UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 16, 2005

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

          Delaware                    1-12494                62-154718
(State or Other Jurisdiction      (Commission File       (I.R.S. Employer
 of Incorporation)                 Number)                Identification No.)

Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421


(Address of principal executive office, including zip code)

(423) 855-0001
(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01 Entry Into a Material Definitive Agreement

Acquisition of Three-Mall Portfolio

CBL & Associates Properties, Inc. (the "Company") announced on November 17, 2005, that, on November 16, 2005, it had closed on the previously announced acquisition of three malls from Copaken, White & Blitt and affiliates ("CWB"). The Company issued special common units of CBL & Associates Limited Partnership (the "Operating Partnership") to CWB as part of the total purchase price.

The Company issued 1,144,924 Series K Special Common Units ("K-SCUs") based on an agreed-upon value of $47.50 per K-SCU, and also granted certain limited registration rights to the holders of the K-SCUs. As a result of the issuance of the K-SCUs, the limited partnership agreement of the Operating Partnership was amended to set forth the terms of the K-SCUs.

In accordance with the First Amendment to Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership, the K-SCUs are exchangeable at any time following the first anniversary of the closing date on a one-for-one basis for shares of the Company's common stock or, at the Company's election, their cash equivalent. When an exchange occurs, the Company assumes the limited partner's ownership interest in the Operating Partnership. The K-SCUs are entitled to receive an initial annual distribution of 6.0%, or $2.85 per K-SCU, for the first year following the close of the transaction and 6.25%, or $2.9688 per K-SCU, thereafter. When the quarterly distribution on the Company's common stock exceeds the quarterly K-SCU distribution for four consecutive quarters, the K-SCUs will receive distributions thereafter at the rate equal to that paid on the Company's common stock. The Operating Partnership also has the option, at any time after the tenth anniversary of the issuance of the K-SCUs, to redeem some or all of the K-SCUs through the issuance of an equivalent amount of common units, provided that the quarterly distribution benchmark described in the preceding sentence has been met.

Apart from the transactions described herein, the Company and its affiliates have no other material relationships with the sellers or any of their affiliates.

Exhibits 10.23.1 through 10.23.7 listed in Item 9.01(c) below represent the definitive agreements that were previously disclosed pursuant to Item 1.01 in connection with the Company's Current Report on Form 8-K that was filed on October 17, 2005. These documents were not filed as exhibits to the Current Report on Form 8-K dated October 17, 2005, and are attached to this Current Report on Form 8-K to comply with Item 1.01.

The press release announcing the acquisition is attached as exhibit 99.1.

Completion of Joint Venture Transaction

On November 16, 2005, affiliates of The Richard E. Jacobs Group, Inc. ("Jacobs") and affiliates of the Company formed a 50/50 joint venture to own


Triangle Town Center and its associated and lifestyle centers, Triangle Town Place and Triangle Town Commons, in Raleigh, NC. Additional terms regarding the joint venture arrangement and the Company's relationship with Jacobs are described in the Company's Current Report on Form 8-K dated October 24, 2005.

The press release announcing the formation of the joint venture is attached as exhibit 99.2. The documents related to the formation of the joint venture will be filed as exhibits to the Company's Annual Report on Form 10-K for the year ending December 31, 2005.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

Exhibit No.                             Description

10.1.7    First  Amendment to Third  Amended and  Restated  Agreement of Limited
          Partnership  of CBL &  Associates  Limited  Partnership,  dated  as of
          November 16, 2005.

10.16.5 Form of Registration Rights Agreements between the Company and Certain Holders of Series K Special Common Units of the Operating Partnership, dated as of November 16, 2005.

10.23.1 Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005.

10.23.2 First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005.

10.23.3 Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005.

10.23.4 First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005.

10.23.5 Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005.

10.23.6 Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005.


10.23.7 Letter Agreement, dated as of October 17, 2005, between the Company

          and the other parties to the acquisition  agreements  listed above for
          Oak Park Mall,  Eastland Mall, Hickory Point Mall and Eastland Medical
          Building.

99.1      Press Release - CBL & Associates  Properties  Closes on Acquisition of
          Three-Mall Portfolio for $516.9 Million

99.2      Press  Release - The Jacobs Group and CBL Complete  Formation of Joint
          Venture to Own Triangle Town Center in Raleigh, NC


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.

                                                   /s/ John N. Foy
                                      ----------------------------------------
                                                     John N. Foy
                                                   Vice Chairman,
                                       Chief Financial Officer and Treasurer



Date: November 22, 2005


Exhibit 10.1.7

FIRST
AMENDMENT TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
CBL & ASSOCIATES LIMITED PARTNERSHIP

Dated as of November 16, 2005

THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP (this "Amendment") is hereby adopted by CBL Holdings I, Inc., a Delaware corporation (the "General Partner"), as the general partner of CBL & Associates Limited Partnership, a Delaware limited partnership (the "Partnership"), and by CBL Holdings II, Inc., a Delaware corporation, a limited partner of the Partnership representing a Majority-In-Interest of the Limited Partners of the Partnership (the "Limited Partner"). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership, dated as of June 15, 2005 (the "Agreement").

WHEREAS, the General Partner desires to establish and set forth the terms of a new series of Partnership Units designated as Series K Special Common Units (the "K-SCUs").

WHEREAS, Section 4.4(a) of the Agreement grants the General Partner authority to cause the Partnership to issue Partnership Units in the Partnership to any Person in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as may be determined by the General Partner in its sole and absolute discretion so long as the issuance does not violate Section 9.3 of the Agreement.

WHEREAS, the General Partner desires to amend the Agreement to, among other things, set forth the terms of the K-SCUs.

WHEREAS, Sections 4.4(a) and 14.7(b) of the Agreement grant the General Partner power and authority to amend the Agreement (including, without limitation, the distribution and allocation provisions thereof) without the consent of any of the Partnership's Limited Partners to evidence any action taken by the General Partner pursuant to Section 4.4(a) and to set forth the rights, powers and duties of the holders of any Additional Units issued pursuant to Section 4.4(a).

WHEREAS, Section 14.7(a) of the Agreement provides for the amendment of the Agreement with the approval of the General Partner and the Consent of the Limited Partners, subject to the limitations set forth therein.

NOW, THEREFORE, the General Partner, with the Consent of the Limited Partners, hereby amends the Agreement as follows:

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1. Section 1.1 of the Agreement is hereby amended and supplemented as set forth below:

(a) The following definitions are hereby deleted and replaced with the following:
"Common Unit Conversion Factor" shall mean 1.0, provided, that, in the event that the Partnership (i) makes a distribution to all holders of its Common Units in Common Units (other than a distribution of Common Units pursuant to an offer to all holders of Common Units, SCUs S-SCUs, L-SCUs, and K-SCUs permitting each to elect to receive a distribution in Common Units in lieu of a cash distribution (such a distribution of Common Units is referred to herein as a "Distribution of Common Units in Lieu of Cash")), (ii) subdivides or splits its outstanding Common Units (which shall expressly exclude any Distribution of Common Units in Lieu of Cash), or (iii) combines or reverse splits its outstanding Common Units into a smaller number of Common Units (in each case, without making a comparable distribution, subdivision, split, combination or reverse split with respect to the SCUs, S-SCUs, L-SCUs or K-SCUs), the Common Unit Conversion Factor in effect immediately preceding such event shall be adjusted by multiplying the Common Unit Conversion Factor by a fraction, the numerator of which shall be the number of Common Units issued and outstanding on the record date for such distribution, subdivision, split, combination or reverse split (assuming for such purposes that such distribution, subdivision, split, combination or reverse split occurred as of such time), and the denominator of which shall be the actual number of Common Units (determined without the above assumption) issued and outstanding on the record date for such distribution, subdivision, split, combination or reverse split. Any adjustment to the Common Unit Conversion Factor shall become effective immediately after the record date for such event in the case of a distribution or the effective date in the case of a subdivision, split, combination or reverse split.

"Common Stock Amount" shall mean, with respect to any number of Common Units, SCUs, S-SCUs, L-SCUs or K-SCUs, the number of shares of Common Stock equal to such number of Common Units, SCUs, S-SCUs, L-SCUs or K-SCUs, as the case may be, multiplied by the Conversion Factor; provided, however, that in the event that the Company issues to all holders of Common Stock rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase additional Common Stock, or any other securities or property of the Company, the value of which is not included in the first sentence of the definition of Closing Price of the shares of Common Stock (collectively, "additional rights"), other than a right to receive a dividend or other distribution of Common Stock that corresponds to Common Units issued to the Company pursuant to a Distribution of Common Units in Lieu of Cash, then the Common Stock Amount shall also include, other than with respect to any Common Units, SCUs, S-SCUs, L-SCUs or K-SCUs "beneficially owned" by an "Acquiring Person" (as such terms are defined in the Company's Rights Agreement, dated as of April 30, 1999, as amended and as it may be further amended from time to time, and any successor agreement thereto), such additional

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                  rights that a holder of that number of shares of
                  Common Stock would be entitled to receive.

                  "Conversion Factor" shall mean 1.0, provided that in the event
                  that the Company (i) pays a dividend on its outstanding shares
                  of Common Stock in shares of Common Stock or makes a
                  distribution to all holders of its outstanding Common Stock in
                  shares of Common Stock (in either case other than a dividend
                  or other distribution of shares of Common Stock that
                  corresponds to Common Units issued to the Company pursuant to
                  a Dividend of Common Units in Lieu of Cash), (ii) subdivides
                  or splits its outstanding shares of Common Stock, or (iii)
                  combines or reverse splits its outstanding shares of Common
                  Stock into a smaller number of shares of Common Stock (in each
                  case, without making a comparable dividend, distribution,
                  subdivision, split, combination or reverse split with respect
                  to the Common Units, the SCUs, S-SCUs, L-SCUs or K-SCUs), the
                  Conversion Factor in effect immediately preceding such event
                  shall be adjusted by multiplying the Conversion Factor by a
                  fraction, the numerator of which shall be the number of shares
                  of Common Stock issued and outstanding on the record date for
                  such dividend, distribution, subdivision, split, combination
                  or reverse split (assuming for such purposes that such
                  dividend, distribution, subdivision, split, combination or
                  reverse split occurred as of such time), and the denominator
                  of which shall be the actual number of shares of Common Stock
                  (determined without the above assumption) issued and
                  outstanding on the record date for such dividend,
                  distribution, subdivision, split, combination or reverse
                  split. Any adjustment to the Conversion Factor shall become
                  effective immediately after the record date for such event in
                  the case of a dividend or distribution or the effective date
                  in the case of a subdivision, split, combination or reverse
                  split.

                  "Partnership Units" shall mean the Common Units, the Preferred
                  Units, the SCUs, the S-SCUs, the L-SCUs and the K-SCUs.

(b)               The following definitions are hereby added to Section 1.1 of
                  the Agreement: "K-SCUs" shall have the meaning set forth in
                  Exhibit K.

                  "K-SCU Basic Distribution Amount" shall mean, with respect to
                  an K-SCU, $.7125/quarter and, commencing with the fifth full
                  calendar quarter following the issuance of the K-SCUs,
                  $.7422/quarter; provided, however, that such amount will be
                  adjusted appropriately to account for any unit splits,
                  combinations or other similar events with respect to the
                  K-SCUs

                  "Series K Exchange Notice" shall have the meaning set forth
                  in Exhibit K


                  "Series K Exchange Rights" shall have the meaning set forth in
                  Exhibit K.

                  "Series K Offered Units" shall have the meaning set forth in
                  Exhibit K.

                                       3

     2. Pursuant to Sections 4.5 and 7.8 of the  Agreement,  upon execution of a

Limited Partner Acceptance of the Partnership Agreement in the form attached hereto as Attachment 1 (a "Limited Partner Acceptance") or by causing a Limited Partner Acceptance to be executed on its behalf, each initial holder of K-SCUs automatically will be admitted as an Additional Partner of the Partnership, without any further action or approval and the General Partner hereby agrees to cause the names of such recipients to be recorded on the books and records of the Partnership on the date of such admission.

3. Sections 6.2(d), 6.2(e), 6.2(f) and 6.2(g) of the Agreement are hereby renumbered as Sections 6.2(e), 6.2(f), 6.2(g) and 6.2(h), respectively, and cross references to those provisions in other provisions of this Agreement shall be deemed amended accordingly to the extent not expressly amended hereby.

4. The following shall be added as new Section 6.2(d) of the Agreement:

"(d) Distributions shall also be made in accordance with the following order of priority:

(i) Concurrently, ratably and on parity with the distributions to holders of SCUs, S-SCUs and L-SCUs provided for under Sections 6.2(a)(iii), 6.2(b)(i) and 6.2(c)(i), respectively, to the extent that the amount of Net Cash Flow distributed to the holders of K-SCUs for any prior quarter was (for any reason, including as a result of Section 6.2(e), a lack of legally available funds or a decision by the General Partner not to make distributions for such quarter) less than the amount required to be distributed for such quarter on account of the K-SCUs pursuant to subparagraph (ii) below, and such shortfall has not been subsequently distributed pursuant to this Section 6.2(d)(i), Net Cash Flow shall be distributed to the holders of K-SCUs until they have received an amount per K-SCU, as applicable, necessary to satisfy such shortfall for all prior quarters of the current and all prior Partnership taxable years;"

"(ii) Concurrently, ratably and on parity with the distributions to holders of SCUs, S-SCUs and L-SCUs provided for under Sections 6.2(a)(iv), 6.2(b)(ii) and 6.2(c)(ii), Net Cash Flow shall be distributed among the holders of K-SCUs until they have received for the quarter to which the distribution relates an amount for each outstanding K-SCU equal to the applicable K-SCU Basic Distribution Amount;

(iii) Concurrently, ratably and on parity with the distributions to holders of SCUs, S-SCUs, L-SCUs and Common Units provided for under Sections 6.2(a)(v), 6.2(b)(iii) and 6.2(c)(iii), the balance of the Net Cash Flow to be distributed, if any, shall be distributed to holders of K-SCUs pro rata in accordance with their proportionate ownership of the aggregate number of SCUs, S-SCUs, L-SCUs, K-SCUs and Common Units outstanding (counting each SCU, S-SCU, L-SCU or K-SCU as the number of Common Units into which it is convertible pursuant to the terms of Exhibit E, Exhibit H, Exhibit J or Exhibit K, as applicable), provided, however, that such distribution to the holders of K-SCUs shall:

4

(A) be made only after the quarterly distributions on account of each Common Unit under Section 6.2(a)(v) for each of the four previous consecutive quarters shall have been greater than the applicable K-SCU Basic Distribution Amount in each of such quarters; and

(B) be reduced by the amount of the distribution made to such Holders on account of their K-SCUs with respect to such quarter pursuant to subparagraph
(d)(ii) above and the reduction will be allocated among the holders of K-SCUs pro rata in accordance with their respective percentage interests in the total number of K-SCUs then outstanding.

(iv) Notwithstanding the foregoing, all distributions pursuant to this Section 6.2(d) shall remain subject to the provisions of (i) each Certificate of Designation for any class or series of Preferred Units, (ii) Exhibit E hereto with respect to the SCUs, (iii) Exhibit H hereto with respect to the S-SCUs, (iv) Exhibit J hereto with respect to the L-SCUs, and (v) Exhibit K hereto with respect to the K-SCUs.

5. New Section 6.2(f) (formerly Section 6.2(e) is hereby amended and replaced with the following:

(f) Notwithstanding the foregoing, all distributions pursuant to this Section 6.2 shall remain subject to the provisions of the Certificate of Designation for each class or series of Preferred Units set forth in Exhibit B hereto, Exhibit E hereto with respect to the SCUs, Exhibit H hereto with respect to the S-SCUs, Exhibit J hereto with respect to the L-SCUs and Exhibit K hereto with respect to the K-SCUs.

6. Section 6.6 of the Agreement shall be amended by replacing the words "(or Series J, Series S or Series L Exchange Rights)" with the words "(or Series J, Series S, Series L or Series K Exchange Rights)".

7. The last sentence of Section 8.2 of the Agreement is hereby deleted and replaced in its entirety with the following:

"Notwithstanding the foregoing, all distributions pursuant to this Section 8.2 shall remain subject to the provisions of (i) the Certificate of Designation for each class or series of Preferred Units set forth in Exhibit B hereto; (ii) Exhibit E hereto with respect to the SCUs; (iii) Exhibit H hereto with respect to the S-SCUs; (iv) Exhibit J hereto with respect to the L-SCUs; and (v) Exhibit K hereto with respect to the K-SCUs."

8. The following paragraph is added as Section 9.2(f) of the Agreement:

"(f) The applicable Approved Transfers permitted in Paragraph 8 of Exhibit K hereto shall also be available, mutatis mutandis, to holders of any Common Units issued in exchange for or upon the redemption of K-SCUs."

5

9. Exhibit A of the Agreement is hereby deleted and is replaced in its entirety by new Exhibit A attached hereto as Attachment 2.

10. Exhibit C of the Agreement is hereby deleted and is replaced in its entirety by new Exhibit C attached hereto as Attachment 3.

11. Except as expressly amended hereby, the Agreement shall remain in full force and effect. [Signatures on Next Page]

[Signatures on Next Page]

6

IN WITNESS WHEREOF, the General Partner has executed this Third Amendment as of the date first written above.

CBL HOLDINGS I, INC.

By: /s/ John N. Foy
    --------------------------------------
    Name:      John n. Foy
         Title: Vice Chairman of the Board
                and Chief Financial Officer

Accepted and Agreed:

CBL & ASSOCIATES PROPERTIES, INC.

By:/s/ John N. Foy
   --------------------------------------------------
     Name:    John N. Foy
     Title:   Vice Chairman of the Board and
              Chief Financial Officer

Consented to:

CBL HOLDINGS II, INC.

By:/s/  John N. Foy
   --------------------------------------------------
     Name:    John N. Foy
     Title:   Chairman of the board and Chief
              Financial Officer

7

Attachment 1

Form of
Acknowledgement Regarding
Issuance of Partnership Interests
and Assumption of Partnership Agreement

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the undersigned partnership, CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership having an address of CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee 37421 (the "Partnership"), does hereby acknowledge that there has been acquired by and issued to _____________________, a _______________ having an address of __________________ ("Contributor"), the partnership interests denoted as Series K Special Common Units ("K-SCUs") containing the terms and characteristics and as described on Schedule A, attached hereto and made a part hereof, being interests as a limited partner in and of the Partnership on the books of the Partnership, together with any and all right, title and interest in any property, both real and personal, to which the K-SCUs relate and any other rights, privileges and benefits appertaining thereto. The Partnership and Contributor acknowledge that the issuance of the K-SCUs to Contributor (i) is in consideration for Contributor's contribution of certain limited liability company interests in ________________ to the capital of the Partnership as set forth in that certain Contribution Agreement among Contributor, the Partnership and Eastland Investments, L.P. and other contributors dated October 17, 2005 (the "Contribution Agreement"), and (ii) is being made in accordance with, and subject to the parties' respective representations and warranties contained in the Contribution Agreement.

