(a) This Loan Agreement.

(b) The Note, the Lakeshore Note and the Lakes Mall Note.

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

(e) Certified copy of Borrower's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously received.

(f) Certified corporate resolutions of Borrower's general partner, and certificate(s) of existence for Borrower's general partner from the state of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partner.

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

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

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

(j) Current surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public

records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate.

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

(l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan.

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

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

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

(b) The Borrower and all Related Entities shall not be in default of any of the terms and provisions hereof or of any instrument or document now or at any time hereafter evidencing or securing all or any part of the Revolving Credit Loan indebtednesses. Each of the Warranties and Representations of the Borrower, Lakeshore and Lakes Mall, as set out in Section 5 hereof shall remain true and correct in all material respects as of the date of such Loan advance.

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

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

SECTION 5: REPRESENTATIONS AND WARRANTIES

Borrower, Lakeshore and Lakes Mall represent and warrant that:

5.1 Partnership/Limited Liability Company Status. The Borrower is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; it has the power and authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. Lakeshore is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Florida; 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. Lakeshore is a wholly owned subsidiary of the Borrower. Lakes Mall is a limited liability company duly organized, validly

existing and in good standing under the laws of the State of Michigan; it has the authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. Lakes Mall is a ninety percent (90%) owned subsidiary of the Borrower.

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

5.3 Financial Condition.

(a) (i) The Borrower's Consolidated balance sheets (which includes Lakeshore and Lakes Mall) for the fiscal year ended as of December 31, 2003, and the related Consolidated statements of operations and Consolidated statements of cash flows for the year then ended filed with the SEC in the Forms 10-Q and 10-K, and (ii) the unaudited interim Consolidated balance sheet of Borrower, Lakeshore and Lakes Mall for _____________, 200__ and the related Consolidated statements of operations and Consolidated statements of cash flows for the period then ended, a copy of each of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Borrower, Lakeshore and Lakes Mall as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(b) Since March 31, 2004, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Borrower, Lakeshore and/or Lakes Mall.

(c) (i) The audited balance sheet of CBL Properties, Inc. for the fiscal year ended on December 31, 2003, the unaudited balance sheet of CBL Properties, Inc. for the period ended March 31, 2004, and the related statements of operations and of cash flows for the year ended 2003 and the period ended March 31, 2004, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of CBL Properties, Inc. as

at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(d) Since March 31, 2004, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of CBL Properties, Inc.

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

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

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

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

5.7 Contracts or Restrictions. In Borrower's, Lakeshore's and Lakes Mall's opinions, Borrower, Lakeshore, Lakes Mall and the Related Entities are not a party to any agreement or instrument or subject to any partnership agreement or limited liability company or corporate restrictions adversely affecting its business, properties or assets, operations or condition (financial or otherwise) other than this Loan Agreement, other bank loan or property partnership agreements that contain certain restrictive covenants or other agreements entered into in the ordinary course of business.

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

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

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

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

5.12 Ownership of Borrower. As of the date hereof, CBL Holdings I owns an approximate 1.68% general partner interest in the Borrower and CBL Holdings II owns a 52.3% limited partner interest in the Borrower. As of the date hereof, CBL Properties, Inc. 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 its affiliates, officers and key employees own an approximate 15.68% limited partner interest in the Borrower. As of the date hereof, CBL Management, Inc. owns no interest in the Borrower. As of the date hereof, Richard E. Jacobs Group, Inc. owns an approximate 21.41% limited partner interest in the Borrower and other investors own an approximate 8.93% limited partner interest in the Borrower The Borrower has no other general partners. As of the date hereof the Borrower and its Affiliates own 100% of the partnership interests in Lakeshore and Towne Mall and 90% of the limited liability company interests of Lakes Mall.

5.13 Outstanding Balance on Lakeshore Note. As of the date hereof, the outstanding unpaid principal balance of the Lakeshore Note is $20,400,000.00 and the undisbursed amount of the Lakeshore Note is $-0- and no defenses or offsets exist against the holder of the Lakeshore Note or otherwise.

5.14 Outstanding Balance on Lakes Mall Note. As of the date hereof, the outstanding unpaid principal balance of the Lakes Mall Note is $31,987,082.34 and the undisbursed amount of the Lakes Mall Note is $-0- and no defenses or offsets exist against the holder of the Lakes Mall Note or otherwise.

SECTION 6: AFFIRMATIVE COVENANTS OF BORROWER, LAKESHORE AND LAKES MALL

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

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

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

6.3 Insurance.

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

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

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

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

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

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

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

6.5 Financial Reports and Other Data. Furnish to the Bank as soon as available:
(a) and in any event within ninety (90) days after the end of each fiscal year of Borrower, an unqualified audit as of the close of such fiscal year of Borrower, including a Consolidated balance sheet and Consolidated statements of operations and Consolidated statements of cash flows together with the unqualified audit report and opinion of Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Bank, showing the financial condition of Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, (i) Consolidated financial statements

similar to those described above for Borrower and for CBL Properties, Inc., not audited but certified by the Chief Executive Officer and the Chief Financial Officer or Controller of Borrower and CBL Properties, Inc., as the case may be, such balance sheets to be as of the end of such quarter and such Consolidated statements of operations and Consolidated statements of cash flows to be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and year-end adjustment and the preparation of required footnotes; and (ii) a Non-Default Certificate in the form prescribed on Exhibit "E" attached hereto and made a part hereof; and, (c) within forty-five (45) days after the end of each fiscal quarter, rent rolls and operating statements related to the properties described in the CBL Mortgage; and, (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial calculation provided for in this Loan Agreement, certification, in a form acceptable to Bank, of the purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and CBL Properties, Inc., as the case may be, such rent roll and statement of income and expense to be for the twelve (12) month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of such quarter, as the case may be.