Contributor further acknowledges by execution hereof that the issuance of the K-SCUs to, and the acquisition and ownership of the K-SCUs by, Contributor is subject to all of the terms and conditions of the Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership dated June 15, 2005, as amended by the First Amendment to Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership dated as of November 16, 2005 and as the same may be further amended from time to time (the "OP Agreement"), and Contributor, by execution of this Acknowledgement, agrees to abide by and be bound by all of the terms and conditions of the OP Agreement as a limited partner and holder of K-SCUs of the Partnership.

8

ATTACHMENT 1 CONTINUED

IN WITNESS WHEREOF, the Partnership and Contributor have executed this Acknowledgement as of the _____ day of __________, 2005.

PARTNERSHIP: CBL & ASSOCIATES LIMITED PARTNERSHIP
a Delaware limited partnership

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

By: _________________________
Name: _______________________
Title: ______________________

ACCEPTANCE

The Contributor hereby acknowledges its acceptance of the K-SCUs and agrees to be bound by and subject at all times to all of the terms and conditions of the OP Agreement, which Agreement is incorporated herein by reference, as a limited partner and holder of K-SCUs of the Partnership.

DATED as of the _____ day of __________, 2005.

CONTRIBUTOR:   ______________________________________ ,

               a ____________________________________


               By: _______________________________
               Name:  ____________________________
               Title:  _____________________________

9

ATTACHMENT 1 CONTINUED

SCHEDULE A

DESCRIPTION OF THE INTERESTS

[to be attached as Exhibit K]

EXHIBIT K

TERMS
OF
SERIES K SPECIAL COMMON UNITS
OF
CBL & ASSOCIATES LIMITED PARTNERSHIP
(the "Operating Partnership")

Pursuant to Section 4.4 of the

Third Amended and Restated Partnership Agreement of the Operating Partnership

WHEREAS, Section 4.4 of the Third Amended and Restated Partnership Agreement of the Operating Partnership, dated June 15, 2005 (as amended by a First Amendment, dated November 16, 2005, and as the same may hereafter be amended as permitted therein and herein, the "Partnership Agreement") grants CBL Holdings I, Inc., the general partner of the Operating Partnership (the "General Partner"), authority to cause the Operating Partnership to issue interests in the Operating Partnership to persons other than the General Partner in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as may be determined by the General Partner in its sole and absolute discretion. (For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Partnership Agreement.)

NOW THEREFORE, the General Partner hereby designates a series of priority units and fixes the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such priority units, as follows:

Section 1. Designation and Amount. The units of such series shall be designated "Series K Special Common Units" (the "K-SCUs") and the number of units constituting such series shall initially be 1,144,924. The Operating Partnership may not issue any additional K-SCUs unless (i) the issuance is required by the terms hereof, or (ii) it has obtained the prior written consent of the holders of record of a majority of the outstanding K-SCUs ("Majority Holders"). The rights and obligations of the K-SCUs shall be as set forth herein (to the extent not inconsistent with the Partnership Agreement) and in the Partnership Agreement. Nothing in the foregoing shall be deemed to limit the right and power of the General Partner to cause the Operating Partnership to issue securities otherwise designated to the fullest extent permitted under the terms of the Partnership Agreement and this Exhibit K.

10

ATTACHMENT 1 CONTINUED

Section 2. Distribution Rights.

(a) Holders of K-SCUs shall be entitled to receive, when, as and if declared by the General Partner distributions with respect to the K-SCUs in the manner and to the fullest extent set forth in the Partnership Agreement.

(b) Distributions with respect to the K-SCUs shall be payable on the dates designated by the General Partner for the payment of distributions to the holders of Common Units. Any distribution payable on the K-SCUs for the quarter in which the K-SCUs are first issued will be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions will be payable to holders of record of the K-SCUs as they appear in the records of the Operating Partnership at the close of business on the applicable record date, which shall be the record date designated by the General Partner for the payment of distributions for such quarter to the holders of Common Units.

(c) At such time, if any, as there is any distribution shortfall with respect to the K-SCUs as described in Section 6.2(d)(i) of the Partnership Agreement, none of the Operating Partnership, the General Partner or the REIT will redeem, purchase or otherwise acquire for any consideration (or any moneys be paid to or made available for any sinking fund for the redemption of any such units) any Common Units or any other units of interest in the Partnership that by their terms rank junior as to distributions to the rights of the K-SCUs (except by conversion into or exchange for shares of Common Stock of the REIT or other units of the Operating Partnership ranking junior to the K-SCUs as to distributions).

(d) Distributions with respect to the K-SCUs are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation 1.707-4, and the provisions of this Exhibit K shall be construed and applied consistent with such Treasury Regulations.

Section 3. Special Distribution upon Liquidation. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership, the holders of K-SCUs shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution to its unit holders an amount equal to any distribution shortfall with respect to the K-SCUs described in Section 6.2(d)(i) of the Partnership Agreement, before any distribution or payment shall be made to holders of Common Units or any other series of Partnership Units ranking junior to the K-SCUs as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Operating Partnership are insufficient to pay such amount on all outstanding K-SCUs, then the holders of the K-SCUs shall share ratably in any such distribution of assets, based on the number of K-SCUs held by each such holder. Holders of K-SCUs shall be entitled to written notice of any such liquidation. In addition, upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership, after any such distribution shortfall on account of the K-SCUs shall have been paid in cash, the K-SCUs shall be treated as if they had been exchanged for Common Units pursuant to the terms of Paragraph 7(b) hereof. The consolidation or merger of the Operating Partnership with or into any partnership, limited

ii

11

ATTACHMENT 1 CONTINUED

liability company, corporation, trust or other entity shall not be deemed to constitute a liquidation, dissolution or winding-up of the Operating Partnership.

Section 4. Optional Redemption.

(a) At any time after the occurrence of both (i) November 16, 2015 and
(ii) achievement by the Operating Partnership of the Distribution Benchmark, the Operating Partnership, at its option upon not less than thirty (30) nor more than sixty (60) days' written notice, may redeem the K-SCUs, in whole or in part, on the first Business Day following any record date established for the determination of parties entitled to receive any distributions being made to holders of K-SCUs. Such redemption shall be made by (i) paying in cash to the holders of K-SCUs with respect to their K-SCUs being redeemed, any distribution shortfall with respect to the K-SCUs described in Section 6.2(d)(i) of the Partnership Agreement outstanding on the date of redemption (whether or not declared) and (ii) issuing to the holders thereof a number of Common Units equal to the Common Unit Amount. If fewer than all of the outstanding K-SCUs are to be redeemed, the K-SCUs to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional units) or by lot or by any other equitable method determined by the Operating Partnership. Holders of K-SCUs to be redeemed shall surrender the certificates evidencing such K-SCUs, if any, at the place designated in the Operating Partnership's notice and shall be entitled to the distribution payments and Common Units described in the second sentence of this Paragraph 4(a) prior to or concurrently with such surrender. From and after the redemption date distributions shall cease to be payable with respect to such K-SCUs, such K-SCUs shall no longer be deemed outstanding and all rights of the holders of such units will terminate, except the right to receive the distribution payments and Common Units described in the second sentence of this Paragraph 4(a). For purposes hereof, the term "Distribution Benchmark" shall mean when the quarterly distributions paid over a period of four (4) consecutive quarters pursuant to Sections 6.2(d)(ii) and (iii) of the Partnership Agreement per K-SCU then outstanding shall have equaled or exceeded the K-SCU Basic Distribution Amount.

(b) Notwithstanding the provisions of Paragraph 4(a) above, unless full cumulative distributions on all K-SCUs shall have been or contemporaneously are paid in cash or a sum sufficient for the payment thereof in cash set apart for payment for all past distribution periods and the then current distribution period or portion thereof, no K-SCUs shall be redeemed unless all outstanding units of K-SCUs are simultaneously redeemed.

(c) Notice of redemption pursuant to Paragraph 4(a) above shall be mailed by the Operating Partnership by registered mail, return receipt requested, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, addressed to the respective holders of record of the K-SCUs to be redeemed at their respective addresses as they appear on the records of the Operating Partnership. Failure to give such notice or any defect thereto or in the mailing thereof shall not affect the validity of the proceedings for the redemption of any K-SCUs. Each notice shall state (i) the redemption date; (ii) the total number of K-SCUs to be redeemed and the number of K-SCUs held by such holder to be redeemed; (iii) the Common Unit Amount; (iv) the place or places where K-SCUs are to be surrendered for payment of any distribution shortfall with respect to the K-SCUs described in Section 6.2(d)(i) of the Partnership Agreement

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outstanding thereon and the issuance of a number of Common Units equal to the Common Unit Amount; and (v) that distributions on the K-SCUs to be redeemed shall cease to be payable on such redemption date.

(d) All K-SCUs redeemed pursuant to this Paragraph 4 shall be deemed retired and terminated from and after the redemption date.

(e) The K-SCUs shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption except as otherwise provided in this
Section 4.

(f) As used herein, the term "Common Unit Amount" shall mean, with respect to any number of K-SCUs, the number of Common Units equal to such number of K-SCUs multiplied by the Common Unit Conversion Factor; provided, however, that in the event that the Operating Partnership issues to all holders of Common Units rights, options, warrants or convertible or exchangeable securities entitling such holders to subscribe for or purchase additional Common Units, or any other securities or property of the Operating Partnership (collectively, "Common Unit Additional Rights"), other than a right to receive Common Units pursuant to a Distribution of Common Units in Lieu of Cash (as defined below), then the Common Unit Amount shall also include (other than with respect to any Common Units or K-SCUs "beneficially owned" by an "Acquiring Person" (as those terms are defined in the Company's Rights Agreement, dated as of April 30, 1999, as amended through the date hereof and as it may be further amended from time to time, and any successor agreement thereof (collectively, the "Rights Agreement"))), such Common Unit Additional Rights that a holder of that number of Common Units would be entitled to receive. As used herein, the term "Common Unit Conversion Factor" shall mean 1.0, provided, that, in the event that the Operating Partnership (i) makes a distribution to all holders of its Common Units in Common Units (other than a distribution of Common Units pursuant to an offer to all holders of Common Units and K-SCUs permitting each to elect to receive a distribution in Common Units in lieu of a cash distribution (such a distribution of Common Units is referred to herein as a "Distribution of Common Units in Lieu of Cash")), (ii) subdivides or splits its outstanding Common Units (which shall expressly exclude any Distribution of Common Units in Lieu of Cash, but which may include any other distribution of Common Units), or (iii) combines or reverse splits its outstanding Common Units into a smaller number of Common Units (in each case, without making a comparable distribution, subdivision, split, combination or reverse split with respect to the K-SCUs), the Common Unit Conversion Factor in effect immediately preceding such event shall be adjusted by multiplying the Common Unit Conversion Factor by a fraction, the numerator of which shall be the number of Common Units issued and outstanding on the record date for such distribution, subdivision, split, combination or reverse split (assuming for such purposes that such distribution, subdivision, split, combination or reverse split occurred as of such time), and the denominator of which shall be the actual number of Common Units (determined without the above assumption) issued and outstanding on the record date for such distribution, subdivision, split, combination or reverse split. Any adjustment to the Common Unit Conversion Factor shall become effective immediately after the record date for such event in the case of a distribution or the effective date in the case of a subdivision, split, combination or reverse split.

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Section 5. Voting Rights.

(a) Holders of the K-SCUs shall have the voting rights set forth herein and in the Partnership Agreement.

(b) So long as any K-SCUs remain outstanding, the Operating Partnership shall not, without the affirmative vote or consent of the holders of a majority of the K-SCUs outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class):

(i) undertake, consent to, or otherwise participate in or acquiesce to any recapitalization transaction (including, without limitation, an initial public offering, a merger, consolidation, other business combination, exchange, self-tender offer for all or substantially all of the Common Units, or sale or other disposition of all or substantially all of the Operating Partnership's assets) (each of the foregoing being referred to herein as a "Recapitalization Transaction") unless in connection with such a Recapitalization Transaction (x) either each K-SCU outstanding prior to the Recapitalization Transaction will (A) remain outstanding following the consummation of such Recapitalization Transaction without any amendment to the rights and obligations of holders of the K-SCUs that is materially adverse to the holders of K-SCUs (as reasonably determined by the Board of Directors of the Company) or (B) be converted into or exchanged for securities of the surviving entity having preferences, conversion and other rights, voting powers, restrictions, distribution rights and terms and conditions of redemption thereof materially no less favorable than those of a K-SCU under this Exhibit K and the Partnership Agreement (as reasonably determined by the Board of Directors of the Company), and
(y) each holder of K-SCUs shall have the option to convert its K-SCUs into the amount and type of consideration and/or securities receivable by a holder of the number of Common Units into which such holder's K-SCUs could have been exchanged immediately prior to the consummation of the Recapitalization Transaction pursuant to Paragraph 6(b) hereof upon the consummation of the Recapitalization Transaction; or

(ii) amend, alter or repeal the provisions of this Exhibit K or Section 6.2(d) of the Partnership Agreement, the provisions of Sections 9.2(a) or 9.2(f) as they apply to holders of K-SCUs or Common Units issued in respect thereof or the provisions of Section 9.2(b), in each case whether by merger, consolidation or otherwise, in a manner materially adverse to the holders of the K-SCUs (as reasonably determined by the Board of Directors of the Company);

it being understood that nothing in this Exhibit K, shall be deemed to limit the right of the Operating Partnership to issue securities to holders of any interests in the Operating Partnership that rank on a parity with or senior to the K-SCUs with respect to distribution rights and rights upon dissolution, liquidation or winding-up of the Operating Partnership or to amend, alter or repeal the terms of any such securities.

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(c) The holders of the K-SCUs shall have the right to vote with the holders of Common Units, as a single class, on any matter on which the holders of Common Units are entitled to vote.

(d) The foregoing voting provisions of this Paragraph 5 shall not apply, and holders of the K-SCUs shall not be entitled to vote on matters relating, to K-SCUs that have been (i) the subject of a notice of redemption pursuant to Paragraph 4(a) hereof, or (ii) the subject of a Series K Exchange Notice pursuant to Paragraph 6(a) hereof.

(e) In any matter in which the K-SCUs may vote as a class (as expressly provided herein or as may be required by law), each K-SCU shall be entitled to one vote. In any matter in which the K-SCUs may vote with the Common Units as a single class, each K-SCU shall be entitled to the number of votes equal to the number of Common Units issuable upon the exchange of one K-SCU pursuant to Paragraph 6(b) hereof.

Section 6. Exchange.

(a) At any time following the issuance of the K-SCUs, subject to the remainder of this Paragraph 6, a holder of K-SCUs shall have the right (the "Series K Exchange Right") to exchange all or any portion of such holder's K-SCU's (the "Series K Offered Units") for Series K Exchange Consideration (as defined below), subject to the limitations contained in Paragraphs 6(c) and 6(d) below. Any such Series K Exchange Right shall be exercised pursuant to an exchange notice comparable to the Exchange Notice required under Exhibit D to the Partnership Agreement (such notice, a "Series K Exchange Notice") delivered to the Company by the Series K Exercising Holder.

(b) The exchange consideration (the "Series K Exchange Consideration") payable by the Company to each Series K Exercising Holder shall be equal to the product of (x) the Common Stock Amount with respect to the Series K Offered Units multiplied by (y) the Current Per Share Market Price, each computed as of the date on which the Series K Exchange Notice was delivered to the Company. In connection with a Series K Exchange Notice delivered to the Company, the Series K Exchange Consideration shall, in the sole and absolute discretion of the Company, be paid in the form of (A) cash, or cashier's or certified check, or by wire transfer of immediately available funds to the Series K Exercising Holder's designated account or (B) subject to the applicable Ownership Limit, by the issuance by the Company of a number of shares of its Common Stock equal to the Common Stock Amount with respect to the Series K Offered Units or (C) subject to the applicable Ownership Limit, any combination of cash and Common Stock (valued at the Current Per Share Market Price). In addition to the Series K Exchange Consideration, concurrently with any exchange pursuant to this Paragraph 6, the Operating Partnership shall pay the Series K Exercising Holder cash in an amount equal to any distribution shortfall described in Section 6.2(d)(i) of the Partnership Agreement with respect to the Series K Offered Units outstanding on the date of the exchange.

(c) Notwithstanding anything herein to the contrary, any Series K Exchange Right may only be exercised to the extent that, upon exercise of the Series K Exchange Right, assuming payment by the Company of the Series K Exchange Consideration in shares of Common Stock,

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the Series K
Exercising Holder will not, on a cumulative basis, Beneficially Own or Constructively Own shares of Common Stock, including shares of Common Stock to be issued upon exercise of the Series K Exchange Right, in excess of the applicable Ownership Limit. If a Series K Exchange Notice is delivered to the Company but, as a result of the applicable Ownership Limit or as a result of restrictions contained in the certificate of incorporation of the Company, the Series K Exchange Right cannot be exercised in full as aforesaid, the Series K Exchange Notice shall be deemed to be modified to provide that the Series K Exchange Right shall be exercised only to the extent permitted under the applicable Ownership Limit under the certificate of incorporation of the Company, and the Series K Exchange Notice with respect to the remainder of such Series K Exchange Right shall be deemed to have been withdrawn.

(d) Series K Exchange Rights may be exercised at any time after the date set forth in Paragraph 6(a) above and from time to time, provided, however, that,

(i) except with the prior written consent of the General Partner, (x) only one (1) Series K Exchange Notice may be delivered by any holder to the Company during any consecutive twelve (12) month period; and (y) no Series K Exchange Notice may be delivered with respect to K-SCUs either (A) having a value of less than $500,000 calculated by multiplying the Common Stock Amount with respect to such K-SCUs by the Current Per Share Market Price or (B) if a holder does not own K-SCUs having a value of $500,000 or more, constituting less than all of the K-SCUs owned by such holder, and

(ii) Series K Exchange Rights may only be exercised with respect to K-SCUs issued at least one year prior to delivery of the Exchange Notice.