6.6 Additional Information. Furnish such other information regarding the operations, business affairs and financial condition of the Borrower and all Related Entities as Bank may reasonably request, including but not limited to written confirmation of requests for loan advances, true and exact copies of its books of account and tax returns, and all information furnished to the owners of its partnership interests, or any governmental authority, and permit the copying of the same and Bank agrees that all such information shall be maintained in strict confidence. Provided, however, the Borrower, Lakeshore and Lakes Mall shall not be required to divulge the terms of other financing arrangements with other lending institutions if and to the extent Borrower, Lakeshore and/or Lakes Mall is prohibited by contractual agreement with such lending institutions from disclosing such information with the exception that Borrower, Lakeshore and Lakes Mall shall promptly notify Bank in writing of all defaults, if any, which exist beyond any applicable cure periods and the nature thereof, which occur in connection with such financing arrangements and which defaults or defaults would constitute an Event of Default hereunder. Borrower, Lakeshore and Lakes Mall shall not enter into any such contractual arrangement whereby the Borrower or Lakeshore or Lakes Mall is prohibited from disclosing such financial arrangements, without providing Bank with written notice of the nature of such prohibitions. In addition, Borrower, Lakeshore and Lakes Mall shall not enter into any such arrangement while any Event of Default hereunder exists beyond any applicable cure periods.

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

6.8 Environmental Laws. Maintain at all times all property described in the CBL Mortgage in compliance with all applicable Environmental Laws, and immediately

notify the Bank of any notice, action, lien or other similar action alleging either the location of any Hazardous Substances or the violation of any Environmental Laws with respect to any of such properties.

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

6.10 Minimum Net Worth. Borrower shall not permit Net Worth at any time to be less than an amount equal to $1,279,508,000 plus ninety percent (90%) of the net proceeds or value (whether cash, property or otherwise) received by CBL Properties, Inc. or Borrower from any issuance after the effective date of this Loan Agreement of any shares of Capital Stock of CBL Properties, Inc., any operating partnership units of Borrower or any shares of Capital Stock or other equity interest in any Subsidiary of Borrower.

6.11 Total Obligations to Capitalized Value. Maintain at all times (except as herein permitted) beginning on the Closing Date, a ratio of Total Obligations to Capitalized Value of not more than .65 to 1.00; provided however, as of the end of the Borrower's second (2nd) and fourth (4th) fiscal quarters, the Bank, in its sole discretion and consistent with trends in the real estate market, may adjust the Capitalized Value cap rates of 9.75% for Non- Mall Projects and 8.25% for Mall Projects. If the cap rate is adjusted by the Bank, the Borrower shall not be deemed out of compliance with any covenants affected by the adjustment until the end of the quarter following the effective date of the adjustment.

6.12 Appraisals. Deliver to the Bank upon the Bank's request, but no more frequently than once per every eighteen (18) month period, reappraisals of the property or properties described in the CBL Mortgage.

6.13 Interest Coverage Ratio. Borrower shall not permit, as of the last day of any fiscal quarter, the Interest Coverage Ratio to be less than 1.75 to 1.00.

6.14 Debt Coverage Ratio. Borrower shall not permit, as of the last day of any fiscal quarter of Borrower, the Debt Coverage Ratio to be less than 1.55 to 1.00.

6.15 Agreements regarding Lakeshore Note and Lakeshore Mortgage. So long as no Event of Default then exists or with notice or lapse of time would exist, upon the request of the Borrower, but in the Bank's discretion, the Bank shall sell to the Borrower and/or the Borrower's designated subsidiary, the Lakeshore Note and/or the Lakeshore Mortgage for the balance due under the Lakeshore Note plus accrued interest.

6.16 Agreements regarding Lakes Mall Note and Lakes Mall Mortgage. So long as no Event of Default then exists or with notice or lapse of time would exist, upon the request of the Borrower, but in the Bank's discretion, the Bank shall sell to the Borrower and/or the Borrower's designated subsidiary, the Lakes Mall Note and/or the Lakes Mall Mortgage for the balance due under the Lakes Mall Note plus accrued interest.

6.17 Notice of Event of Default. As soon as practicable, and in any event within two (2) Business Days after a senior officer of Borrower or any Subsidiary becomes aware of the existence of any condition or event which constitutes a default or Event of Default, the Borrower shall provide telephonic notice to the Bank specifying the nature and period of existence thereof, and, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto.

SECTION 7: NEGATIVE COVENANTS OF BORROWER, LAKESHORE AND LAKES MALL

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

7.1 Indebtedness. Incur, create, assume or permit to exist any indebtedness or liability, secured by any of the properties described in the CBL Mortgage, except, with respect to the Borrower only, for indebtedness, which is subordinate in all respects to the indebtedness evidenced by the Note, the Lakeshore Note and the Lakes Mall Note 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.

7.2 Mortgages, Liens, Etc. Create, assume or suffer to exist any mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of the properties subject to the CBL Mortgage except:

(a) Liens in favor of the Bank securing payment of the Note and/or the Lakeshore Note and/or the Lakes Mall Note;

(b) Existing liens securing indebtednesses permitted under Section 7.1 above;

(c) Permitted Encumbrances (as defined at Section 1); and

(d) Liens securing indebtedness permitted under Section 7.1 above.