(e) Within thirty (30) days after receipt by the Company of a Series K Exchange Notice delivered in accordance with the requirements of Paragraph 6(a) hereof, the Company shall deliver to the Series K Exercising Holder a notice (a "Series K Election Notice"), which Series K Election Notice shall set forth the computation of the Series K Exchange Consideration and, in the case of a Series K Election Notice delivered by the Company, shall specify the form of the Series K Exchange Consideration (which shall be in accordance with Paragraph 6(b) hereof), to be paid by the Company to such Series K Exercising Holder and the date, time and location for completion of the purchase and sale of the Series K Offered Units, which date shall, to the extent required, in no event be more than (A) in the case of Series K Offered Units with respect to which the Company has elected to pay the Series K Exchange Consideration by issuance of shares of Common Stock, ten (10) days after the delivery by the Company of the Series K Election Notice for the Series K Offered Units or (B) in the case of Series K Offered Units with respect to which the Company has elected to pay the Series K Exchange Consideration in cash, sixty (60) days after the initial date of receipt by the Company of the Series K Exchange Notice for such Series K Offered Units; provided, however, that such sixty (60) day period may be extended for an additional sixty (60) day period to the extent required for the Company to cause additional shares of its Common Stock to be issued or indebtedness to be incurred to provide financing to be used to acquire the Series K Offered Units. If the Company has delivered a Series K Election Notice to the Series K Exercising Holder with respect to a Series K Exchange Notice, the Series K Exchange Notice may not be withdrawn or modified by the Series K Exercising Holder (except to the extent of any deemed modification required by Section 6(c)

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above) without the consent of the General

Partner. Similarly, if the Company delivers a Series K Election Notice to a Series K Exercising Holder, the Company may not modify the Series K Election Notice without the consent of the Series K Exercising Holder.

(f) At the closing of the Exchange of Series K Offered Units, payment of the Series K Exchange Consideration shall be accompanied by proper instruments of transfer and assignment and by the delivery of (i) representations and warranties of (A) the Series K Exercising Holder with respect to (x) its due authority to sell all of the right, title and interest in and to such Series K Offered Units to the Company, (y) the status of the Series K Offered Units being sold, free and clear of all Liens and (z) its intent to acquire the Common Stock for investment purposes and not for distribution, and (B) the Company, with respect to due authority for the purchase of such Series K Offered Units, and (ii) to the extent that any shares of Common Stock are issued in payment of the Series K Exchange Consideration or any portion thereof, (A) an opinion of counsel for the Company, reasonably satisfactory to the Series K Exercising Holder, to the effect that (I) such shares of Common Stock or Common Units, as applicable, have been duly authorized, are validly issued, fully-paid and non-assessable and (II) if shares of Common Stock are issued, that the issuance of such shares will not violate the applicable Ownership Limit, and (B) a stock certificate or certificates evidencing the shares of Common Stock to be issued and registered in the name of the Series K Exercising Holder or its designee, with an appropriate legend reflecting that such shares or units are not registered under the Securities Act of 1933, as amended, and may not be offered or sold unless registered pursuant to the provisions of such act or an exemption therefrom is available as confirmed by an opinion of counsel satisfactory to the Company .
(g) To facilitate the Company's ability to fully perform its obligations hereunder, the Company covenants and agrees, for the benefit of the holders from time to time of K-SCUs, as follows:

(i) At all times during the pendency of the Series K Exchange Rights, the Company shall reserve for issuance such number of shares of Common Stock as may be necessary to enable the Company to issue such shares in full payment of the Series K Exchange Consideration in regard to all K-SCUs which are from time to time outstanding.

(ii) Each holder of K-SCUs, upon request, shall be entitled to receive from the Operating Partnership in a timely manner all communications subsequently transmitted from time to time by the Company to its shareholders generally.

(h) All Series K Offered Units tendered to the Company in accordance with the exercise of Series K Exchange Rights shall be delivered to the Company free and clear of all Liens and should any Liens exist or arise with respect to such Units, the Company shall be under no obligation to acquire the same unless, in connection with such acquisition, the Company has elected to pay such portion of the Series K Exchange Consideration in the form of cash consideration in circumstances where such consideration will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration, and the Company is expressly authorized to apply such portion of the Series K Exchange Consideration as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. In the

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event any state or local property transfer tax is payable as a result of the transfer of Series K Offered Units to the Company, the transferring holder thereof shall assume and pay such transfer tax.

(i) In the event that the Company shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange with respect to the Common Stock), in each case as a result of which shares of Common Stock are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), the Series K Exchange Consideration payable thereafter by the Company pursuant to clauses (B) and (C) of Paragraph 6(b) in lieu of a share of Common Stock shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one share of Common Stock, and the Series K Exchange Consideration payable by the Operating Partnership pursuant to the last sentence of Paragraph 6(b) shall be adjusted accordingly.

(j) As of the date hereof (i) the Conversion Factor is 1.0 and (ii) the Common Unit Conversion Factor is 1.0.

(k) The provisions of Article XI and Exhibit D of the Partnership Agreement shall apply to any Common Units received in exchange for, or upon the redemption of, any K-SCUs in accordance with the terms of this Exhibit K.

Section 7. Restrictions on Transfer.

(a) In addition to Transfers permitted pursuant to Article IX of the Partnership Agreement, but subject to Section 9.3 of the Partnership Agreement, the General Partner hereby consents to (i) an Approved Transfer of K-SCUs, and
(ii) the admission of any transferee of a K-SCU pursuant to any Approved Transfer as a Substituted Limited Partner (and the conditions set forth in
Section 9.2 of the Partnership Agreement for such admission will be deemed satisfied) upon the filing with the Operating Partnership of (A) a duly executed and acknowledged instrument of assignment between the transferor and the transferee specifying the K-SCUs being assigned, setting forth the intention of the transferor that such transferee succeed to the transferor's interest as a Limited Partner with respect to the K-SCUs being assigned and agreement of the transferee assuming all of the obligations of a Limited Partner under the Partnership Agreement with respect to such transferred K-SCUs accruing from and after the date of transfer, (B) a duly executed and acknowledged instrument by which the transferee confirms to the Operating Partnership that it accepts and adopts the provisions of the Partnership Agreement applicable to a Limited Partner and (C) any other instruments reasonably required by the General Partner and payment by the transferor of a transfer fee to the Operating Partnership sufficient to cover the reasonable expenses of the transfer, if any.

(b) For the purposes of this Paragraph 7, an "Approved Transfer" shall mean (i) any pledge by an initial holder of K-SCUs or any permitted transferee thereof to an institutional lender as security for a bona fide obligation of the holder, and any transfer to any such pledgee or any designee thereof or purchaser therefrom following a default in the obligation secured by such

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pledge, or (ii) any transfer by a limited liability company or partnership that is an initial holder of K-SCUs to one of its members or partners in partial or complete redemption of their interest in such holder (a "Redeemed Transferee") provided that such Redeemed Transferee was a member or partner of such initial holder upon its acquisition of the K-SCUs and provided further that such transfer is made in conjunction with the delivery of a Series K Exchange Notice with respect to all such transferred K-SCUs.

Section 8. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

Section 9. Severability of Provisions. If any rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the K-SCUs set forth in the Partnership Agreement and this Exhibit K are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of K-SCUs set forth in the Partnership Agreement which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the K-SCUs herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.

Section 10. Preemptive Rights. No holder of K-SCUs shall be entitled to any preemptive rights to subscribe for or acquire any unissued units of the Operating Partnership (whether now or hereafter authorized) or securities of the Operating Partnership convertible into or carrying a right to subscribe to or acquire units of the Operating Partnership.

[Signature on Next Page]

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ATTACHMENT 1 CONTINUED

IN WITNESS WHEREOF, CBL Holdings I, Inc., solely in its capacity as the general partner of the Operating Partnership, has caused this Terms of Series K Special Common Units to be duly executed by its duly authorized officer this 16th day of November, 2005.

CBL HOLDINGS I, INC.

By:/s/ John N. Foy
   -----------------------------------
Name:  John N. Foy
Title:  Vice Chairman of the Board and
         Chief Financial Officer

Acknowledged and Agreed:

CBL & ASSOCIATES PROPERTIES, INC.

By:/s/  John N. Foy__________________________
   ----------------
Name:  John N. Foy
Title:  Vice Chairman of the Board and Chief
       Financial Officer

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Exhibit K
Attachment 1
Original Holders and Record Holders

               Original Holder                               Record Holder                     Number of K-SCUs
----------------------------------------------- ---------------------------------------- -----------------------------
MD Associates, Inc.                                              Same                               8,120

Irene Drieseszun, Trustee, Irene Drieseszun                      Same                              267,983
Restated Trust dated June 3, 1994, as amended

Oak Fing, LLC                                                    Same                              301,493

Saleto, LLC                                                      Same                               50,246

BF Partners, LP                                                  Same                              268,005

BFIP Associates, LP                                              Same                              163,241

East Fing, LLC                                                   Same                               57,224

Tolesa, LLC                                                      Same                               28,612

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Attachment 2

EXHIBIT A

[manually attached]

22

Attachment 3
EXHIBIT C

Allocations

1. Allocations of Gross Income, Net Income and Net Loss.

(a) Except as otherwise provided herein, in each tax year in which there is sufficient Gross Income and Net Income to make all of the allocations described in subsections (i) through (iv) below, Gross Income, Net Income and Net Loss of the Partnership for such tax year shall be allocated among the Partners in the following order and priority:

(i) First, Net Income shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess of (A) the amount of Net Cash Flow distributed to such Partner pursuant to Sections 6.2(a)(i) and (ii) and Section 6.2(e) (but only to the extent of the Preferred Distribution Requirement and Preferred Distribution Shortfalls) for the current and all prior Partnership tax years over (B) the amount of Net Income previously allocated to such Partner pursuant to this Section (a)(i) or pursuant to Section (b)(i);

(ii) Second, for any Partnership tax year ending on or after a date on which Preferred Units are redeemed, Net Income (or Net Losses) shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess (or deficit) of the sum of the applicable Preferred Redemption Amounts for the Preferred Units that have been or are being redeemed during such Partnership tax year over the Preferred Unit Issue Price of such Preferred Units;

(iii) Third, Gross Income shall be allocated to the relevant Partner, on account of SCUs or S-SCUs, or Common Units received on a conversion or redemption of SCUs or S-SCUs in an amount equal to the amount of cash distributed to such Partner in respect of such SCUs or S-SCUs, or Common Units pursuant to Sections 6.2(a)(iii), (iv) and (v) and Sections 6.2(b)(i), (ii) and (iii) (the "Target Amount"). The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (iii) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year, excluding from such Gross Income Net Capital Gain allocated pursuant to Section 1(c) below; provided, however, that such items shall not include items described in section
(e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(a)(iii) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of Gross Income allocated pursuant to this Section 1(a)(iii) shall be adjusted to cause the amount of such tax items to equal the Target Amount. For purposes of determining the amount of cash distributed to such Partners, Special Tax Distributions shall not be taken into account, and Extraordinary Return of Capital Distributions shall be taken into account only to the extent that the amount of such Extraordinary Return of Capital Distributions exceed the aggregate of the Excess Allocations made to such Partners. For this purpose, "Excess Allocations" mean the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs and holders of Common

23

Units received on a conversion or redemption of SCUs and S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distribution made to such Partners. A distribution shall be treated as an Extraordinary Return of Capital Distribution to the extent that such distribution is reasonably attributable to (x) Net Financing Proceeds or (y) proceeds allocable to a transaction generating Net Capital Gain allocated pursuant to
Section 1(c); in either case limited to the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs and holders of Common Units received on a conversion or redemption of SCUs or S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distributions made to such Partners;

(iv) Fourth, Gross Income shall be allocated to the relevant Partner, on account of L-SCUs, K-SCUs or Common Units received on a conversion or redemption of L-SCUs or K-SCUs in an amount equal to the amount of cash distributed to such Partner in respect of such L-SCUs, K-SCUs or Common Units pursuant to Sections 6.2(c)(i), (ii) and (iii) and Sections 6.2(d)(i), (ii) and (iii) (the "Target Amount"). The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (iv) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year (such that if, for example, X% of the Partnership's Gross Income for such year consisted of net capital gain, then X% of the Gross Income allocated under this subsection (iv) would consist of net capital gain); provided, however, that such items shall not include items described in section (e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(a)(iv) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of Gross Income allocated pursuant to this Section 1(a)(iv) shall be adjusted to cause the amount of such tax items to equal the Target Amount;

(v) Fifth, Gross Income shall be allocated to the relevant Partner, on account of the Common Units issued in conjunction with the Panama City Mall contribution, in an amount equal to the amount of cash distributed to such Partner pursuant to Section 6.2 of the Partnership Agreement. The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (v) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year (such that if, for example, X% of the Partnership's Gross Income for such year consisted of net capital gain, then X% of the Gross Income allocated under this subsection (v) would consist of net capital gain); provided, however, that such items shall not include items described in section (e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this
Section 1(a)(v) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of Gross Income allocated pursuant to this Section 1(a)(iv) shall be adjusted to cause the amount of such tax items to equal the Target Amount;

(vi) Sixth, any remaining Net Income and Net Losses (taking into account in determining such Net Income or Net Losses the allocation of Gross

2

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Attachment 3 Continued

Income provided for in subsections (a)(iii), (a)(iv), and (a)(v) above) shall be allocated among the Partners, on account of their Common Units other than Common Units received on a conversion or redemption of SCUs, S-SCUs, L-SCUs or K-SCUs, in accordance with their proportionate ownership of Common Units other than Common Units received on a conversion or redemption of SCUs, S-SCUs, L-SCUs or K-SCUs (except as otherwise required by the Regulations).

(b) Except as otherwise provided herein, in each tax year in which there is not sufficient Gross Income and Net Income to make all of the allocations described in subsections (a)(i) through (a)(v) above, Gross Income, Net Income and Net Loss of the Partnership for such tax year shall be allocated among the Partners in the following order and priority:

(i) First, Net Income shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess of (A) the amount of Net Cash Flow distributed to such Partner pursuant to Sections 6.2(a)(i) and (ii) and Section 6.2(e) (but only to the extent of the Preferred Distribution Requirement and Preferred Distribution Shortfalls) for the current and all prior Partnership tax years over (B) the amount of Net Income previously allocated to such Partner pursuant to this Section (b)(i) or pursuant to Section (a)(i);

(ii) Second, for any Partnership tax year ending on or after a date on which Preferred Units are redeemed, Net Income (or Net Losses) shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess (or deficit) of the sum of the applicable Preferred Redemption Amounts for the Preferred units that have been or are being redeemed during such Partnership tax year over the Preferred Unit Issue Price of such Preferred Units;

(iii) Third, Gross Income, to the extent not previously taken into account in making the allocations required under subsections (a)(i) and
(a)(ii), shall be allocated to the relevant Partner, on account of SCUs or S-SCUs, or Common Units received on a conversion or redemption of such SCUs or S-SCUs in an amount equal to the Target Amount. The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (iii) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year, excluding from such Gross Income Net Capital Gain allocated pursuant to Section 1(c) below; provided, however, that such items shall not include items described in Section
(e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(b)(iii) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of Gross Income allocated pursuant to this Section 1(b)(iii) shall be adjusted to cause the amount of such tax items to equal the Target Amount. For purposes of determining the amount of cash distributed to such Partners, Special Tax Distributions shall not be taken into account, and Extraordinary Return of Capital Distributions shall be taken into account only to the extent that the amount of such Extraordinary Return of Capital Distributions exceed the aggregate of the Excess Allocations made to such Partners. For this purpose, "Excess Allocations" mean the excess of the Tax Net Capital Gain allocated

3

25

Attachment 3 Continued

under Section 3(a) to holders of SCUs or S-SCUs, and holders of Common Units received on a conversion or redemption of SCUs or S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distribution made to such Partners. A distribution shall be treated as an Extraordinary Return of Capital Distribution to the extent that such distribution is reasonably attributable to (x) Net Financing Proceeds or (y) proceeds allocable to a transaction generating Net Capital Gain allocated pursuant to
Section 1(c); in either case limited to the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs, and holders of Common Units received on a conversion or redemption of SCUs or S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distributions made to such Partners.

(iv) Fourth, Gross Income, to the extent not previously taken into account in making the allocations required under subsections (a)(i), (a)(ii), or (a)(iii) shall be allocated to the relevant Partner, on account of L-SCUs, K-SCUs or Common Units received on a conversion or redemption of such L-SCUs or K-SCUs in an amount equal to the Target Amount. The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (b)(iv) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year (such that if, for example, X% of the Partnership's Gross Income for such year consisted of net capital gain, then X% of the Gross Income allocated under this subsection (iv) would consist of net capital gain); provided, however, that such items shall not include items described in Section (e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(b)(iv) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of Gross Income allocated pursuant to this Section 1(b)(iv) shall be adjusted to cause the amount of such tax items to equal the Target Amount;

(v) Fifth, Gross Income (to the extent not previously taken into account in making the allocations required under subsections (a)(i), (a)(ii),
(a)(iii), or (a)(iv)) shall be allocated to the relevant Partner, on account of Common Units issued in conjunction with the Panama City Mall contribution as defined herein below. The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (v) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year (such that if, for example, X% of the Partnership's Gross Income for such year consisted of net capital gain, then X% of the Gross Income allocated under this subsection (v) would consist of net capital gain); provided, however, that such items shall not include items described in Section (e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(b)(v) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of Gross Income allocated pursuant to this Section 1(b)(v) shall be adjusted to cause the amount of such tax items to equal the Target Amount;

(vi) Sixth, any remaining Net Income and Net Losses (taking into account in determining such Net Income or Net Losses the allocation of Gross

4

26

Attachment 3 Continued

Income provided for in subsections (b)(iii), (b)(iv), and (b)(v) above) shall be allocated among the Partners, on account of their Common Units other than Common Units received on a conversion or redemption of SCUs, S-SCUs, L-SCUs or K-SCUs, in accordance with their proportionate ownership of Common Units other than common units received on a conversion or redemption of SCUs, S-SCUs, L-SCUs or K-SCUs (except as otherwise required by the Regulations).