7.3 Sale of Assets. Sell, lease, convert, transfer or dispose of (other than in the normal course of business) all or a substantial part of its assets for less than book value or for less than fair market value, or, sell, lease, convert, transfer or dispose of all or a substantial part of its assets, without the Bank's prior written consent, if GAAP book value or fair market value exceeds 20% of the GAAP book value of all of its assets at that time. In other words, the Borrower may sell its assets without the Bank's consent so long as such sale is not more than 20% of the book value of all of its assets.

7.4 Consolidation or Merger; Acquisition of Assets. Enter into any transaction of merger or consolidation, acquire any other business or corporation, or

acquire all or substantially all of the property or assets of any other Person unless the Borrower and/or its general partner shall be the surviving entities.

7.5 Partnership Distributions and Other Payments. Except as hereinafter provided, declare or pay, or set apart any funds for the payment of, any distributions on any partnership, limited liability or corporate interest in Borrower or any Related Entity or apply any of its funds, properties, or assets to or set apart any funds, properties or assets for, the purchase or other retirement of or make any other distribution (whether by reduction of capital or otherwise) in respect of, any partnership, limited liability or corporate interest in Borrower or any Related Entity; or without the consent of Bank, pay any fee or other compensation of any nature to or for the benefit of CBL & Associates, Inc., CBL Holdings, and/or CBL Properties, Inc. and/or their affiliates, officers or key employees (the "Distributees"). Notwithstanding anything stated in the foregoing to the contrary, (a) Borrower may pay to such Distributees and its other partners quarterly distributions so long as such distributions do not exceed in the aggregate 95% of Funds from Operations and
(b) Borrower may pay any fee or other reasonable compensation of any nature to or for the benefit of (i) CBL Management, Inc., or (ii) any other Distributee, which payment has been made in the ordinary course of business and approved by the independent directors of CBL Holdings. Borrower may make a distribution from Loan proceeds but only once during any rolling twelve (12) month period and provided Borrower is not in default hereunder and such distribution will not create a default hereunder.

7.6 Loans to Officers and Employees. Permit or allow loans to officers and employees of Borrower or any Related Entity or holders of partnership interests in Borrower to exceed $500,000.00 in any one instance or $2,000,000.00 in the aggregate, provided that nothing in the foregoing shall be deemed to limit loans made in the ordinary course of business to CBL Properties Management, Inc.

7.7 Limitations on Floating Rate Indebtedness. Incur, assume or suffer to exist any outstanding indebtedness bearing interest at a variable rate that fluctuates during the scheduled life of such indebtedness (other than indebtedness under Reserved Construction Loans, as that term is defined hereinafter) in an aggregate principal amount in excess of twenty five percent (25%) of Borrower's Capitalized Value (Total) at any one time outstanding unless Borrower has obtained an interest rate swap, cap or collar agreement or similar arrangement with a recognized investment grade financial institution which prevents the all-in effective interest rate payable by Borrower with respect to the principal amount of such indebtedness in excess of twenty five percent (25%) of Borrower's Capitalized Value (Total) (including base rate, applicable margin and reserve and similar costs) from increasing above the rate set forth below with respect to such indebtedness:

Principal Amount in
Excess of twenty five percent
(25%) of Borrower's Capitalized Value (Total)               Interest Rate
---------------------------------------------               -------------

        Less than or equal
        to $50,000,000.00                                       8.5%
        Greater than
        $50,000,000.00 and
        less than or equal
        to $100,000,000.00                                      8.0%
        Greater than
        $100,000,000.00 and
        less than or equal
        to $150,000,000.00                                      7.5%
        Greater than
        $150,000,000.00                                         7.0%

For purposes of this Loan Agreement, "Reserved Construction Loan" shall mean a construction loan extended to Borrower or to a subsidiary of Borrower or to any Related Entity for the construction of a project in respect to which (a) neither any monetary or material non-monetary default nor any event of default exists; (b) interest on such loan has been accurately budgeted at the time the interest reserve account is established; (c) the amount of such budgeted interest has been (i) included in the principal amount of such loan and (ii) segregated into an interest reserve account (which shall include any arrangement whereby loan proceeds equal to such budgeted interest are reserved and only disbursed to make interest payments with respect to such loan until the project opens); (d) absent an event of default or a monetary or material non-monetary default, such interest can be paid out of such interest reserve account only for the purpose of making interest payments on such loan until the project opens;
(e) the amount held in such interest reserve account with respect to such loan, together with the net income, if any, from such project projected by the Bank in its reasonable judgment, will be sufficient, as reasonably determined by the Bank from time to time, to pay all interest expense on such loan until the date that the earnings before income, taxes, depreciation and amortization of the project being financed by such loan is anticipated to be sufficient to pay all interest expense on such loan; and (f) Borrower has delivered all certificates required by this Loan Agreement.

7.8 Limitations on Actions Against Bank and Participants. Take any action against:

(a) Bank, if any Participant fails or refuses to fund for the account of Borrower, Lakeshore and/or Lakes Mall or to Bank for the benefit of Borrower, Lakeshore and/or Lakes Mall, such Participant's respective Proportionate Share and such failure or refusal has not been caused by Bank's breach of this Loan Agreement; or

(b) any Participant, if Bank fails or refuses to fund for the account of Borrower, Lakeshore and/or Lakes Mall any Participant's Proportionate Share, to the extent such Participant's Proportionate Share has been received by Bank; or

(c) any Participant, if Bank fails or refuses to fund for the account of Borrower, Lakeshore and/or Lakes Mall Bank's Proportionate Share and such failure has not been caused by such Participant's breach of this Loan Agreement or the Participation Agreement. Borrower's, Lakeshore's and Lake Mall's cause of action under this Loan Agreement, if any, for failure to fund being directly against the lender which fails or refuses to fund, and then only if such failure or refusal to fund would constitute a breach of this Loan Agreement.

7.9 Investment Concentration.

(a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net Worth:

(i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net Worth;

(ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard, Chattanooga, Tennessee and a small office building located at Richland Mall in Waco, Texas) exceeds ten percent (10%) of Net Worth;

(iii)Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth;

(iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k;

(v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (i) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (ii) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth.

(b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.

SECTION 8: EVENTS OF DEFAULT

An "Event of Default" shall exist if any of the following shall occur:

8.1 Payment of Principal, Interest to Bank. The Borrower, Lakeshore and/or Lakes Mall defaults in the payment as and when due of principal or interest on any Note, the Lakeshore Note or the Lakes Mall Note or any fees due under this Loan Agreement which default shall continue for more than ten (10) days following mailing of notice from Bank to Borrower, Lakeshore and/or Lakes Mall thereof; or the Borrower, Lakeshore and/or Lakes Mall defaults in the payment when due of any other recourse indebtednesses, liabilities, or obligations to the Bank beyond the expiration of any applicable notice and cure period, whether now existing or hereafter created or arising; direct or indirect, absolute or contingent; or

8.2 Payment of Obligations to Others. The Borrower, Lakeshore, Lakes Mall or any Related Entity defaults in the payment as and when due of any other recourse indebtedness or obligation for borrowed money owed to a lender other than Bank, but only if the effect of such default causes the holder of any other recourse indebtedness or obligation (after expiration of any applicable cure period) to accelerate the maturity of such indebtedness or obligation prior to the stated maturity date of such indebtedness or obligation; provided however, the Borrower, Lakeshore, Lakes Mall and the Related Entity will not be considered in default hereunder if: (a) the monetary payment default is less than One Million Dollars ($1,000,000.00) and is not a failure to pay a regular monthly, quarterly or other periodic installment payment of principal and/or interest or interest only, as the case may be, on the due date [subject to any applicable grace or cure period and specifically excluding any regularly scheduled balloon payment not paid in full within sixty (60) days of the actual due date of the balloon payment unless the lender has issued a notice of default with respect to such balloon payment] or (b) such default is being contested by the Borrower, Lakeshore, Lakes Mall or the Related Entity in good faith through appropriate proceedings reasonably acceptable to Bank; or

8.3 Performance of Obligations to Bank. The Borrower, Lakeshore, Lakes Mall or any Related Entity defaults with respect to the performance of any non-monetary obligation incurred in connection with the Loan and such default continues for more than thirty (30) days following mailing of notice thereof from Bank to Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, or, if such default is incapable of cure within such thirty (30) day period, Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be,

fails to diligently, continuously and in good faith pursue such cure to completion; or the Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, defaults with respect to the performance of any other non-monetary obligation incurred in connection with any recourse indebtedness for borrowed money owed to the Bank an such default continues for more thirty
(30) days following mailing of notice thereof from Bank to Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, or, if such default is incapable of cure within such thirty (30) day period, Borrower, Lakeshore, Lakes Mall and/or the Related Entity fails to diligently, continuously and in good faith pursue such cure to completion; or

8.4 Performance of Obligations to Others. An event of default occurs with respect to the performance of non-monetary obligations incurred in connection with any recourse indebtedness for borrowed money owed to a lender other than Bank, provided the default has not been waived by such lender or the default has not been cured within the applicable cure period; provided further however, if such lender's declaration of default is being continuously and diligently contested by the Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, in good faith through appropriate proceedings reasonably acceptable to Bank, such default shall not constitute a default hereunder; or

8.5 Representation or Warranty. Any representation or warranty made by the Borrower, Lakeshore and/or Lakes Mall herein, or in any report, certificate, financial statement or other writing furnished in connection with or pursuant to this Loan Agreement shall prove to be false, misleading or incomplete in any substantial material respect on the date as of which made; or

8.6 Bankruptcy, Etc. The Borrower or Lakeshore or Lakes Mall or CBL Holdings or CBL Properties, Inc. 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 Lakeshore or Lakes Mall or CBL Holdings or CBL Properties, Inc. or any Related Entity, in which an order for relief is entered against Borrower or Lakeshore or Lakes Mall or CBL Holdings or CBL Properties, Inc. which remains undismissed for a period of ninety (90) days or more; or Borrower or Lakeshore or CBL Holdings or CBL Properties, Inc. or any Related Entity by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or

8.7 Concealment of Property, Etc. The Borrower, Lakeshore, Lakes Mall, any Related Entity, or CBL Holdings or CBL Properties, Inc. shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its or his creditors or any of them, or made or suffered a transfer of any of its property which shall constitute a fraudulent act under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall

have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof; or

8.8 Management Change. Management of the Borrower shall, for a period of one hundred eighty (180) consecutive days, cease to be in at least two of the following persons: (a) Charles B. Lebovitz, (b) John N. Foy, (c) Michael Lebovitz, (d) Stephen D. Lebovitz or (e) Ron Fullam, who shall be in an executive management position with Borrower or who shall be a senior vice president, executive vice president, senior executive vice president or president with Borrower's general partner; or