(c) Notwithstanding subsections (a)(iii) and (a)(vi), and subsections (b)
(iii) and (b)(vi), above, holders of SCUs or S-SCUs and holders of Common Units received upon a conversion or redemption of SCUs or S-SCUs may be allocated their proportionate share of Net Capital Gain recognized by the Partnership in a taxable year (in accordance with their proportionate ownership of the aggregate number of SCUs, S-SCUs and Common Units, counting each SCU or S-SCU, as applicable, as the number of Common Units into which it is convertible in accordance with Exhibit E or Exhibit H as applicable), in addition to the amount specified in subsection (a) (iii) above and subsection (b) (iii) above, if each of the following requirements is satisfied:

(i) the Partnership shall have distributed to each holder of SCUs and S-SCUs in cash pursuant to Section 6.2(a)(iv) or 6.2(b)(ii) for the last quarter of such taxable year an amount equal to the Basic Distribution Amount or the S-SCU Basic Distribution Amount, as applicable (determined without taking into account any Special Tax Distribution);

(ii) during such taxable year, the Partnership has recognized Net Capital Gain in connection with a sale of, condemnation of, or disposition of one or more Properties;

(iii) the Partnership has made or will make prior to January 30, of the following tax year a cash distribution (a "Special Tax Distribution") to the Partners, and the portion of such Special Tax Distribution made
(x) to the holders of SCUs and holders of Common Units received upon a conversion or redemption of SCUs equals or exceeds the product of the maximum combined federal, Ohio and Cleveland rates imposed on net capital gains of the applicable holding period (taking into account recapture, if applicable, and the deductibility of state and local taxes) multiplied by the amount of Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs and holders of Common Units received upon a conversion or redemption of SCUs in connection with the allocation under this Section 1(c) of Net Capital Gain to such holders; and (y) to the holders of S-SCUs and holders of Common Units received upon a conversion or redemption of S-SCUs equals or exceeds the product of the maximum combined federal, Ohio and Cleveland rates imposed on net capital gains of the applicable holding period (taking into account recapture, if applicable, and the deductibility of state and local taxes) multiplied by the amount of Tax Net Capital Gain allocated under Section 3(a) to holders of S-SCUs and holders of Common Units received upon a conversion or redemption of S-SCUs in connection with the allocation under this Section 1(c) of Net Capital Gain to such holders. For these purposes, Tax Net Capital Gain means net capital gain, as determined for federal income tax purposes, which is governed by Section 3(a) and not Section 3(c) hereof. For the avoidance of doubt, no portion of any Special Tax Distribution will be

5

27

Attachment 3 Continued

taken into account when determining whether the Partnership has satisfied the distribution requirement of Sections 6.2(a)(iii), 6.2(a)(iv), 6.2(b)(i) and 6.2(b)(ii);

(iv) (A) [intentionally left blank]

(B) with respect to Special Tax Distributions to be made within two years of the Closing Date provided for in the Contribution and Exchange Agreement for Monroeville Mall, the Special Tax Distribution will not cause the aggregate distributions to a holder of S-SCUs or a holder of Common Units received on a conversion or redemption of S-SCUs, other than distributions to such holder in respect of the S-SCU Basic Distribution Amount, to exceed the product of (x) the lesser of such holder's percentage interest in Partnership profits for the year in which the Special Tax Distribution is made or such holder's percentage interest in Partnership profits for the life of the Partnership (as determined for purposes of Regulations Section 1.707-4(b)) and (y) the Partnership's net cash flow from operations for the year in which the Special Tax Distribution is made (as determined for purposes of Regulations Section 1.707-4(b)).

(d) Notwithstanding subsections (a)(iv) and (a)(vi), and subsections
(b)(iv) and (b)(vi) above, holders of L-SCUs shall be allocated Gross Income in excess of the amount in subsections (a)(iv) and (b)(iv) above if and only if (i) all other Common Unit holders have received an income and/or gain allocation equivalent to their cash distributions, and (ii) such allocation of income and/or gain to holders of the L-SCUs is in an amount equivalent to their pro rata portion, treating each SCU, S-SCU, L-SCU and K-SCU as the number of Common Units into which such SCU, S-SCU, L-SCU and K-SCU are convertible pursuant to Exhibit E, Exhibit H, Exhibit J or Exhibit K, as applicable, of the aggregate of the income and/or gain remaining after the other Common Unit holders have been allocated income and/or gain in an amount equivalent to the cash distributions that they received for such fiscal year.

(e) Notwithstanding subsections (a)(iv) and (a)(vi), and subsections
(b)(iv) and (b)(vi) above, holders of K-SCUs and holders of Common Units received upon a conversion or redemption of K-SCUs shall be allocated Gross Income in excess of the amount in subsections (a)(iv) and (b)(iv) above if and only if (i) all other Common Unit holders have received an income and/or gain allocation equivalent to their cash distributions, and (ii) such allocation of income and/or gain to holders of the K-SCUs is in an amount equivalent to their pro rata portion, treating each SCU, S-SCU, L-SCU and K-SCU as the number of Common Units into which such SCU, S-SCU, L-SCU and K-SCU is convertible pursuant to Exhibit E, Exhibit H, Exhibit J or Exhibit K, as applicable, of the aggregate of the income and/or gain remaining after the other Common Unit holders have been allocated income and/or gain in an amount equivalent to the cash distributions that they received for such fiscal year.

(f) Notwithstanding subsections (a)(v) and (a)(vi), and subsections (b)(v) and (b)(vi), above, holders of Common Units issued in conjunction with the Panama City Mall contribution as defined hereinbelow, shall be allocated Gross Income in excess of the amount in subsections (a)(v) and (b)(v) above if and only if (i) all other Common Unit holders have received an income and/or gain allocation equivalent to their cash distributions, and (ii) such allocation of income and/or gain to holders of the L-SCUs is in an amount equivalent to their pro rata

6

28

Attachment 3 Continued

portion, treating each SCU, S-SCU, L-SCU and K-SCU as the number of Common Units into which such SCU, S-SCU, L-SCU and K-SCU are convertible pursuant to Exhibit E, Exhibit H, Exhibit J or Exhibit K, as applicable, of the aggregate of the income and/or gain remaining after the other Common Unit holders have been allocated income and/or gain in an amount equivalent to the cash distributions that they received for such fiscal year.

(g) Notwithstanding subsections (a), (b), (c), (d), (e) and (f), Net Income and Net Losses from a Liquidation Transaction shall be allocated as follows:

(i) First, Net Income (or Net Losses) from the Liquidation Transaction shall be allocated to the relevant Partner, in connection with the Preferred Units, in an amount equal to the excess (or deficit) of the sum of the applicable Preferred Redemption Amounts of the Preferred Units which have been or will be redeemed with the proceeds of the Liquidation Transaction over the Preferred Unit Issue Price of such Preferred Units;

(ii) Second, Net Income (or Net Losses) from the Liquidation Transaction shall be allocated among the Partners owning SCUs, S-SCUs, L-SCUs, K-SCUs or Common Units so that the Capital Accounts of the Partners (excluding from the Capital Account of any Partner the amount attributable to such Partner's Preferred Units) are proportional to the number of Common Units held by each Partner. For purposes of this subsection (ii), each SCU, S-SCU, L-SCU or K-SCUs shall be treated as the number of Common Units into which the SCU, S-SCUs, L-SCUs or K-SCUs are convertible pursuant to the terms of Exhibit E, Exhibit H, Exhibit J or Exhibit K, as applicable, to the Agreement.

(iii) Third, any remaining Net Income or Net Losses from the Liquidation Transaction shall be allocated among the Partners owning SCUs, S-SCUs, L-SCUs, K-SCUs or Common Units in accordance with their proportionate ownership of Common Units. For purposes of this subsection (iii), each SCU, S-SCU, L-SCU or K-SCU shall be treated as the number of Common Units into which the SCU, S-SCU, L-SCU or K-SCU is convertible pursuant to the terms of Exhibit E, Exhibit H, Exhibit J or Exhibit K, as applicable, to the Agreement.

2. Special Allocations. Notwithstanding any provisions of Section 1 of this Exhibit C, the following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the net decrease in Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(f). This subsection (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted

7

29

Attachment 3 Continued

consistently therewith. Allocations pursuant to this subsection (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto.

(b) Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year (other than due to the conversion, refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Partnership property as further outlined in Regulation Section 1.704-2(i)(4)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Sections 1.704-2(i)(4) and (j)(2). This subsection (b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said sections of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subsection (b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto.

(c) Qualified Income Offset. In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This subsection (c) is intended to constitute a "qualified income offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be allocated to the Partners in accordance with their proportionate ownership of Common Units other than Common Units issued on a redemption or conversion of SCUs, S-SCUs L-SCUs or K-SCUs.

(e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the Partner Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Sections 1.704-2(b)(4) and (i)(1)).

(f) Curative Allocations. The Regulatory Allocations (as defined below) shall be taken into account in allocating other items of income (including Gross Income), gain, loss, and deduction among the Partners so that, to the extent possible, the cumulative net amount of allocations of Partnership Items under Sections 1 and 2 of this Exhibit C shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred. To the extent that there is an allocation under Section 2(a) or (b)

8

30

Attachment 3 Continued

hereof of Partnership income or gain to a holder of SCUs, S-SCUs, L-SCUs, K-SCUs or Common Units issued on a redemption or conversion of SCUs, S-SCUs, L-SCUs or K-SCUs, there will be a correspondingly smaller allocation of Gross Income to such holder under Sections 1(a)(iii), 1(a)(iv),l(b)(iii), or 1(b)(iv) hereof. This subsection (f) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith. For purposes hereof, "Regulatory Allocations" shall mean the allocations provided under this Section 2.

3. Tax Allocations.

(a) Generally. Subject to subsections (b) and (c) hereof, items of income, gain, loss, deduction and credit to be allocated for income tax purposes (collectively, "Tax Items") shall be allocated among the Partners on the same basis as their respective book items.

(b) Sections 1245/1250 Recapture. If any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Section 1245 or 1250 ("Affected Gain"), then (A) such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and (B) other Tax Items of gain of the same character that would have been recognized, but for the application of Code Section 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to subsection (A) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Section 1245 and/or 1250 not applied. For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income and Net Loss for such respective period.

(c) Allocations Respecting Section 704(c) and Revaluations: Curative Allocations Resulting from the Ceiling Rule. Notwithstanding subsection (b) hereof, Tax Items with respect to Partnership property that is subject to Code
Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively, "Section 704(c) Tax Items") shall be allocated in accordance with said Code section and/or Regulation Section 1.704-1(b)(4)(i), as the case may be. The allocation of Tax Items shall be subject to the ceiling rule stated in Regulation Section 1.704-1(c) and Regulation Section 1.704-3, except that with respect to the properties contributed to the Partnership (the "Jacobs Properties") pursuant to the Master Contribution Agreement dated September 25, 2000 among Jacobs Realty Investors Limited Partnership, CBL & Associates Properties, Inc., CBL & Associates Limited Partnership and others (as amended, the "Master Contribution Agreement"), the property ( "Monroeville Mall") contributed to the Partnership pursuant to the Contribution and Exchange Agreement for Monroeville Mall, the property ("Laurel Park Place") contributed to the Partnership pursuant to the Contribution and Exchange Agreement for Laurel Park Place and the property ("Panama City Mall") contributed to the Partnership pursuant to the Contribution and Exchange for Panama City Mall, and Oak Park Mall and Eastland Mall (collectively: the "CWB Properties") contributed to the Partnership pursuant to Contribution Agreements and Joint Escrow Instructions dated as of October 19, 2005, curative allocations of gain

9

31

Attachment 3 Continued

recognized on a disposition of a direct or indirect interest in a Jacobs Property, the Monroeville Mall, Laurel Park Place, Panama City Mall or a CWB Property may be made to the extent permitted in Regulation Section 1.704-3(c) respectively. The Partnership shall allocate items of income, gain, loss and deduction allocated to it by a Property Partnership to the Partner or Partners contributing the interest or interests in such Property Partnership, so that, to the greatest extent possible, such contributing Partner or Partners are allocated the same amount and character of items of income, gain, loss and deduction with respect to such Property Partnership that they would have been allocated had they contributed undivided interests in the assets owned by such Property Partnership to the Partnership in lieu of contributing the interest or interests in the Property Partnership to the Partnership. Notwithstanding the above, with respect to property contributed to the Partnership after the date hereof, such Section 704(c) Tax Items may be allocated under such method selected by the General Partner that is consistent with the Section 704(c) Regulations.

4. Certain Allocations of Depreciation and Loss. Notwithstanding anything in this Exhibit C to the contrary, depreciation, amortization, gain and loss attributable to an adjustment under Section 743 or Section 734 of the Code of the federal income tax basis of Partnership assets (including adjustments made prior to or after the contribution of the relevant assets or indirect interests therein to the Partnership) shall be allocated to the direct or indirect partner, or such partner's successor or assign, whose death or acquisition of a direct or indirect interest gave rise to the adjustments, except to the extent such allocations would not be valid as a result of a change in tax law occurring after the date of the Master Contribution Agreement.

5. Clarification Regarding L-SCUs' Conversion to Common Units. Throughout this Exhibit C, reference is made to "L-SCUs or Common Units received on a conversion or redemption of such L-SCUs" or words to similar effect. The terms and rights of the L-SCUs are set forth on Exhibit J of the Partnership Agreement and such rights do not include the right on the part of the holder of L-SCUs to convert such L-SCUs to Common Units in all circumstances. However, circumstances may arise where holders of L-SCUs receive Common Units in exchange for or in redemption of L-SCUs, i.e., on a Recapitalization Transaction as defined in Exhibit J. The references to L-SCUs being converted to Common Units or Common Units being received in redemption of L-SCUs as set forth above shall not be construed as amending, reducing, expanding or otherwise changing the terms and rights of the L-SCUs as set forth on Exhibit J.


Exhibit 10.16.5

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of _________, 2005, by and between CBL & Associates Properties, Inc., a Delaware corporation (the "Company"), and the holders of K-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 (as defined below), each Holder has been issued Series K Special Common Units of limited partnership interest ("K-SCUs") in CBL & Associates Limited Partnership, a Delaware limited partnership (the "Operating Partnership");

WHEREAS, in connection therewith, the Company has agreed to grant to the Holders 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:

DEFINITIONS

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 K-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).

"Contribution Agreement" means, as applicable, (i) the Contribution Agreement and Joint Escrow Instructions, dated as of October_______, 2005, among Oak Park Investment, L.P., on the one part, and the Operating Partnership, on the other part; and (ii) the Contribution Agreement and Joint Escrow Instructions, dated as of October_______, 2005, among B-M-J Development, Limited Partnership, on the one part, and the Operating Partnership, on the other part, in each case as the same may be further amended, supplemented or modified.

1

"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 K-SCUs or Common Units for shares of Common Stock pursuant to Exhibit K of the OP Partnership Agreement.

"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 K-SCU or Common Unit that, in accordance with the terms of the K-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).

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

"OP Partnership Agreement" means the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated June 15, 2005, as amended by the First 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

2

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).

"K-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).

[This provision has been intentionally omitted.]

DEMAND REGISTRATION RIGHTS

Section 3.1 Notice and Registration. Upon written notice from a Holder or Holders, or 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 or issuable to such Holders upon conversion or exchange of K-SCUs or Common Units, the Company will use all commercially reasonable efforts to effect (at the earliest possible date) the registration under the Securities Act of all Eligible Securities held by or issuable to all Holders for disposition by means of a shelf registration statement for all Eligible Securities 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, provided that:

(a) 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 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

3

Offering, (ii) promptly after abandonment of such Company Offering or (iii) one hundred and twenty (120) days after the date of written notice from the Holders who initially requested registration (such period a "Company Sale Period");

(b) 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, 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; and

(c) 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 the Holders, or any portion thereof, in any Shelf Registration Statement being filed by the Company, and such registration shall be deemed to have satisfied the Company's obligations pursuant to this Section 3 with respect to that Holder and the Eligible Securities so registered.

Section 3.2. Limitation on Registration Rights. Notwithstanding anything in Section 3.1 to the contrary, only a Holder or Holders of a total of 105,000 Conversion Shares, or a Holder or Holders of K-SCUs or Common Units convertible or exchangeable for a total of 105,000 Conversion Shares, may request a registration by the Company pursuant to Section 3.1 hereof.

Section 3.3. Registration Expenses. The Company shall pay the Registration Expenses with respect to any registration of Eligible Securities pursuant to this Article 3.

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

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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 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 a merger, acquisition, subscription offer or 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

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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. No Eligible Securities that are the subject of a registration pursuant to Article 3 shall thereafter be entitled to become the subject of a registration pursuant to this Article 4.

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.

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 within 90 days of receipt by the Company of a written notice pursuant to the provisions of Section 3.1 of this Agreement 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

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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

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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:

A. (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

B. (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.

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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.

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.

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

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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

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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.

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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.

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 Conversion Shares, K-SCUs and/or Common Units in a manner permitted under the OP Partnership Agreement, such Conversion Shares, K-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

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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]

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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: _____________________________
Name:
Title:

Signatures of Holders on Next Page

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HOLDERS:
[------------------]
By: [_________________________]
By: ____________________________
Name:
Title:

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Schedule A Holders:

[to be provided]


Exhibit 10.23.1

CONTRIBUTION AGREEMENT
AND JOINT ESCROW INSTRUCTIONS

THIS CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 17th day of October, 2005 (the "Effective Date") by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("CBL/OP"); OAK PARK INVESTMENT, L.P., a Delaware limited partnership ("Property Owner") and the general and limited partners of Property Owner listed on Schedule I hereto (the "Contributors"), which term shall also include any limited partnership or limited liability company [a "Family Entity"] formed by one or more of the parties listed on Schedule I to hold their "LLC Interests" [defined below]).

WITNESSETH:

WHEREAS, Property Owner is the owner of Oak Park Mall, a regional retail shopping center, and related land, improvements and property located in Overland Park, Johnson County, Kansas, which is more particularly described in, and is the subject of, this Agreement; and

WHEREAS, Contributors consist of all of the general and limited partners of Property Owner; and

WHEREAS, Contributors intend to (i) cause Property Owner to form a new Delaware limited liability company under a name approved by CBL/OP (the "Company"); (ii) cause Property Owner to contribute the Shopping Center to the Company; and (iii) cause the Property Owner to be liquidated and to distribute one hundred percent (100%) of the membership interests in the Company (the "LLC Interests") to the Contributors; and

WHEREAS, CBL/OP is a Delaware limited partnership which desires to acquire the LLC Interests; and

WHEREAS, Contributors desire to contribute the LLC Interests to CBL/OP in exchange for either limited partnership interests in CBL/OP (as described hereinbelow) or cash consideration, or a combination of the foregoing, as described in this Agreement; and

WHEREAS, Contributors intend to cause Company to refinance its existing mortgage indebtedness and to distribute the excess refinancing proceeds to Contributors prior to the contribution of the LLC Interests to CBL/OP; and

WHEREAS, CBL/OP desires to acquire the LLC Interests from Contributors in exchange for the Total Consideration (as defined hereinafter), subject to and upon all of the terms, covenants and conditions of this Agreement; and

WHEREAS, it is expected that the exchange of the LLC Interests for partnership interests will qualify for Federal income tax purposes as a tax free transfer pursuant to Section 721 of the Code, and will not be subject to Section 707(a)(2)(B) of the Code, and the parties will file their tax returns and keep their books and records in a manner consistent with this expectation.

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NOW, THEREFORE, in consideration of the premises and the mutual undertakings in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS

This Article I sets forth certain definitions and fundamental provisions for purposes of this Agreement. An index of defined terms used in this Agreement is included with the Table of Contents of this Agreement.

1.1 "Property" means, collectively, all of Property Owner's right, title and interest in the Land, the Ground Lease (as both lessee and lessor thereunder), the Appurtenances, the Improvements, the Service Contracts, the Intangible Property, the Tenant Leases, the Personal Property and the Tenant Security Deposits, as such terms are defined below.

1.1.1 "Land" means, collectively, those certain parcels of land located in Overland Park, Kansas, which are described in Exhibit A attached hereto.

1.1.2 "Ground Lease" means that certain Amendment and Restatement of Lease dated December 18, 1992, between Property Owner, as Tenant, and Challenger, Inc., a Kansas corporation ("Challenger"), as Landlord, demising the Land, as modified by Supplemental Agreement dated December 18, 1992, among Property Owner, Challenger and J. C. Nichols Company, a Missouri corporation, and Amendment of Restriction Agreement and Supplemental Agreement dated August 8, 2003, among Highwoods Realty Limited Partnership (successor-in-interest to J. C. Nichols Company), Challenger and Property Owner. Notice of the Ground Lease is imparted by Memorandum of Lease dated December 18, 1992, between Property Owner and Challenger, recorded in the Official Records on December 28, 1992, in Vol. 3808 at Page 728. Property Owner acquired fee title to the Land from Challenger by Special Warranty Deed dated August 8, 2003, recorded in the Official Records on August 8, 2003, in Book 9361 at Page 875, at which time Property Owner elected to have the Ground Lease continue in existence and not allow its leasehold estate thereunder to merge with its fee title, as evidenced by Statement of Intent Regarding Ground Lease dated August 8, 2003, recorded in the Official Records on August 8, 2003, in Book 9361 at Page 903.

1.1.3 "Appurtenances" means all right, title and interest, if any, of Property Owner in and to the following: (a) all land lying in the bed of any street, highway, road or avenue, open or proposed, public or private, in front of or adjoining the Land, to the center line thereof; (b) all rights of way, highways, public places, easements, appendages, appurtenances, sidewalks, alleys, strips and gores of land adjoining or appurtenant to the Land which are now or hereafter may be used in connection with the Property; (c) all awards to be made in lieu of any of the foregoing or for damages to the Land by reason of the change of grade of any street, highway, road or avenue; and (d) all easements, rights and privileges benefiting the applicable Land, including, without limitation, those under the Operating Agreement.

1.1.4 "Improvements" means all buildings, structures, improvements and fixtures located on the Land.

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1.1.5 "Service Contracts" means any service, supply, maintenance, repair, construction and management contracts to which Property Owner is a party relating to the Real Property (as defined below).

1.1.6 "Intangible Property" means all assignable intangible personal property, if any, now or through the date of Closing owned by Property Owner and arising out of or in connection with Property Owner's ownership of the Real Property, the Service Contracts, Tenant Leases and the Personal Property, including (to the extent any such items exist) (a) Property Owner's rights to use any plans, specifications and drawings relating to the Improvements (subject to the rights of the parties who prepared the same), (b) Property Owner's rights to any current names, logos, designs, trademarks, service marks, copyrights, and trade names used solely in connection with the Real Property (including but not limited to any internet domain names), (c) the goodwill of Property Owner in connection with the Real Property, (e) all advertising materials, marketing programs and strategies, and other similar rights relating solely to Property Owner's use and operation of the Real Property, the Service Contracts, Tenant Leases and the Personal Property, (f) any transferable licenses, permits and certificates of occupancy issued by governmental authorities relating solely to the use, maintenance, occupancy and/or operation of the Real Property, (g) any presently effective and assignable warranties and guaranties issued solely with respect to the Real Property, the Service Contracts, Tenant Leases and the Personal Property, and (h) the Books and Records (as defined below).

1.1.7 "Tenant Leases" means any and all space leases, licenses, concessions or other such arrangements for use of space within the Real Property. Such leases include, without limitation, the agreements listed and described on Exhibit I, hereinafter referred to as the "Lease Schedule/Rent Roll" attached hereto and by this reference incorporated herein and made a part hereof.

1.1.8 "Personal Property" means, to the extent any such items exist, any apparatus, furniture, appliances, building supplies, equipment, machinery and other tangible items of personal property owned by Property Owner and presently affixed, attached to, placed or situated upon the Real Property and used exclusively in connection with the ownership, operation and occupancy of the Real Property. Personal Property does not include any items of personal property leased to Property Owner or otherwise owned by third parties, or any of the Excluded Property referred to in Section 2.2 below.

1.1.9 "Real Property" means collectively the Land, the Improvements and the Appurtenances.

1.1.10 "Tenant Security Deposits" means all refundable security deposits, letters of credit, advance rental payments and other deposits of tenants ("Tenants") under Tenant Leases which, as of the Closing Date, have not been applied and are then held by and are in the possession of Property Owner.

1.1.11 "Operating Agreement" means the Construction, Operation and Reciprocal Easement Agreement dated May 20, 1974, recorded in the Official Records on June 28, 1974, in Vol. 981 at Page 170, as amended by Amendment to Construction, Operation and Reciprocal Easement Agreement and Adoptive Agreement dated January 9, 1975, recorded in the Official Records on February 11, 1975, in Vol. 1015 at Page 150; Second Amendment to Construction, Operation

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and Reciprocal Easement
Agreement dated July 27, 1976, recorded in the Official Records on August 30, 1976, in Vol. 1145 at Page 309; Third Amendment to Construction, Operation and Reciprocal Easement Agreement dated February 13, 1986, recorded in the Official Records on June 19, 1987, in Vol. 2611 at Page 1; Fourth Amendment to Construction, Operation and Reciprocal Easement Agreement dated January 1, 1993, recorded in the Official Records on January 14, 1994, in Vol. 4217 at Page 486; Release of Street Right-of-Way from Construction, Operation and Reciprocal Easement Agreement dated September 10, 1996, recorded in the Official Records on September 30, 1996, in Book 5001 at Page 202; Release of Street Right-of-way from Construction, Operation and Reciprocal Easement Agreement dated September 19, 1996, recorded in the Official Records on October 1, 1996, in Book 5003 at Page 256; Fifth Amendment to Construction, Operation and Reciprocal Easement Agreement dated December 19, 1996, recorded in the Official Records on December 27, 1996, in Vol. 5070 at Page 600; Release of Street Right-of-Way from Construction, Operation and Reciprocal Easement Agreement dated July 18, 1997, recorded in the Official Records on January 27, 1998, in Book 5440 at Page 236; Amendment to Release of Street Right-of-Way from Construction, Operation and Reciprocal Easement Agreement dated July 18, 1997, recorded in the Official Records on September 21, 2005 in Book 20050921 at Page 0008456 and Release of Street Right-of-Way from Construction, Operation and Reciprocal Easement Agreement dated __________, 2005, recorded in the Official Records on __________, 2005, in Book 200508 at Page 001177. The Operating Agreement concerns the operation and maintenance of the Shopping Center (as defined hereinafter). The present parties to the Operating Agreement are Property Owner, Dillard Store Services, Inc., an Arizona corporation ("Dillard"), as to each of its two stores in the Shopping Mall, Nordstrom, Inc., a Washington corporation ("Nordstrom"), The May Department Stores Company, a New York corporation ("May"), and J. C. Penney Properties, Inc., a Delaware corporation ("Penney"). Dillard, Nordstrom, May and Penney are referred to herein collectively as the "Anchor Stores."

1.1.12 "Books and Records" means all site and as built plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans, landscape plans and other plans, diagrams or studies of any kind, if any, now in the possession or reasonable control of Property Owner or Property Owner's Property Manager which relate to the Land, the Improvements or the Personal Property, and all of Property Owner's right, title and interest in and to operating manuals, marketing brochures, market studies, tenant data sheets and other books, records and materials of any kind now in the possession or reasonable control of Property Owner or Property Owner's Property Manager and required in connection with the continuing ownership, operation and management of the Improvements, and all financial and accounting records of the Company and Property Owner for all periods from and after January 1, 1998.

1.2 "Total Consideration" means $392,030,000.00 less the principal balance and accrued interest outstanding on the Closing Date Debt as of the Closing Date, and as adjusted as provided in Article VI.

1.3 "Final Approval Date" means the Effective Date.

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1.4 "Title Objection Deadline" means 5:00 p.m., Kansas City, Missouri time (it being agreed that all times in this Agreement shall be deemed to refer to Kansas City, Missouri time) on the later to occur of (i) the Effective date and (ii) the fifth (5th) Business day after CBL/OP's receipt of all of the Title Documents.

1.5 "Closing Date" means the (A) date that is the earlier of: (i) three (3) business days after the conditions set forth in Sections 5.2.11 and 5.3.7 below have been satisfied pursuant to their terms, and (ii) November 30, 2005, or (B) any earlier date upon which Property Owner and CBL/OP mutually agree.

1.6 "Title Company" means Fidelity National Title Insurance Company whose address is:

1800 Parkway Place
Two Parkway Center, Suite 700 Atlanta, Georgia 30067
Attention: Linda R. Thurman Telephone: (770) 850-9600 Facsimile: (770) 850-8222

1.7 "CBL/OP's Address" means:

CBL & Associates Limited Partnership c/o CBL and Associates Properties, Inc. 2030 Hamilton Place Boulevard CBL Center, Suite 500
Chattanooga, Tennessee 37421-6000 Attention: Jay Wiseman
Facsimile: (423) 490-8626

With a copy to:

Shumacker Witt Gaither & Whitaker, P.C.

2030 Hamilton Place Boulevard

CBL Center, Suite 210
Chattanooga, Tennessee 37421 Attention: Ralph M. Killebrew, Jr.

Telephone: (423) 425-7209

Facsimile: (423) 899-1278 and to

Morrison & Foerster LLP
1290 Avenue of the Americas New York, New York 10104-0185 Attention: Yaacov M. Gross Telephone: (212) 468-8012 Facsimile: (212) 468-7900

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1.8 "Property Owner's Address" means:

Oak Park Investment, L.P.

c/o Copaken, White & Blitt
8900 State Line Rd., Suite 333
Leawood, Kansas 66206

Attention: Keith Copaken
Facsimile: (913) 381-5624 Telephone No.: (913) 381-3840

With a copy to:

Lewis, Rice & Fingersh
1010 Walnut, Suite 500
Kansas City, Missouri 64106 Attention: Peter DiGiovanni Facsimile: (816) 460-6504 Telephone No.: (816) 472-2504

1.9 "Property Owner's Property Manager" means Park Properties, a Kansas general partnership, whose address is 11519 West 95th Street, Overland Park, Kansas 66214.

1.10 "Official Records" means the Official Records of the Register of Deeds for Johnson County, Kansas.

1.11 "Shopping Center" means that certain regional shopping center commonly known as "Oak Park Mall" located in Overland Park, Kansas and comprised of, collectively, the Land, the Appurtenances, the Improvements, the Personal Property, the Intangible Personal Property, the Service Contracts, the Tenant Leases, the Tenant Security Deposits and all other property being transferred or contributed by Property Owner to the Company under the terms of this Agreement.

1.12 "Cash Consideration" means an amount equal to the Total Consideration less the K-SCU Amount (as defined hereinafter).

1.13 "K-SCU Amount" means the aggregate amount of the Election Amounts (as hereinafter defined) (taking into account any reductions in the amounts of such elections provided for in Section 3.2) of all Electing Contributors (as hereinafter defined) (not including any Contributor whose election to be an Electing Contributor is nullified pursuant to the provisions of Section 3.2).

1.14 "K-SCUs" means limited partnership units denoted as Series K Special Common Units ("K-SCUs") which shall have the attributes described in the Description of Partnership Interests (K-SCUs) set forth in Exhibit L and attached to this Agreement.

1.15 "Partnership Interests" means K-SCUs, and any other limited partnership interests in CBL/OP to which or for which they may be converted, as described on Exhibit L hereto.

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1.16 "CBL/OP Partnership Agreement" means the Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership dated June 15, 2005, (i) as amended by the First Amendment to Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership to be executed at Closing and (ii) as the same may be further amended from time to time.

1.17 "CBL/OP Partnership Agreement Amendment" means the First Amendment to Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership to be executed at Closing.

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

1.19 "Escrow Agent" means Fidelity National Title Insurance Company of New York, having its office at 1800 Parkway Place, Two Parkway Center, Suite 700, Atlanta, Georgia 30067; Attention: Linda Thurman.

1.20 "Company LLC Agreement" means that certain limited liability agreement of the Company to be executed at or prior to Closing.

1.21 "Closing Date Debt"1.1 means secured indebtedness of the Company in the principal amount of no less than $266,560,000, and secured by a first mortgage lien on the Shopping Center and the Guarantees.

1.22 "Other Mall Contributors" means those parties identified and defined as "Contributors" in the Eastland Contract. A Contributor hereunder may also be an Other Mall Contributor.

1.23 "Other Mall Electing Contributors" means those Other Mall Contributors that elect to become "Electing Contributors" as defined in, and pursuant to, the Eastland Contract. An Electing Contributor hereunder may also be an Other Mall Electing Contributor.

1.24 "Other Mall Total Consideration" means the aggregate amount of the "Total Consideration" as defined int he Eastland Contract.

ARTICLE II
CONTRIBUTION

2.1 Agreement to Contribute the LLC Interests. At or prior to the Closing, Contributors shall (i) cause Property Owner to form the Company; (ii) cause Property Owner to contribute the Property to the Company free and clear of any liens or encumbrances except for indebtedness that will be refinanced with the Closing Date Debt; (iii) promptly after making the contribution disclosed in clause (ii), cause the Property Owner to be liquidated (but not dissolved) and to distribute the LLC Interests to the Contributors, (iv) cause the Company to refinance its existing mortgage indebtedness with the Closing Date Debt, and (v) distribute the net refinancing proceeds from the Closing Date Debt to the Contributors. Upon and subject to the terms and conditions of this Agreement, at Closing, Contributors agree to transfer and contribute to CBL/OP and/or an entity wholly owned by CBL/OP, the LLC Interests, and CBL/OP agrees to acquire, and/or cause an entity wholly owned by CBL/OP to acquire, the

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LLC Interests from
Contributors in exchange for K-SCUs and/or cash in the aggregate amount of the Total Consideration. Unless otherwise agreed by the Electing Contributors and CBL/OP at least ten (10) days prior to the Closing Date, CBL/OP shall cause an affiliate (that is not a disregarded entity for tax purposes with respect to CBL/OP) to acquire at least 0.01% interest in the Company from one of the Contributors that is not an Electing Contributor, which Contributor shall be designated by the Electing Contributor at least ten (10) days prior to the Closing Date, for the purpose of maintaining the Company as a partnership for tax purposes following the Closing.

2.2 Excluded Property. Notwithstanding anything to the contrary contained in this Agreement, the term "Property" shall not include any of the following items, all of which are excluded from the transfer by Property Owner to the Company hereunder: (a) all cash on hand, other than a working capital reserve of $30,000 (the "Operating Reserve"), checks, money orders or accounts receivable,
(b) any operating accounts, replacement or reserve accounts or other accounts maintained by or on behalf of Property Owner or Property Owner's affiliates with respect to the Property, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or other security deposits or any bonds posted by or on behalf of Property Owner with any governmental authorities, utilities or other parties, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (d) Intentionally Omitted; (e) subject to Article XI below, any claims under Property Owner's insurance policies; (f) any rents, operating expense and tax reimbursements, additional rentals or other sums or amounts due Property Owner from prior tenants or sub-tenants who are not subject to Tenant Leases;
(g) any judgments which have been entered in favor of Property Owner as of the Effective Date for Delinquent Rentals; (h) the Excluded Documents; and (i) Property Owner's accounting software, provided however, that if such software is subject to a license that prohibits its commercial transfer, Property Owner shall, for up to ninety (90) days following the Closing Date, reasonably assist the Company and CBL/OP in reviewing and copying, at CBL/OP's expense (by hard copy as well as electronically) all Books and Records provided to the Company or CBL/OP hereunder in electronic form and to the transfer of such electronic Books and Records to CBL/OP's accounting and property management systems.

2.3 Other Mall Contribution Agreements.

2.3.1 Definitions of other Malls and Purchase Agreements. For purposes hereof,
(i) "Hickory Point Contract" shall mean that certain Purchase and Sale Agreement of even date herewith by and between HP-SP Associates, L.L.C., a Missouri limited liability company, and Hickory Point Mall, Limited Partnership, a Delaware limited partnership (collectively, "Hickory Point Property Owner"), as sellers, and CBL/OP, as buyer, with respect to the property commonly known as Hickory Point Mall, Forsyth, Illinois, herein "Hickory Point Mall"; (ii) "Eastland Contract" shall mean that certain Contribution Agreement of even date herewith by and between B-M-J Development, Limited Partnership, a Delaware limited partnership ("Eastland Property Owner"), and its partners, as contributors, and CBL/OP, with respect to the property commonly known as Eastland Mall, Bloomington, Illinois, herein "Eastland Mall;" and (iii) "Eastland Medical Building Contract" shall mean that certain Purchase and Sale Agreement of even date herewith by and between BMJ Medical, LLC, a Missouri limited liability company ("Eastland Medical Building Property Owner"), as seller, and CBL/OP, as buyer, with respect to the medical

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office building and
related land, improvements and property located in Bloomington, McLean County, Illinois, herein "Eastland Medical Building." The Hickory Point Contract, the Eastland Medical Building Contract and the Eastland Contract are sometimes collectively referred to herein as the "Other Mall Contracts," and Hickory Point Mall, Eastland Medical Building and Eastland Mall are sometimes collectively referred to herein as the "Other Malls."

2.3.2 Other Mall Contracts; Cross Default; Cross Termination. (A) Any default or material breach of a representation or warranty by the property owner and/or contributors under either of the Other Mall Contracts shall constitute a default of Property Owner and/or Contributors under this Agreement, and any proper termination prior to Closing by CBL/OP of either of the Other Mall Contracts as a result of a default or material breach of a representation or warranty by the property owner and/or contributors thereunder, shall constitute CBL/OP's proper election to terminate this Agreement and recover the Letter of Credit or Deposit, as applicable; and (B) any default or material breach of a representation or warranty by CBL/OP under either of the Other Mall Contracts shall constitute a default of CBL/OP under this Agreement, and any proper termination prior to Closing by the property owner of either of the Other Mall Contracts as a result of a default or material breach of a representation or warranty by CBL/OP thereunder, shall constitute Property Owner's proper election to terminate this Agreement that entitles Property Owner to draw on the Letter of Credit and receive payment of the Deposit.