8.9 Change in Ownership. CBL & Associates, Inc., its affiliates, officers and key employees, CBL Holdings and CBL Properties, Inc. shall have through any means reduced their aggregate partnership interest in Borrower to less than fifteen percent (15%) of the aggregate of such partnership interests; or

8.10 Loan Documents Terminated or Void. This Loan Agreement, the Note, the Lakeshore Note, the Lakes Mall Note or any instrument securing the Note shall, at any time after their respective execution and delivery and for any reason, cease to be in full force and effect or shall be declared to be null and void; or the Borrower, Lakeshore, Lakes Mall and/or any Related Entity shall deny it has any or further liability under this Loan Agreement, the Note, the Lakeshore Note or the Lakes Mall Note, or under the CBL Mortgage; or

8.11 Covenants. The Borrower or any Related Entity defaults in the performance or observance of any covenant, agreement or undertaking on its part to be performed or observed, contained herein, in the CBL Mortgage or in any other instrument or document which now or hereafter evidences or secures all or any part of the loan indebtedness which default shall continue for more than thirty
(30) days following the mailing of notice from Bank to Borrower, Lakeshore, Lakes Mall and/or such Related Entity, as the case may be; or

8.12 Breach of Section 7.8 of this Loan Agreement. The Borrower, Lakeshore and/or Lakes Mall shall fail to observe or perform its obligations to the Bank, and/or any Participant under Section 7.8 of this Loan Agreement; or

8.13 Placement of Liens on Property. The Borrower or any Related Entity shall, without the prior written consent of the Bank, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, deed of trust, pledge, lien (statutory, constitutional or contractual), or security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the CBL Mortgage, with respect to the property described in any CBL Mortgage.

8.14 Remedy. Upon the occurrence of any Event of Default, as specified herein, the Bank shall, at its option, be relieved of any obligation to make further Revolving Credit Advances under this Loan Agreement; and the Bank may at its option charge interest on the outstanding indebtedness at the Default Rate; and the Bank may, at its option, thereupon declare the entire unpaid principal balances of the Note, the Lakeshore Note, and the Lakes Mall Note, all interest

accrued and unpaid thereon and all other amounts payable under this Loan Agreement to be immediately due and payable for all purposes, and may exercise all rights and remedies available to it under the CBL Mortgage, any other instrument or document which secures the Note, the Lakeshore Note and/or the Lakes Mall Note, or available at law or in equity. All such rights and remedies are cumulative and nonexclusive, and may be exercised by the Bank concurrently or sequentially, in such order as the Bank may choose.

SECTION 9: MISCELLANEOUS

9.1 Amendments. The provisions of this Loan Agreement, the Note, the Lakeshore Note, the Lakes Mall 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.

9.2 Notices. All notices and other communications provided for hereunder shall be in writing and shall be mailed, certified mail, return receipt requested, or delivered, if to the Borrower, Lakeshore and/or Lakes Mall, to it at c/o CBL & Associates Properties, Inc., CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000, Attention: President, with a copy to Charles Willett, Jr.; if to the Bank, to it at 701 Market Street, Chattanooga, Tennessee 37402, Attention: Gregory L. Cullum; or as to any such person at such other address as shall be designated by such person in a written notice to the other parties hereto complying as to delivery with the terms of this Section 9.2. All such notices and other communications shall be effective
(i) if mailed, when received or three (3) Business Days after mailing, whichever is earlier; or (ii) if delivered, upon delivery and receipt of an executed acknowledgment of receipt by the party to whom delivery is made. Notwithstanding the foregoing, the Bank shall not be required to send a copy of any notice or communication to Charles Willett, Jr. but the Bank will use good faith efforts to copy Charles Willett, Jr. on any such notices or communications via regular mail, fax or email.

9.3 No Waiver, Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Bank, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Waiver of any right, power, or privilege hereunder or under any instrument or document now or hereafter securing the indebtedness evidenced hereby or under any guaranty at any time given with respect thereto is a waiver only as to the specified item. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

9.4 Indemnification. Borrower, Lakeshore and Lakes Mall agree to indemnify Bank from and against any and all claims, losses and liabilities, including, without limitation, reasonable attorneys' fees, growing out of or resulting from this Loan Agreement (including, without limitation, enforcement of this Loan Agreement), except claims, losses or liabilities resulting solely and directly from Bank's gross negligence or willful misconduct or from Bank's violation of applicable banking rules and regulations. The indemnification provided for in this Section shall survive the payment in full of the loan. The Borrower agrees to indemnify the Bank and the Participants and to hold the Bank and the

Participants harmless from any loss or expense that such Bank or the Participants may sustain or incur as a consequence of a default by the Borrower in making any prepayment of or conversion from an advance bearing interest at the LIBOR Rate after the Borrower has given a notice thereof in accordance with the provisions of this Loan Agreement.

9.5 Survival of Agreements. All agreements, representations and warranties made herein shall survive the delivery of the Note. This Loan Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, except that the Borrower, Lakeshore and the Lakes Mall shall not have the right to assign its rights hereunder or any interest therein.