ARTICLE III_
TOTAL CONSIDERATION

3.1 Total Consideration. Subject to the terms of this Agreement, the Total Consideration to be received by the Contributors for the contribution of the LLC Interests to CBL/OP shall be Three Hundred Ninety-two Million Thirty Thousand and 0/100 Dollars ($392,030,000) less the Closing Date Debt and be paid in the form of (i) K-SCUs and (ii) the Cash Consideration, subject to any other adjustments set forth in this Agreement. Each Contributor shall receive the share of the Total Consideration indicated opposite its name on Schedule I hereto. Subject to the limitations in Section 3.2 below, any Contributor may elect to receive all or part of its share of the Total Consideration as K-SCUs. Except to the extent a Contributor validly elects to receive all or a portion of the Total Consideration payable to it in the form of K-SCUs pursuant to Section 3.2 below (and such election is not nullified pursuant to Section 3.2 below, and after taking into account any reductions in the amounts of such elections provided for in Section 3.2), each Contributor shall be paid its share of the Total Consideration by wire transfer of immediately available funds at the Closing.

3.2 K-SCUs. By written notice in the form of Exhibit X hereto ("Election Notice"), given to CBL/OP and Property Owner no later than 5:00 p.m. on the later of (i) 2 business days after the Effective Date, or (ii) October 3, 2005, a Contributor (an "Electing Contributor") may elect to receive all or a part of its share of the Total Consideration (as indicated in the Election Notice) in the form of K-SCUs. Notwithstanding the foregoing, no Contributor may be an Electing Contributor unless such Contributor properly completes, executes and delivers to CBL/OP an Investor Questionnaire in the form of Exhibit Y hereto, pursuant to which such Contributor shall represent and warrant to CBL/OP that such Contributor is an "accredited investor" within the meaning of Regulation D promulgated by the United States Securities and Exchange

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Commission under the
Securities Act of 1933, as amended. In addition, (i) the aggregate amount of the portion of the Total Consideration payable pursuant to this Agreement in the form of K-SCUs to Electing Contributors plus the aggregate amount of the portion of the Other Mall Total Consideration payable under the Other Mall Contracts in the form of K-SCUs to Other Mall Electing Contributors, shall not exceed 55% of the aggregate amount of the Total Consideration payable hereunder plus the Other Mall Total Consideration, and (ii) the aggregate number of record holders of the K-SCUs to be issued to all Electing Contributors hereunder and all Other Mall Electing Contributors shall not exceed 8. If the requirement set forth in clause
(ii) of the preceding sentence would be violated based on the elections by Contributors to be Electing Contributors and the elections of Other Mall Contributors to be Other Mall Electing Contributors (whether or not the requirement in clause (i) of the preceding sentence would be violated or satisfied), then the elections of certain Contributors hereunder to be Electing Contributors and the elections of certain Other Mall Contributors under the Other Mall Contracts to be Other Mall Electing Contributors shall be nullified in their entirety starting with the Contributor or Other Mall Contributor that would receive the smallest number of K-SCUs (and for any Contributor who is also an Other Mall Contributor, the aggregate number of K-SCUs to be received by such Contributor hereunder and under the Other Mall Contracts shall be taken into account in determining the number of K-SCUs to be received by Contributors and Other Mall Contributors), and proceeding to the Contributor or Other Mall Contributor that would receive the next largest number of K-SCUs, and proceeding in this manner to the Contributors or Other Mall Contributors that would receive the next largest number of K-SCUs in ascending order, until the requirement in clause (ii) of the preceding sentence is satisfied. If the requirement of clause
(i) of the second preceding sentence is not satisfied after taking into account all nullifications, if any, of the elections of any Contributors hereunder to be Electing Contributors and the elections of any Other Mall Contributors under the Other Mall Contracts to be Other Mall Electing Contributors, pursuant to the preceding sentence, the amount of the Total Consideration to be received by each Electing Contributor in the form of K-SCUs and the amount of the Other Mall Total Consideration to be received by each Other Mall Electing Contributor in the form of K-SCUs shall be reduced pro rata (in proportion to the amount of the election of each Electing Contributor and each Other Mall Electing Contributor), by the amounts necessary for the requirement of clause (i) of the second preceding sentence to be satisfied. Any Contributor whose election to be an Electing Contributor is nullified in its entirety in accordance with the second preceding sentence shall not be an Electing Contributor for any purpose hereunder. For each Electing Contributor, the "Election Amount" shall be the amount of the Total Consideration that will be paid to such Electing Contributor pursuant to this Agreement in the form of K-SCUs in accordance with the election of such Electing Contributor pursuant to this Section 3.2, taking into account any reduction in the amount of such election pursuant to the preceding sentence. The K-SCUs will be entitled to receive a basic distribution, on a quarterly basis, in an amount equal to a six percent (6%) per annum yield on the K-SCU Amount for the period commencing on the Closing Date and ending on the last day of the calendar quarter during which the Closing Date occurs and the four (4) succeeding calendar quarters, and thereafter a basic distribution, on a quarterly basis, in an amount equal to a six and one-quarter percent (6.25%) per annum yield on the K-SCU Amount. At the Closing, CBL/OP shall issue to each Electing Contributor an aggregate number of K-SCUs in an amount equal to the Election Amount for such Electing Contributor divided by the product of (x) 1.25 multiplied by (y) the average closing price of the common stock of CBL & Associates Properties, Inc., a Delaware corporation and real estate

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investment
trust ("CBL/REIT"), for the ten (10) day period during which the CBL/REIT common stock is traded immediately prior to the Closing Date, as reported by the New York Stock Exchange ("NYSE").

3.3 Informational Materials. A true and correct copy of the CBL/OP Partnership Agreement (excluding the CBL/OP Partnership Agreement Amendment which shall be in effect as of the Closing) has been furnished by CBL/OP to Contributors. Contributors hereby acknowledge and agree that the ownership of Partnership Interests and Contributors' rights and obligations as limited partners of CBL/OP (including, without limitation the right to transfer, encumber, pledge and exchange Partnership Interests) shall be subject to all of the express limitations, terms, provisions and restrictions set forth in the CBL/OP Partnership Agreement as modified by the CBL/OP Partnership Agreement Amendment. In that regard, Contributors hereby covenant and agree that, at Closing, Contributors shall execute any and all documentation reasonably required by CBL/OP and CBL/REIT to formally memorialize the provisions of Sections 3.2 and this 3.3. Contributors further acknowledge that they have access to or have received and reviewed, prior to the date of this Agreement, any and all information that Contributors have deemed necessary with respect to CBL/REIT and Contributors' participation in CBL/OP as a limited partner thereof. Certain materials and information referred to in this Section 3.3 are listed on Schedule 3.3 hereto and shall be collectively referred to as "Informational Materials."

3.4 Registration Rights. Contributors shall be entitled to the registration rights, in respect of K-SCUs issued hereunder, that are set forth in a registration rights agreement substantially in the form attached hereto as Exhibit O (the "Registration Rights Agreement").

3.5 Delivery of Deposit. Within two (2) Business Days following the full execution of this Agreement, CBL/OP shall deliver to Property Owner the Letter of Credit, defined below. As used herein, the term "Deposit" shall mean any proceeds of, or moneys paid in connection with, the Letter of Credit, including, without limitation, any interest thereon. The term "Letter of Credit" shall mean an irrevocable standby letter of credit (i) in the form attached hereto as Exhibit Q and made a part hereof (which shall be same Letter of Credit for the Hickory Point Contract and the Eastland Contract, (ii) in the face amount of Ten Million Dollars ($10,000,000), (iii) naming the Property Owner as beneficiary,
(iv) issued for the benefit of Property Owner, Eastland Property Owner and Hickory Point Property Owner with the ability to draw by Property Owner pursuant to the terms of this Agreement, (v) issued by and drawn upon First Tennessee Bank, N.A. or Wells Fargo Bank, N.A., and (vi) issued for a term of sixty (60) days from its date of issuance with a right, upon ten (10) days notice prior to the expiration of such sixty (60) day term, for CBL/OP to extend the term of the Letter of Credit for an additional sixty (60) days. Property Owner will only be permitted to draw on the Letter of Credit in the event (1) of a default by CBL/OP under this Agreement or under either of the Other Mall Contracts, or (2) the Letter of Credit has not been renewed or extended and less than ten (10) days remain prior to the expiration thereof. In the event of any drawing on any Letter of Credit by Property Owner, the proceeds will be payable exclusively to Escrow Agent, and such proceeds will be held as the Deposit under this Agreement and the Other Mall Contracts and will be subject to disposition by the Escrow Agent in accordance with the terms and conditions of this Agreement and under the Other Mall Contracts. The Deposit shall be non-refundable and the proceeds shall be disbursed 76% to Property Owner, 15.46% to Eastland Property Owner and 8.54% to Hickory Point

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Property Owner in the event of a termination of this Agreement or failure to close by CBL/OP, subject to the exceptions provided in
Section 3.6 below.

3.6 Disposition of Deposit. If the transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, the Letter of Credit shall be returned to CBL/OP at Closing (or if the Letter of Credit is converted to the Deposit before Closing, the Deposit will be applied to the Purchase Price at Closing). If this Agreement is terminated by Property Owner or CBL/OP pursuant to Section 4.3.2, Section 4.3.3, Section 4.3.6, Section 5.2,
Section 5.3, Section 8.3, Section 10.2, Section 11.1, or Section 11.3, the Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as provided in the relevant Section pertaining to such termination. Additionally, if this Agreement is terminated by CBL/OP pursuant to Section 2.3.2, by reason of a default under the Other Mall Contracts by Eastland Property Owner, Eastland Medical Building Property Owner, Hickory Point Property Owner, or the Other Mall Contributors, the Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as provided in Section 2.3.2.

3.7 Cash Consideration Payment. The Cash Consideration shall be paid by wire transfer of immediately available federal funds and allocated among Contributors at the Closing, in accordance with Schedule I hereto, and shall be reduced by the Election Amount for any Electing Contributor. CBL/OP shall deposit such funds into Escrow no later than the Business Day immediately preceding the Closing Date in sufficient time such that the Closing may occur and Escrow Holder will be able to deliver good funds to Contributors or Contributors' designees no later than 1:00 p.m. on the Closing Date.

ARTICLE IV
INSPECTION AND TITLE REVIEW

4.1 CBL/OP's Inspections.

4.1.1 Inspections, Tests and Studies. CBL/OP acknowledges that prior to the Final Approval Date, CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives have been afforded access to the Real Property to inspect and conduct such tests and studies of the Real Property as CBL/OP has deemed appropriate to determine the suitability of the Property for CBL/OP's purposes, and that CBL/OP has performed all such investigations as CBL/OP deems necessary. CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives may continue to have reasonable access to the Real Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary non-invasive tests and studies of the Real Property and the Improvements, but notwithstanding anything to the contrary contained in this Agreement, CBL/OP shall have no right to terminate this Agreement by reason of any matter revealed by any such entry, inspection, tests and studies. CBL/OP shall not conduct any invasive inspections, tests or studies of the Real Property without the specific prior written approval of Property Owner, which approval shall not be unreasonably withheld by Property Owner. If CBL/OP desires access to the Real Property, CBL/OP shall give at least 24 hours prior written or oral notice to Property Owner and Property Owner's Property Manager of CBL/OP's intention to enter the Real Property. Property Owner may impose reasonable conditions on any inspections, tests and studies to be conducted by CBL/OP or CBL/OP's authorized agents, consultants, contractors and representatives to ensure that CBL/OP

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takes all appropriate safety precautions and observes the requirements of Section 4.4 below. At Property Owner's option, a representative of Property Owner may be present for any such inspection, test or study. CBL/OP shall bear the cost of all inspections, tests and studies conducted by or on behalf of CBL/OP.

4.1.2 CBL/OP's Delivery of Information to Property Owner. Upon Property Owner's request, CBL/OP agrees to deliver to Property Owner, promptly following the receipt thereof by CBL/OP and at no cost to Property Owner, copies of any and all reports, tests, studies and test results obtained by CBL/OP from independent third parties by or on behalf of CBL/OP with respect to the Property before or after the execution and delivery of this Agreement, including those involving the structural, geologic, environmental or other condition of the Property or otherwise relating to the Property (collectively, "CBL/OP's Information"). Property Owner hereby acknowledges that CBL/OP has not made and does not make any warranty or representation regarding the truth or accuracy of any CBL/OP's Information, and neither Property Owner nor any Contributor shall have the right to rely on the same unless it obtains the written permission to do so from the preparer thereof. Nothing contained in this Section 4.1.2 shall be deemed to obligate CBL/OP to deliver to Property Owner any CBL/OP's Information which CBL/OP obtains following the Closing.

4.1.3 Tenant and Governmental Authority Inquiries. Subject to the provisions of this Section and Section 4.4 below, CBL/OP shall have the right, as part of CBL/OP's due diligence investigation, to contact the Tenants, the Anchor Stores, Property Owner's Property Manager and governmental authorities about various aspects of the Property. CBL/OP shall provide Property Owner with at least 24 hours prior written or oral notice of each such inquiry, contact, interview and meeting and Property Owner shall have the right to have a representative of Property Owner present and otherwise participate in all such inquiries, contacts, interviews and meetings. Contributors shall not be liable or bound in any manner by any oral or written statements, representations or information provided by any Tenant, any Anchor Store, Property Owner's Property Manager, any governmental authority or any of such parties' personnel, employees or contractors (including any on site building manager or building engineer).

4.2 Document Review.

4.2.1 Property Records. Following the Effective Date, Property Owner shall make available to CBL/OP either at the Real Property or at Property Owner's offices in Leawood, Kansas, or at the Property Manager's office in Overland Park, Kansas, copies of those documents and property records relating solely to the Property, other than the Excluded Documents, which are within the possession of Property Owner or Property Owner's affiliates and advisors. Following the Effective Date, Property Owner shall direct Property Owner's Property Manager to make available to CBL/OP at the Property Manager's office, or at the on-site management office at the Real Property, all of those documents and property records relating solely to the Property, other than the Excluded Documents, which are in the possession of Property Owner's Property Manager. All of such documents, reports, tests, studies and property records delivered to, made available to, copied and/or reviewed by or on behalf of CBL/OP in connection with the Property (whether before or after the Effective Date and specifically including all Tenant Leases and Service Contracts), other than the Excluded Documents, are sometimes referred to collectively herein as the "Property Records."

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4.2.2 Excluded Documents. As used herein, "Excluded Documents" shall mean (a) any purchase and escrow agreements and correspondence pertaining to Property Owner's acquisition of the Property (other than documents pertaining to the physical or environmental condition of the Real Property), (b) any documents pertaining to the potential acquisition of the Property by any past or prospective purchasers (other than documents relating to the physical or environmental condition of the Real Property), (c) any third party purchase inquiries and correspondence, appraisals or economic evaluations of the Property, (d) Property Owner's organizational documents and records, internal budgets, financial projections, reports or correspondence prepared by Property Owner or by Property Owner's advisor exclusively for Property Owner or Property Owner's constituent principals and any other internal documents (other than documents relating to the physical, financial or environmental condition of the Real Property), (e) any personnel records and files maintained by or on behalf of Property Owner with respect to individuals, if any, employed at or in connection with the Real Property which Property Owner is obligated by law or otherwise to keep confidential, and (f) any documents or materials which are the subject of a confidentiality obligation. If any document or material subject to a confidentiality obligation will be binding on the Company after the Closing, Property Owner shall use its best efforts to obtain any required consents to disclose the same to CBL/OP and will notify CBL/OP if there are any such documents or materials for which it has not been able to obtain such consent. Notwithstanding anything in this Section 4.2 to the contrary, Property Owner shall have no obligation to make available to CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives, and CBL/OP and CBL/OP's authorized agents and representatives shall have no right to inspect or make copies of, any of the Excluded Documents.

4.2.3 Proprietary Information. CBL/OP acknowledges and agrees that the Property Records are proprietary and confidential in nature and have been or will be made available to CBL/OP solely to assist CBL/OP in determining the feasibility of purchasing the Property. CBL/OP agrees, prior to the Closing, not to disclose the Property Records, any of the CBL/OP's Information, or any analyses, compilations, studies or other documents or records prepared by or on behalf of CBL/OP from any of the Property Records or the CBL/OP's Information (collectively, the "Proprietary Information") to any party outside of CBL/OP's organization except (a) as necessary to CBL/OP's agents, consultants, contractors, representatives, attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors (collectively, the "Permitted Outside Parties"), or (b) as may be required by any law applicable to CBL/OP. CBL/OP further agrees to notify all Permitted Outside Parties that, prior to the Closing, the Proprietary Information is to be kept confidential and not disclosed to third parties. In permitting CBL/OP and the Permitted Outside Parties to review the Property Records to assist CBL/OP, Property Owner has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either expressed or implied, have been offered, intended or created by Property Owner and any such claims are expressly rejected by Property Owner and waived by CBL/OP.

4.2.4 Return of Property Records. At such time as this Agreement is terminated for any reason, CBL/OP shall return to Property Owner the copies of all of the Property Records delivered to CBL/OP by or on behalf of Property Owner, and CBL/OP shall destroy, and instruct all Permitted Outside Parties in writing to destroy, any and all copies CBL/OP or the Permitted Outside Parties have made of the Property Records.

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4.2.5 No Representation or Warranty By Property Owner. CBL/OP acknowledges that many of the Property Records were prepared by third parties other than Property Owner. CBL/OP further acknowledges and agrees that, except as expressly set forth in this Agreement, (a) neither Property Owner nor any of Property Owner's respective agents, advisors, employees or contractors has made any warranty or representation regarding the truth, accuracy or completeness of the Property Records, (b) Property Owner expressly disclaims any such representation or warranty, and (c) Property Owner has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Records and Property Owner is providing the Property Records or making the Property Records available to CBL/OP solely as an accommodation to CBL/OP.

4.2.6 Remedies. In addition to any other remedies available to Property Owner and Contributors, Property Owner and Contributors shall have the right to seek equitable relief (including specific performance and injunctive relief) against CBL/OP and CBL/OP's agents, consultants, contractors and representatives to enforce the provisions of Section 4.2.3 and Section 4.2.4.

4.3 Title.

4.3.1 Title Documents. Prior to the execution and delivery of this Agreement, CBL/OP received copies of the following items (collectively, the "Title Documents"): (a) that certain Title Commitment No. 020053243 issued effective August 15, 2005 by Chicago Title Insurance Company, as agent for the Title Company with respect to the Real Property (the "Title Commitment"); (b) all documents referred to in the Schedule B exceptions shown on the Title Commitment; (c) that certain ALTA/ACSM Land Title Survey of the Real Property dated June 22, 1998, prepared by Shafer, Kline & Warren, Inc., Overland Park, Kansas as Job No. 101251 (the "ALTA Survey"); and (d) an update and/or modification and recertification of the ALTA Survey which has been ordered by CBL/OP, at CBL/OP's sole cost and expense(the "Updated Survey"). CBL/OP shall promptly request and deliver to the Title Company the Updated Survey in sufficient time prior to the Title Objection Deadline so that any title exception for discrepancies, conflicts in boundary lines, shortages in area, encroachments, easements or claims of easements and other matters which would be disclosed by a physical inspection of the Real Property, the ALTA Survey or by the Updated Survey (collectively, "Survey Exceptions") shall be addressed as Title Objections pursuant to Section 4.3.2 below.

4.3.2 Review of Title. All matters shown in the Title Documents which are not objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property

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Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations").

4.3.3 Additional Title Objections. CBL/OP shall have the right to object to any new title exceptions (other than Permitted Exceptions as defined in Section 4.3.7 below) first raised by the Title Company in any modification, update, recertification or amendment to the Title Commitment which is issued after the Effective Date of this Agreement by giving written notice ("CBL/OP's Additional Title Objection Notice") to Property Owner within 5 days after CBL/OP's receipt of any such modification, update, recertification or amendment, but in any event no later than the Closing Date. If CBL/OP timely delivers CBL/OP's Additional Title Objection Notice to Property Owner specifying CBL/OP's objection to any new title exception first raised in a modification, update, recertification or amendment to the Title Commitment which is issued after the Effective Date of this Agreement (each an "Additional Title Objection" and collectively the "Additional Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to attempt to remove from the Title Commitment or otherwise insure (at Property Owner's expense) against some or all of such Additional Title Objections set forth in any CBL/OP's Additional Title Objection Notice. If Property Owner does not notify CBL/OP in writing within 5 days after Property Owner's receipt of CBL/OP's Additional Title Objection Notice (but in any event prior to the Closing Date) that Property Owner is willing to so remove or otherwise insure against any Additional Title Objections, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or otherwise insure against such Additional Title Objections. If Property Owner does notify CBL/OP that Property Owner is willing to remove or otherwise

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insure against any Additional Title
Objections and thereafter Property Owner is unable to remove or otherwise insure against any Additional Title Objections as indicated in Property Owner's notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Additional Title Objection and proceed with the Closing or terminate this Agreement. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Additional Title Objection, CBL/OP shall be entitled to terminate this Agreement by delivering within 10 days after the CBL/OP's Additional Title Objection Notice written notice to Property Owner and Escrow Holder terminating this Agreement. CBL/OP's failure to deliver such written notice electing to terminate this Agreement to Property Owner and Escrow Holder within such 10 day period shall be deemed CBL/OP's waiver of the particular Additional Title Objection which Property Owner is unable or unwilling to remove from the Title Policy or otherwise insure against. If this Agreement is terminated on or before the Closing Date by reason of an Additional Title Objection, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP (including all interest which has accrued thereon while the Deposit was held by Escrow Holder, but not any interest which has accrued thereon while held by Property Owner) and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. Notwithstanding anything herein to the contrary, if CBL/OP's right to terminate this Agreement pursuant to the foregoing provisions of this Section 4.3.3 has not expired prior thereto, it shall expire upon the Closing Date. If CBL/OP is first notified of any new title exception (other than Permitted Exceptions) less than 15 days prior to the Closing Date, the Closing shall be extended until 5 days after the disposition of such new title exception is determined pursuant to this Section 4.3.3.

4.3.4 Voluntary Title Encumbrances. As used herein "Voluntary Title Encumbrances" means liens or encumbrances against the Property that are created by Property Owner or which result from Property Owner's failure to pay for an obligation of Property Owner after the Effective Date and that can be removed or insured against solely by the payment of a liquidated sum of money; provided, however, that the term "Voluntary Title Encumbrances" as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any action taken or matter of title created by any tenants or Anchor Stores pursuant to the terms and provisions of the Tenant Leases or the Operating Agreement; (c) Tenant Leases or any liens or encumbrances against the Property created pursuant to a Tenant Lease by the Tenant thereunder; (d) any liens or encumbrances against the Property that are approved by CBL/OP or deemed approved by CBL/OP in accordance with the provisions of this Agreement, including, but not limited to, the Closing Date Debt; or (e) any liens or encumbrances against the Property which, pursuant to the Operating Agreement, a Tenant Lease or otherwise, are to be discharged by any Anchor Store, a Tenant or any other occupant of the Real Property. Notwithstanding anything to the contrary contained in Section 4.3.2 or
Section 4.3.3 above, Property Owner shall remove from the Title Policy or otherwise insure against all Voluntary Title Encumbrances on or before the Closing. If from time to time prior to the Closing, either Property Owner or CBL/OP shall become aware of any Voluntary Title Encumbrances, then Property Owner or CBL/OP shall promptly notify the other party thereof, which notice shall describe in reasonable detail the Voluntary Title Encumbrance(s) at issue and Property Owner shall remove from the Title Policy or otherwise insure against all such Voluntary Title Encumbrance(s) on or prior to Closing.

4.3.5 Use of Total Consideration to Discharge Liens. At the Closing, Property Owner may, at Property Owner's/Contributors' option, use the proceeds of the Total

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Consideration to discharge any monetary lien or encumbrance which Property Owner elects to pay or discharge; provided, however, the preceding shall not be construed as obligating Property Owner to satisfy any lien or encumbrance on the Property other than Voluntary Title Encumbrances. Any lien or encumbrance or apparent lien or encumbrance appearing of record against the Property which can be discharged by the payment of money shall not be an objection to title if Property Owner, at Property Owner's sole option, shall at the Closing cause to be delivered either (a) a duly executed and acknowledged satisfaction along with the filing fee, or (b) a payoff letter or demand and the appropriate funds to satisfy the lien or encumbrance.

4.3.6 Title Policy. CBL/OP's obligation to consummate the transactions contemplated by this Agreement shall be subject to and conditioned upon the Title Company's willingness to issue, upon the condition of the payment of the Title Company's premium and the delivery of the documents referred to in Section 5.6 below, an ALTA Extended Coverage Owner's Policy of Title Insurance (referred to herein as the "Title Policy"), insuring the Company in the amount of the Total Consideration plus the Closing Date Debt that fee title to the Real Property is vested in the Company as of the Closing, subject only to the title policy form conditions, exclusions from coverage and exceptions, and the Permitted Exceptions. Notwithstanding the immediately preceding sentence, the issuance of ALTA Extended Coverage and any title endorsements as part of the Title Policy shall not be a condition precedent to the Closing unless (a) CBL/OP has delivered to the Title Company prior to the Closing Date, any necessary modification, update or recertification of the ALTA Survey in current insurable form and otherwise satisfactory to the Title Company, (b) the Title Company confirms in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements which have been requested by CBL/OP prior to the Title Objection Deadline, and (c) CBL/OP pays for all costs of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs of any such title endorsements requested by CBL/OP (other than any endorsements Property Owner has agreed to cause to be issued pursuant to a Property Owner's Title Notice), provided that in any event issuance of a "Fairway" endorsement (with respect to the transfer of the LLC Interests to CBL/OP) and a non-imputation endorsement (with respect to any knowledge that might be imputed to the Company through Property Owner or any Contributor) as part of the Title Policy shall be conditions precedent to the Closing for the benefit of CBL/OP. If, prior to the Title Objection Deadline, CBL/OP has not delivered any necessary modification, update or recertification of the ALTA Survey in current insurable form satisfactory to the Title Company and the Title Company has not confirmed in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements requested by CBL/OP, then the condition in this Section 4.3.6 shall be the Title Company's willingness to issue an ALTA Standard Coverage Owner's Policy of Title Insurance (with only those endorsements the Title Company has affirmatively agreed in writing prior to the Title Objection Deadline to issue) and all references in this Agreement to the "Title Policy" shall mean and refer to such ALTA Standard Coverage Owner's Policy of Title Insurance rather than an ALTA Extended Coverage Owner's Policy of Title Insurance. In the event of any failure of the condition in this Section 4.3.6, CBL/OP shall have the right to terminate this Agreement by delivering written notice thereof to Property Owner and Escrow Holder no later than the Closing Date, and the failure by CBL/OP to timely deliver such notice of termination shall be deemed CBL/OP's waiver of such condition. If such termination notice is provided, Property Owner shall nonetheless have a period of 10 days after receipt of such notice

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to satisfy
such condition (and the Closing Date shall be accordingly extended, if applicable), and if such condition is remedied within such 10 day period, the Closing shall be consummated in accordance with the provisions of this Agreement; provided, however, that in no event shall such cure period extend beyond the expiration of any commitment for the Closing Date Debt or expiration date of any rate lock agreement for the Closing Date Debt (whichever is earlier), as such dates may be extended by Property Owner at its sole cost and expense, unless Property Owner borrows the Closing Date Debt prior to the applicable expiration dates. In the event of any such termination, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. The Title Company's willingness at Closing to issue the Title Policy to CBL/OP shall only be a condition to CBL/OP's obligations and not a covenant of Property Owner.

4.3.7 Permitted Exceptions. As used in this Agreement, the term "Permitted Exceptions" shall mean (a) all matters disclosed in the Title Documents and to which CBL/OP does not raise a Title Objection prior to the Title Objection Deadline, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.2 above; (b) any new title exceptions first raised by the Title Company in any modification, update, recertification or amendment to the Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.3 above; (c) any liens or encumbrances relating to the Closing Date Debt; (d) the Ground Lease; (e) all existing Tenant Leases, all new Tenant Leases and amendments, modifications, supplements and extension to any of the foregoing which are entered into following the Effective Date and are permitted pursuant to this Agreement, and the rights of Tenants in possession thereunder, as tenants only; (f) the Operating Agreement; (g) any financing statements, chattel mortgages or other liens and encumbrances relating to financing obtained by Tenants and encumbering only the property of Tenants; (h) any Survey Exceptions unless objected to by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, business improvement districts or local improvement districts) for the fiscal year in which the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and all other applicable laws, ordinances and governmental regulations affecting the Property; (k) all matters directly or indirectly caused by CBL/OP or arising through CBL/OP; and (l) that Easement Agreement attached hereto as Exhibit R. Notwithstanding anything to the contrary contained in this Agreement, liens and encumbrances for the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any local improvement district levies and special assessments shall not be discharged at Closing and shall not be an objection to title (subject to the proration of the current installments thereof as provided in Section 6.2 below).

4.4 Inspection Obligations.

4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real Property and conducting any investigations, inspections, tests and studies of the Property or the Property Records prior to or following the execution and delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors and representatives shall be obligated to: (a) comply with all terms of the Operating Agreement and the Tenant Leases regarding entry

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rights and obligations
of third parties and not disturb the Anchor Stores, the Tenants or other occupants or interfere with the Anchor Stores', the Tenants' or other occupants' right of quiet enjoyment or use of the Property pursuant to the Operating Agreement, any Tenant Leases or other occupancy rights; (b) not unreasonably interfere with the operation, use and maintenance of the Property or the remainder of the Shopping Center or any of the construction work being performed at the Property or the remainder of the Shopping Center; (c) not damage any part of the Property or the remainder of the Shopping Center or any personal property owned or held by any Anchor Store, any Tenant or other occupant of the Shopping Center or any third party; (d) not injure or otherwise cause bodily harm to Property Owner, any Anchor Store, any Tenant or any other occupant of the Shopping Center or any of their respective agents, contractors and employees, or any other third party; (e) maintain commercial general liability (occurrence) insurance in terms and amounts set forth in Section 4.4.3 covering any accident arising as a result of the presence of CBL/OP and CBL/OP's agents, consultants, contractors and representatives on the Real Property and deliver a certificate of insurance verifying such coverage to Property Owner prior to any entry upon the Real Property (such insurance policy maintained by or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering the indemnities herein and shall (i) name the Property Owner and Property Owner's Property Manager as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by CBL/OP hereunder shall be primary and non-contributing with any other insurance available to Property Owner"); (f) promptly pay when due the costs of all tests, investigations, studies and examinations done with regard to the Property; (g) not permit any liens to attach to the Property or the remainder of the Shopping Center by reason of the exercise of CBL/OP's rights hereunder and promptly remove or cause to be removed (by bonding or otherwise) any such liens which attach to the Property or the remainder of the Shopping Center; (h) fully restore the Real Property and the Personal Property to the condition in which the same was found before any such inspections, tests or studies were undertaken; provided that CBL/OP shall have no obligation to remediate any hazardous materials on the Property except to the extent CBL/OP introduced the same onto the Property or exacerbated any pre-existing hazardous materials condition at the Property; (i) comply with the confidentiality standards set forth in Section 4.2 above; and (j) comply with the terms and provisions of Section 4.1 above.

4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold Property Owner and Property Owner's respective agents, advisors, employees and contractors harmless from and against any and all liens, claims, losses, liabilities, damages, costs, causes of action and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of (a) CBL/OP's negligence or willful misconduct or the negligence or willful misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's investigations, inspections, tests and studies of the Property and/or the Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or representatives of the provisions of this Article IV, excluding, however, any Claims arising from the sole negligence or intentional misconduct of a person to be indemnified hereunder. Notwithstanding any provision to the contrary contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3 and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall survive the Closing or earlier termination of this Agreement.

4.4.3 CBL/OP's Insurance. CBL/OP shall deliver to Property Owner a certificate of insurance providing the following: (a) commercial general liability insurance insuring

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Property Owner for bodily injury, property damage and personal injury liability, each with a limit liability of $3,000,000 for each occurrence and in the aggregate, (b) in like amount covering CBL/OP's contractual liability under the aforesaid hold harmless provision, and automobile liability insurance limits for each occurrence of not less than $1,000,000 with respect to personal injury or death and $500,000 with respect to property damage, and (c) workers compensation insurance or similar insurance in form and in amounts required by law.

4.5 Intentionally omitted.

4.6 CBL/OP Deliveries Upon Termination. If this Agreement is terminated pursuant to any of the applicable terms hereof for any reason other than a default solely on the part of Property Owner or Contributors, (i) the provisions of Section 4.1.2 shall survive such termination for a period of one year and (ii) CBL/OP covenants and agrees to deliver to Property Owner no later than 5 Business Days following the date of such termination the originals of all Property Records, if any, delivered to CBL/OP by or on behalf of Property Owner. In addition to any other remedies available to Property Owner, Property Owner shall have the right to seek equitable relief (including specific performance) against CBL/OP and CBL/OP's representatives to enforce the provisions of this Section 4.6.

4.7 Cancellation of Service Contracts. Subject to the Tenant Prospect Commission Obligations as set forth below, Property Owner shall terminate effective as of the Closing that certain oral leasing and management agreement between Property Owner and Property Owner's Property Manager (the "Property Management Agreement") and any other existing leasing listing agreement entered into by Property Owner for the Real Property. Property Owner shall give notice of cancellation of all Service Contracts except those identified on Exhibit J attached hereto, which notice of termination by Property Owner shall be effective as of the Closing and conditional upon the Closing taking place in a timely manner in accordance with this Agreement. Property Owner and CBL/OP agree as follows with respect to the cancellation fees, penalties, damages or payments, if any, required to be paid for the cancellation of any Service Contracts: (a) CBL/OP shall pay any cancellation fee, penalty, damages or payment required for the cancellation of any Service Contract (other than the Property Management Agreement or any other existing leasing listing agreement entered into by Property Owner for the Real Property) in accordance with CBL/OP's request; (b) Property Owner shall pay any cancellation fee, penalty, damages or payment (other than the Tenant Prospect Commission Obligations) required for the cancellation of the Property Management Agreement or any other existing leasing listing agreement entered into by Property Owner with respect to the Real Property, and (c) the Company shall be responsible for the obligations of Property Owner pursuant to the Property Management Agreement to pay, or reimburse Property Owner for the payment of, a leasing commission to Property Owner's Property Manager if following the termination of the Property Management Agreement a lease is entered into with a party identified as a prospective tenant, and disclosed in writing to CBL/OP at least 5 days prior to the Closing Date, with whom Property Owner and/or Property Owner's Property Manager had been negotiating prior to the termination of the Property Management Agreement (the "Tenant Prospect Commission Obligations"). Notwithstanding anything to the contrary contained herein, Property Owner's cancellation of any Service Contract (other than the Property Management Agreement with Property Owner's Property Manager or any existing leasing listing agreement entered into by Property Owner for the Real Property) shall not be a condition to Closing or CBL/OP's

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obligations hereunder. At the Closing, Property Owner shall terminate all Service Contracts other than those identified on Exhibit J attached hereto. CBL/OP acknowledges that, notwithstanding the foregoing, Property Owner shall have no obligation to terminate and the Company shall assume at Closing the Tenant Prospect Commission Obligations of Property Owner pursuant to the Property Management Agreement.

ARTICLE V
ESCROW AND CLOSING

5.1 Escrow.

5.1.1 Opening of Escrow. Property Owner, Contributors and CBL/OP shall open an escrow (the "Escrow") with Escrow Agent for the consummation of the transaction contemplated by this Agreement by delivering copies of this Agreement executed by the parties to Escrow Agent at the Escrow Agent's address specified in
Section 1.6 above. Upon receipt of this Agreement executed by the parties, Escrow Agent shall (a) execute and date the Joinder by Escrow Agent attached hereto solely in order to evidence Escrow Agent's agreement to act as Escrow Agent in accordance with the terms and provisions of this Agreement, (b) immediately notify Property Owner and CBL/OP in writing by facsimile of the date Escrow Agent has executed the attached Joinder by Escrow Agent and (c) immediately deliver to Property Owner and CBL/OP by overnight courier ink-signed originals of this Agreement fully executed in counterpart by Property Owner, Contributors, CBL/OP and Escrow Agent.

5.1.2 Escrow Instructions. This Agreement, together with such supplementary or further escrow instructions as Property Owner, Contributors and CBL/OP shall provide to Escrow Agent by written agreement, shall constitute the instructions to Escrow Agent for the Escrow. Property Owner, Contributors and CBL/OP hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to close the transaction contemplated hereby. Property Owner, Contributors and CBL/OP also agree to execute, if necessary, Escrow Agent's standard or pre-printed escrow instructions but only to the extent such standard or pre-printed escrow instructions are consistent with this Agreement (including Escrow Agent's duties contained herein) and are reasonably acceptable to Property Owner, Contributors and CBL/OP. Any such additional or supplementary instructions and/or any pre-printed or standard instructions shall not supersede or conflict with this Agreement, and any such conflict shall be governed by the terms of this Agreement.