9.6 Governing Law. This Loan Agreement shall be governed and construed in accordance with the laws of the State of Tennessee; except (a) that the provisions hereof which relate to the payment of interest shall be governed by
(i) the laws of the United States or, (ii) the laws of the State of Tennessee, whichever permits the Bank to charge the higher rate, as more particularly set out in the Note, and (b) to the extent that the Liens in favor of the Bank, the perfection thereof, and the rights and remedies of the Bank with respect thereto, shall, under mandatory provisions of law, be governed by the laws of a state other than Tennessee.

9.7 Execution in Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

9.8 Terminology; Section Headings. All personal pronouns used in this Loan Agreement whether used in the masculine, feminine, or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. Section headings are for convenience only and neither limit nor amplify the provisions of this Loan Agreement.

9.9 Enforceability of Agreement. Should any one or more of the provisions of this Loan Agreement be determined to be illegal or unenforceable, all other provisions, nevertheless, shall remain effective and binding on the parties hereto.

9.10 Interest Limitations.

(a) The Loan and the Note, the Lakeshore Note and the Lakes Mall Note 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 the Note, the Lakeshore Note or the Lakes Mall Note.

(b) It is the intention of the Bank, the Borrower, Lakeshore and the Lakes Mall to comply strictly with applicable usury laws; and, accordingly, in no event and upon no contingency shall the Bank ever be entitled to receive, collect, or apply as interest any interest, fees, charges or other payments equivalent to interest, in excess of the maximum rate which the Bank may lawfully charge under applicable statutes and laws from time to time in effect; and in the event that the holder of the Note ever receives, collects, or applies as interest any such excess, such amount which, but for this provision, would be excessive interest, shall be applied to the reduction of the principal amount of the indebtedness thereby evidenced; and if the principal amount of the indebtedness evidenced thereby, and all lawful interest thereon, is paid in

full, any remaining excess shall forthwith be paid to the Borrower, Lakeshore and/or Lakes Mall or other party lawfully entitled thereto. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest rate which Bank may lawfully charge under applicable law from time to time in effect, the Borrower, Lakeshore and/or Lakes Mall and the Bank shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as a reasonable loan charge, rather than as interest. Any provision hereof, or of any other agreement between the Bank and the Borrower, Lakeshore and/or Lakes Mall, that operates to bind, obligate, or compel the Borrower to pay interest in excess of such maximum rate shall be construed to require the payment of the maximum rate only. The provisions of this paragraph shall be given precedence over any other provision contained herein or in any other agreement between the Bank and the Borrower, Lakeshore and/or Lakes Mall that is in conflict with the provisions of this paragraph.

The Note, the Lakeshore Note and the Lakes Mall Note shall be governed and construed according to the statutes and laws of the State of Tennessee from time to time in effect, except to the extent that Section 85 of Title 12 of the United States Code (or other applicable federal statue) may permit the charging of a higher rate of interest than applicable state law, in which event such applicable federal statute, as amended and supplemented from time to time shall govern and control the maximum rate of interest permitted to be charged hereunder; it being intended that, as to the maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether state or federal, from time to time in effect, which permit the charging of a higher rate of interest, shall govern and control; provided, always, however, that in no event and under no circumstances shall the Borrower, Lakeshore and/or Lakes Mall be liable for the payment of interest in excess of the maximum rate permitted by such applicable law, from time to time in effect.

9.11 Non-Control. In no event shall the Bank's rights hereunder be deemed to indicate that the Bank is in control of the business, management or properties of the Borrower, Lakeshore, Lakes Mall and/or any Related Entity or has power over the daily management functions and operating decisions made by the Borrower, Lakeshore, Lakes Mall and/or any Related Entity.

9.12 Loan Review; Extensions of Termination Date; Continuing Security.

(a) The specific Termination Date of Revolving Credit Loan mentioned in Article One may be extended for additional periods of one (1) year. On each June 1 hereafter, so long as the Loan remains unpaid, Bank shall review the performance of the Loan. If the Bank deems performance of the Loan acceptable, it will renew the Loan for one (1) year from the then existing Termination Date of Revolving Credit Loan. If the Bank renews the Loan at anytime or from time to time prior to June 1, 2005, the Bank and the Borrower, Lakeshore and Lakes Mall agree the Loan shall be renewed with covenants as contained in Sections 6.11, 6.13 and 6.14 of this Loan Agreement or such other covenants, terms and conditions as may be mutually agreed upon by Borrower, Lakeshore and Lakes Mall Bank and Bank. If Bank deems performance of the Loan not acceptable, Bank shall not be obligated to extend the Termination Date of Revolving Credit Loan; however, the Borrower, Lakeshore and Lakes Mall shall then have the right to repay the Loan pursuant to the repayment provisions contained in the Note, the

Lakeshore Note and the Lakes Mall Note. Assessment of performance and the decision whether to extend the Termination Date of Revolving Credit Loan shall be solely within Bank's discretion. The Bank will not deem the performance of the Loan acceptable unless and until the Borrower provides to the Bank, among other things, updated title commitments with respect to all properties covered by any CBL Mortgage, which title commitments must be in form and substance acceptable to the Bank and must contain no exceptions unacceptable to the Bank. Bank shall notify Borrower of the results of its review of the Loan no later than eleven (11) months prior to the then effective Termination Date of the Revolving Credit Loan. If Bank elects not to renew the Loan, Bank shall not perform or cause to be performed, except at Bank's expense unless an Event of Default has occurred, any inspections, appraisals, surveys or similar items between: (a) the date notice thereof is given Borrower or the Termination Date, whichever first occurs, and (b) the date the Note, the Lakeshore Note and the Lakes Mall Note are repaid as provided herein.

(b) Upon the specific Termination Date of Revolving Credit Loan so fixed in Article One, or in the event of the extension of this Loan Agreement to a subsequent Termination Date (when no effective extension is in force), the Revolving Credit Loan and all other extensions of credit (unless sooner declared to be due and payable by the Bank pursuant to the provisions hereof), and subject to Borrower's election as set forth in subparagraph (a) above, shall become due and payable for all purposes. Until all such indebtednesses, liabilities and obligations secured by the CBL Mortgage are satisfied in full, such termination shall not affect the security interest granted to Bank pursuant to the CBL Mortgage, nor the duties, covenants, and obligations of the Borrower therein and in this Loan Agreement; and all of such duties, covenants and obligations shall remain in full force and effect until the Revolving Credit Loan and all obligations under this Loan Agreement have been fully paid and satisfied in all respects.

9.13 Fees and Expenses. The Borrower, Lakeshore and Lakes Mall agree to pay, or reimburse the Bank for, the reasonable actual third party out-of-pocket expenses, including counsel fees and fees of any accountants, inspectors or other similar experts, as deemed necessary by the Bank, incurred by the Bank in connection with the development, preparation, execution, amendment, recording, (excluding the salary and expenses of Bank's employees and Bank's normal and usual overhead expenses) or enforcement of, or the preservation of any rights under this Loan Agreement, the Note, the Lakeshore Note, the Lakes Mall Note and any instrument or document now or hereafter securing the and Revolving Credit Loan indebtednesses.

9.14 Time of Essence. Time is of the essence of this Loan Agreement, the Note, the Lakeshore Note, the Lakes Mall Note and the other instruments and documents executed and delivered in connection herewith.

9.15 Compromises, Releases, Etc. Bank is hereby authorized from time to time, without notice to anyone, to make any sales, pledges, surrenders, compromises, settlements, releases, indulgences, alterations, substitutions, exchanges, changes in, modifications, or other dispositions including, without limitation, cancellations, of all or any part of the Loan indebtedness, or of any contract or instrument evidencing any thereof, or of any security or collateral therefor, and/or to take any security for or guaranties upon any of said indebtedness; and the liability of any guarantor, if any, shall not be in any manner affected,

diminished, or impaired thereby, or by any lack of diligence, failure, neglect, or omission on the part of Bank to make any demand or protest, or give any notice of dishonor or default, or to realize upon or protect any of said indebtedness or any collateral or security therefor. Bank shall have the right to apply such payments and credits first to the payment of all its expenses, including costs and reasonable attorneys' fees, then to interest due under the Note and then to principal due under the Note. Bank shall be under no obligation, at any time, to first resort to, make demand on, file a claim against, or exhaust its remedies against the Borrower, Lakeshore and/or Lakes Mall, or its property or estate, or to resort to or exhaust its remedies against any collateral, security, property, liens, or other rights whatsoever. Upon the occurrence of an Event of Default, it is expressly agreed that Bank may at any time make demand for payment on, or bring suit against, the Borrower, Lakeshore and/or Lakes Mall and any guarantor, jointly or severally and may compromise with any of them for such sums or on such terms as it may see fit, and without notice or consent, the same being hereby expressly waived.

9.16 Joinder of CBL Properties, Inc. and CBL Holdings I, Inc. CBL Properties, Inc. joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof, including Section 2.7 hereof. CBL Holdings I, Inc. joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof, including Section 2.7 hereof.

9.17 Bank's Consent. Except as otherwise expressly provided herein, in any instance hereunder where Bank's approval or consent is required or the exercise of its judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole but reasonable discretion of Bank, and Bank shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment provided that the Bank shall proceed at all times in good faith and in a commercially reasonable manner.

9.18 Venue of Actions. As an integral part of the consideration for the making of the loan, it is expressly understood and agreed that no suit or action shall be commenced by the Borrower, Lakeshore, Lakes Mall, Related Entities, CBL Holdings, CBL Properties, Inc., by any guarantor, or by any successor, personal representative or assignee of any of them, with respect to the loan contemplated hereby, or with respect to this Loan Agreement or any other document or instrument which now or hereafter evidences or secures all or any part of the loan indebtedness, other than in a state court of competent jurisdiction in and for the County of the State in which the principal place of business of the Bank is situated, or in the United States District Court for the District in which the principal place of business of the Bank is situated, and not elsewhere. Nothing in this paragraph contained shall prohibit Bank from instituting suit in any court of competent jurisdiction for the enforcement of its rights hereunder or in any other document or instrument which evidences or secures the loan indebtedness.

9.19 Waiver of Right to Trial By Jury. EACH PARTY TO THIS LOAN AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,

OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LOAN AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

9.20 Conflict. In the event of any conflict between the provisions hereof and any other loan document during the continuance of this Loan Agreement (including but not limited to the Construction Loan Agreement and any other documents received by the Bank via assignment in connection with the Lakeshore Mall and the Lakes Mall), the provisions of this Loan Agreement shall control.

9.21 Participation Agreement. The Borrower, Lakeshore and Lakes Mall acknowledge that the Participation Agreement exists and that the Bank is obligated, subject to the terms and conditions hereof, to fund Eighty Million Dollars ($80,000,000.00) to the Borrower but that of that amount KeyBank National Association, Compass Bank and AmSouth Bank of Tennessee are obligated, subject to the terms and conditions of the Participation Agreement, to fund as follows:
KeyBank is to fund Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00), Compass is to fund Twelve Million Five Hundred Thousand and NO/100 Dollars ($12,500,000.00) and AmSouth Bank of Tennessee is to fund Twenty Two Million Five Hundred Thousand and NO/100 Dollars ($22,500,000.00).

(Signatures on Next Page)

IN WITNESS WHEREOF, the Borrower, Lakeshore, Lakes Mall, the Bank, CBL Holdings and CBL Properties, Inc. 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/ John N. Foy
   ----------------------------------------------
         John N. Foy
Title:   Vice Chairman and Chief
         Financial Officer
      -------------------------------------------
                                        BORROWER

LAKESHORE/SEBRING LIMITED PARTNERSHIP
BY: CBL & ASSOCIATES LIMITED
PARTNERSHIP, It's sole General Partner
BY: CBL HOLDINGS I, INC.,
Its sole General Partner

By:    /s/ John N. Foy
   ----------------------------------------------
         John N. Foy
Title:   Vice Chairman and Chief
         Financial Officer
      -------------------------------------------
                                        LAKESHORE

THE LAKES MALL, LLC

By: CBL & Associates Limited Partnership,
Its Managing Member
By: CBL Holdings I, Inc., its General Partner

By:    /s/ John N. Foy
   ----------------------------------------------
         John N. Foy
Title:   Vice Chairman and Chief
         Financial Officer
      -------------------------------------------
                                       LAKES MALL

CBL & ASSOCIATES PROPERTIES, INC.

By:    /s/ John N. Foy
   ----------------------------------------------
         John N. Foy
Title:   Vice Chairman and Chief
         Financial Officer
      -------------------------------------------
                                        GUARANTOR

FIRST TENNESSEE BANK NATIONAL
ASSOCIATION

By:   /s/ Gregory L. Cullum
   ---------------------------------------------
       Gregory L. Cullum, Senior Vice President
                                             BANK

EXHIBIT "A"

Real property known as:

Walnut Square Mall, Dalton, Georgia
Lakeshore Mall, Sebring, Florida
Pemberton Mall, Vicksburg, Mississippi
The Lakes Mall, Fruitport, Michigan
Towne Mall, Middleton, Ohio

all as more particularly described in the individual deeds of trust, deeds to secure debt and/or mortgages applicable to the above described properties.

EXHIBIT "B"

PERMITTED ENCUMBRANCES

1. As described in the Mortgages.

EXHIBIT "C"

REVOLVING CREDIT NOTES, LAKESHORE NOTE AND LAKES MALL NOTE

EXHIBIT "D"

CHECKLIST FOR CLOSING

EXHIBIT "E"

NON-DEFAULT CERTIFICATE

For Fiscal Year Ended _______________, 20__. For Fiscal Quarter Ended _______________, 20__.

The undersigned, a duly authorized officer of CBL & Associates Limited Partnership, a Delaware limited partnership [referred to as "Borrower" in that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated as of ___________, 2004 between Borrower, Lakeshore, Lakes Mall and First Tennessee Bank National Association ("Bank")], certifies to said Bank, in accordance with the terms and provisions of said Loan Agreement, as follows:

1. All of the representations and warranties set forth in the Loan Agreement are and remain true and correct on and as of the date of this Certificate with the same effect as though such representations and warranties had been made on and as of this date except as otherwise previously disclosed to the Bank in writing.

2. As of the date hereof, neither Borrower, Lakeshore nor Lakes Mall has knowledge of any Event of Default, as specified in Section 8 of the Loan Agreement, nor any event which, upon notice, lapse of time or both, would constitute an Event of Default, has occurred or is continuing.

3. As of the date hereof, Borrower is in full compliance with all financial covenants contained in the Loan Agreement, and the following are true, accurate and complete:

(a) The Net Worth (as defined in the Loan Agreement) of the Borrower is $__________________________ as of ________________, 20___.

(b) The Total Obligations to Portfolio Value Ratio of the Borrower is _____ to _____ as of _____________________, 20__.

(c) The Debt Coverage Ratio of the Borrower is ____ to ____ as of ______________, 20__.

(d) The Interest Coverage Ratio of the Borrower is ____ to ____ as of _____________________, 20_____.

DATED this ______ day of ______________________, 20____.

CBL & ASSOCIATES LIMITED PARTNERSHIP

BY: CBL HOLDINGS I, INC.,
Its Sole General Partner

EXHIBIT "F"

LITIGATION

Disclosure Pursuant to Paragraph 5.5

See Exhibit "F-1" attached for description of all litigation.

ENVIRONMENTAL MATTERS

Disclosure pursuant to Paragraph 5.11

None.

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

KEYBANK NATIONAL ASSOCIATION as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of June 30, 2003, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of ____________, 2004.

KEYBANK NATIONAL ASSOCIATION

By:   /s/ Dan R. Heberle
   ------------------------------------------
       Dan R. Heberle, Senior Vice President

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

COMPASS BANK as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of June 30, 2003, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of _____________, 2004.

COMPASS BANK

By:   /s/ C. Douglas Vibert
   -----------------------------------------
    C. Douglas Vibert, Senior Vice President

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

AMSOUTH BANK OF TENNESSEE as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of June 30, 2003 between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of _______________, 2004.

AMSOUTH BANK OF TENNESSEE

By:   /s/ Sarah A. McKenzie
   ----------------------------------------
         Sarah A. McKenzie, Vice President