5.1.3 Closing. As used in this Agreement, the "Closing" shall mean the consummation of the contribution of the LLC Interests and the other transactions contemplated in this Agreement, as evidenced by the deliveries by Contributors of the documents and other items set forth in Section 5.4 below and by the deliveries by CBL/OP of the documents, funds and other items set forth in
Section 5.6 below. Each party shall timely deposit with Escrow Agent the funds, documents and supplementary written escrow instructions required by this Agreement in order to consummate the Closing of the sale and transfer of the Property in accordance with this Agreement.

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5.1.4 Closing Date. The Closing shall occur through Escrow on the Closing Date. Contributors and CBL/OP acknowledge and agree that time is expressly of the essence with respect to the Closing Date specified in Section 1.5, and except as otherwise provided in Sections 4.3.6 and Section 10.2, the failure of either party to timely perform such party's obligations by such Closing Date shall constitute a material breach of this Agreement.

5.2 Conditions Precedent to the Closing for the Benefit of CBL/OP. The Closing and CBL/OP's obligation to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent for CBL/OP's benefit set forth below in this
Section 5.2. The conditions precedent set forth below in Section 5.2.3 through
Section 5.2.12 are referred to as the "CBL/OP Closing Conditions." The CBL/OP Closing Conditions must be satisfied or waived no later than the Closing Date.

5.2.1 Intentionally omitted.

5.2.2 Intentionally omitted.

5.2.3 Property Owner's and Contributors' Deliveries. On or before the Closing Date, Property Owner and/or Contributors shall have delivered to Escrow Agent the documents described in Section 5.4 below.

5.2.4 Representations and Warranties. All representations and warranties of Property Owner and Contributors contained in Section 7.1 of this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date with the same effect as if those representations and warranties were made at and as of the Closing Date and Contributors (or the Contributor Representative identified in Section 13.22 below, on behalf of the Contributors) shall have delivered to CBL/OP a certificate, dated as of the Closing Date, confirming (without material exception or qualification) that all of the representations and warranties of Property Owner and Contributors contained in this Agreement, are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date, and certifying an updated Lease Schedule/Rent Roll in the same form as delivered herewith (the "Contributors Closing Certificate"). If the Contributors Closing Certificate shall contain any material exception or qualification, then this condition shall not be deemed satisfied to such effect. Notwithstanding the foregoing, it is agreed that: (a) any changes to the Lease Schedule/Rent Roll due to any or all of the following shall not constitute material exceptions or qualifications for the purposes of this condition: (i) any new Tenant Leases or amendments, modifications, supplements, or extensions of existing Tenant Leases entered into by Property Owner as permitted under Section 8.4 below, (ii) terminations of any existing Tenant Leases either as entered into or effected by Property Owner as permitted under Section 8.4 below or which do not require the consent or agreement of the Property Owner, or (iii) defaults of any Tenants under any Tenant Leases; and
(b) any change in the physical condition of the Real Property after the Final Approval Date shall not constitute material exceptions or qualifications for the purposes of this condition unless such change in physical condition (1) would cost CBL/OP in excess of One Million Dollars ($1,000,000) to repair, or (2) is due to the failure of Property Owner to perform any express covenant set forth in this Agreement. Nothing set forth in this Section shall be deemed to modify the provisions of Article XI.

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5.2.5 Covenants. As of the Closing Date, Property Owner and Contributors shall have performed all material covenants and/or agreements to be performed by Property Owner and Contributors under this Agreement and Property Owner and Contributors shall not be in material default in the performance of any material covenant or agreement to be performed by Property Owner and Contributors under this Agreement.

5.2.6 Tenant and Anchor Store Estoppel Certificates. On or before the Closing Date, CBL/OP shall have received estoppel certificates, dated not earlier than August 16, 2005, from (i) all of the Anchor Stores ("REA Estoppel Certificates") and (ii) from a sufficient number of non-Anchor Tenants of the Real Property (the "Tenant Estoppel Certificates") so that Tenant Estoppel Certificates shall be received with respect to not less than 80% of the rentable area of the Improvements covered by Tenant Leases of non-Anchor Tenants. Property Owner shall submit REA Estoppel Certificates to the Anchor Stores and the Tenant Estoppel Certificates to the Tenants for execution and use commercially reasonable efforts (as hereinafter described in this Section 5.2.6 below) to obtain REA Estoppel Certificates in form approved by CBL/OP, and Tenant Estoppel Certificates substantially in the form of Exhibit B attached hereto; provided, however, that if the applicable Tenant Lease provides for a Tenant Estoppel Certificate in a form which is different from that attached as Exhibit B hereto or otherwise limits the information required to be certified by the applicable Tenant, then a Tenant Estoppel Certificate in substantially the form provided for in an applicable Tenant Lease, or setting forth only such other information as is required of the applicable Tenant pursuant to the applicable Tenant Lease, shall be deemed in acceptable form (subject to the penultimate sentence of this
Section 5.2.6), and an REA Estoppel shall be deemed in acceptable form (subject to the final sentence of this Section 5.2.6) if an REA Estoppel Certificate covers all matters as are required under the Operating Agreement, or if no such matters are required, if an REA Estoppel Certificate is in the form customarily used by the Anchor Store. Property Owner's sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain such Tenant Estoppel Certificates and REA Estoppel Certificates (such commercially reasonable efforts obligation not including any obligation to institute legal proceedings, waive any rights, or to grant any concessions or expend any monies therefor). Any executed Tenant Estoppel Certificate received from a Tenant which has been modified by the Tenant to allege a material default by Property Owner as landlord under such Tenant's Tenant Lease or facts which are materially inconsistent with the information set forth in the Tenant Estoppel Certificate delivered to such Tenant shall not, at CBL/OP's election, be applied toward the eighty percent (80%) requirement set forth above. Any executed REA Estoppel Certificate which alleges a material default by Property Owner under the Operating Agreement or facts which are materially inconsistent with the information set forth in the REA Estoppel Certificate delivered to such Anchor Store shall not, at CBL/OP's election, satisfy this closing condition.

5.2.7 Condemnation or Casualty. CBL/OP shall not have terminated this Agreement by reason of the condemnation of a Material Portion of the Property in accordance with Section 11.1 below and CBL/OP shall not have terminated this Agreement by reason of Material Damage to the Real Property in accordance with
Section 11.3 below.

5.2.8 Title Policy. As of the Closing Date, the Title Company shall have issued or irrevocably committed to issue the Title Policy to the Company as provided in
Section 4.3.6 above.

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5.2.9 Lender Approval. The lender of the Closing Date Debt shall have approved of the contribution of the LLC Interests to CBL/OP.

5.2.10 Company LLC Agreement. CBL/OP and Property Owner shall have agreed upon the form and content of the Company's limited liability company agreement (including any special purpose provisions thereof) and such agreed upon form shall be entered into by the members of the Company upon formation of the Company and not be modified or amended prior to the contribution of the LLC Interests to CBL/OP without CBL/OP's prior written consent.

5.2.11 Closing Date Debt. The Company shall have refinanced its existing mortgage with the Closing Date Debt which shall comply with the requirements set forth in Section 5.7 below.

5.2.12 Simultaneous Closings Under Other Mall Contracts. The transactions contemplated under the Other Mall Contracts shall close simultaneously with the Closing hereunder, except this shall not be a CBL/OP Closing Condition if the closing under the Other Mall Contracts shall fail to occur by reason of the default of CBL/OP, and in such case, the provisions of Section 2.3.2 shall apply.

CBL/OP shall not willfully or in bad faith act or willfully or in bad faith fail to act for the purpose of permitting any CBL/OP Closing Condition to fail. In the event any of the foregoing CBL/OP Closing Conditions are not satisfied (or otherwise waived by CBL/OP) on the Closing Date for any reason other than a default by Property Owner or Contributors or CBL/OP hereunder, and such failure of condition is not remedied within 10 days after notice to Property Owner of such failure of condition (provided, however, that in no event shall such cure period extend beyond the expiration of any commitment for the Closing Date Debt or expiration date of any rate lock agreement for the Closing Date Debt (whichever is earlier), as such dates may be extended by Property Owner at its sole cost and expense, unless Property Owner borrows the Closing Date Debt prior to the applicable expiration dates), this Agreement shall terminate, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing Condition is also a default by Property Owner or Contributors, the provisions of Section 10.2 shall govern; and in the event the failure of any CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section 10.1 shall govern. CBL/OP shall at all times prior to the termination of this Agreement have the right to waive any of the CBL/OP Closing Conditions. Except for those deemed waivers due to CBL/OP's failure to timely deliver a notice of objection or termination, any such waiver shall be in writing. Furthermore, the election by CBL/OP to proceed with the Closing and the disbursement of the Total Consideration shall be deemed CBL/OP's waiver of any CBL/OP Closing Condition to the extent any such CBL/OP Closing Condition has not been previously satisfied or waived.

5.3 Conditions Precedent to the Closing for the Benefit of Contributors. The Closing and Contributors' obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver by the respective dates designated below of the following conditions precedent for Contributors' benefit set forth below in this Section 5.3.

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The
conditions precedent set forth below in this Section 5.3 are referred to collectively as the "Contributor Conditions Precedent" and individually as a "Contributor Condition Precedent."

5.3.1 CBL/OP's Deliveries. On or before the Closing Date, CBL/OP shall have delivered to Escrow Agent all of the funds and documents as provided in Section 3.2, Section 3.7 and in Section 5.6 of this Agreement.

5.3.2 Intentionally omitted.

5.3.3 Covenants. As of the Closing Date, CBL/OP shall have performed all material covenants and/or agreements to be performed by CBL/OP under this Agreement and CBL/OP shall not be in default in the performance of any material covenant or agreement to be performed by CBL/OP under this Agreement.

5.3.4 Title Policy. As of the Closing Date, the Title Company shall have issued or irrevocably committed to issue the Title Policy to the Company and/or CBL/OP, subject to the limitations provided in Section 4.3.6 above.

5.3.5 Representations and Warranties. All representations and warranties of CBL/OP contained in Section 7.6 of this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date with the same effect as if those representations and warranties were made at and as of the Closing Date and CBL/OP shall have delivered to Contributors a certificate, dated as of the Closing Date, confirming (without material exception or qualification) that all of the representations and warranties of CBL/OP contained in this Agreement, are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (the "CBL/OP Closing Certificate"). If the CBL/OP Closing Certificate shall contain any material exception or qualification, then this condition shall not be deemed satisfied to such effect.

5.3.6 Company LLC Agreement. CBL/OP and Property Owner shall have agreed upon the form and content of the Company's limited liability company agreement (including any special purpose provisions thereof).

5.3.7 Closing Date Debt. The Company shall have refinanced its existing mortgage indebtedness with the Closing Date Debt which shall comply with the requirements set forth in Section 5.7 below.

5.3.8 Simultaneous Closings Under Other Mall Contracts. The transactions contemplated under the Other Mall Contracts shall close simultaneously with the Closing hereunder, except this shall not be a Contributor Closing Condition if the closing under the Other Mall Contracts shall fail to occur by reason of the default of Property Owner or Contributors, and in such case, the provisions of
Section 2.3.2 shall apply.

Neither Property Owner nor the Contributors shall willfully or in bad faith act or willfully or in bad faith fail to act for the purpose of permitting any Contributor Condition Precedent to fail. In the event any of the foregoing Contributor Conditions Precedent are not satisfied (or otherwise waived by Contributors) by the respective dates designated above in this Section 5.3 for any reason other than a default by CBL/OP or Property Owner or Contributors hereunder, this

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Agreement shall terminate, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing Condition is also a default by Property Owner or Contributors, the provisions of Section 10.2 shall govern; and in the event the failure of any CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section 10.1 shall govern. Contributors shall at all times prior to the termination of this Agreement have the right to waive any of the Contributor Conditions Precedent. Any such waiver shall be in writing; provided, however, the election by Contributors to proceed with the Closing and the delivery of the LLC Interests shall be deemed Property Owner's and Contributors' waiver of any Contributor Condition Precedent to the extent any such Contributor Condition Precedent has not been previously satisfied or waived.

5.4 Property Owner's/Contributors' Deliveries. On or prior to the Closing Date, Property Owner or Contributors shall make the following deliveries to Escrow Agent:

5.4.1 Special Warranty Deed. Property Owner shall deliver a special warranty deed in the form attached as Exhibit C hereto (the "Special Warranty Deed"), executed and acknowledged by Property Owner, conveying the Real Property to the Company subject to the Permitted Exceptions, to all matters of record, and to such facts as would be disclosed by an accurate survey.

5.4.2 Tenant Lease Assignment. Property Owner and the Company shall deliver two counterpart originals of an assignment and assumption of leases in the form attached as Exhibit D hereto (the "Assignment and Assumption of Tenant Leases"), executed by Property Owner and the Company, as well as all tenant letters of credit.

5.4.3 Bill of Sale and General Assignment. Property Owner shall deliver two counterpart originals of a bill of sale and general assignment in the form attached as Exhibit E hereto (the "Bill of Sale and General Assignment"), executed by Property Owner and the Company.

5.4.4 Non-Foreign Certificate. Each Contributor shall deliver two counterpart originals of a certification from such Contributor as required by the Foreign Investors Real Property Tax Act, as amended, in the form attached as Exhibit F hereto (the "FIRPTA Certificate"), executed by or on behalf of such Contributor.

5.4.5 Tenant Notices. Property Owner shall join with CBL/OP to execute a notice in the form of Exhibit G hereto (the "Tenant/Anchor Notices") which CBL/OP shall send to each Tenant under each of the Tenant Leases and to each Anchor Store informing such Tenant or Anchor Store of the transfer of the Property and of the assignment to the Company of Property Owner's interest in, and obligations under, the Tenant Leases and the Operating Agreement (including, if applicable any Tenant Deposits) and directing that all rent and other sums payable after Closing under each such Tenant Lease and/or the Operating Agreement shall be paid as set forth in the notice.

5.4.6 Estoppels. Contributors shall deliver such Tenant Estoppel Certificates and REA Estoppel Certificates as are in Property Owner's possession.

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5.4.7 Closing Statement. Contributors (or the Contributor Representative) shall join with CBL/OP in delivering a Closing Statement (defined hereinafter) reflecting the consideration paid at Closing, with all adjustments as set forth herein, and all other costs of the transaction that are customarily included on closing statements in the state wherein the Property is located and pay any such net amount owing at Closing after taking into account the credits and prorations set forth on the Proration and Expense Schedule (as defined hereinafter).

5.4.8 Authority. Each Contributor which is not a natural person shall deliver evidence of the existence, organization and authority of such Contributor and of the authority of the person executing documents on behalf of such Contributor which evidence shall be in the form described on the attached Exhibit P, and shall be subject to the reasonable approval of CBL/OP.

5.4.9 Intentionally Omitted.

5.4.10 Intentionally Omitted.

5.4.11 Operating Agreement Assignment. Property Owner and the Company shall deliver the executed assignment and assumption agreement in the form of Exhibit K attached hereto and by this reference incorporated herein and made a part hereof, assigning to the Company Property Owner's interest in the Operating Agreement.

5.4.12 Ground Lease Assignment. Property Owner and the Company shall deliver two counterpart originals of an assignment and assumption of ground lease in the form attached as Exhibit U hereto (the "Ground Lease Assignment"), executed and acknowledged by Property Owner and the Company.

5.4.13 Original Documents. Property Owner shall deliver to CBL/OP the original Tenant Leases, Operating Agreement, Service Contracts that CBL/OP has elected that the Company assume pursuant to Section 4.7 above and licenses and permits, if any, assigned to the Company and in the possession of Contributors or Contributors' agents or Property Owner's Property Manager, together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property and the Books and Records.

5.4.14 Possession. Subject to the rights of Tenants and the Anchor Stores, Property Owner shall deliver possession and occupancy of the Property together with any keys, electronic pass cards or devices (to the extent in Property Owner's possession or control) to all entrance doors and doors to equipment and utility rooms and vault boxes located in or related to the Property.

5.4.15 Contract Termination. Contributors shall deliver to CBL/OP such evidence satisfactory to CBL/OP that the Property Management Agreement has been terminated, and copies of all correspondence sent and received by Property Owner relating to the termination of those Service Contract that CBL/OP has not agreed to assume.

5.4.16 Updated Lease Schedule/Rent Roll; Contributors Closing Certificate. Contributors shall deliver to CBL/OP an updated Lease Schedule/Rent Roll for the Property

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reflecting the then-current status of all Tenant Leases as of the Closing Date, together with the Contributors Closing Certificate.

5.4.17 Assignment of LLC Interests. Each Contributor shall deliver to CBL/OP an executed Assignment of the LLC Interests, in the form of Exhibit M attached hereto and by this reference incorporated herein and made a part hereof.

5.4.18 Partnership Interest Acknowledgement. Each Electing Contributor shall deliver to CBL/OP an Acknowledgement Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement which shall be substantially in the form attached hereto as Exhibit N.

5.4.19 Owner's Affidavit. The general partners of Property Owner shall deliver to an Owner's Affidavit which shall be substantially in the form attached hereto as Exhibit S and a Non-Imputation Affidavit which shall be substantially in the form attached hereto as Exhibit T.

5.4.20 Other Documents. Property Owner and Contributors shall deliver such other documents as may be reasonably required by Escrow Agent or the Title Company (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Property Owner or Contributors or result in any new or additional obligation, covenant, representation or warranty of Property Owner or Contributors under this Agreement beyond those expressly set forth in this Agreement).

5.5 Existing Property Owner Debt. Property Owner shall be responsible for any prepayment penalties or other prepayment amounts owing to its current lender in connection with the payment of its existing debt and described on Schedule II hereof ("Existing Property Owner Debt").

5.6 CBL/OP's Deliveries. Prior to the Closing Date, CBL/OP shall deliver to Escrow Agent the following:

5.6.1 Funds. The Cash Consideration, plus all net prorations, closing costs and other funds required to be paid or provided by CBL/OP under this Agreement (all monies CBL/OP is required to deliver shall be delivered by wire transfer of immediately available funds to the account designated by Escrow Agent on the Business Day immediately preceding the Closing Date so that the Closing may occur and Escrow Agent will be able to disburse good funds to Contributors (other than Electing Contributors) no later than 1:00 p.m. on the Closing Date).

5.6.2 Partnership Interests. The K-SCUs in the K-SCU Amount.

5.6.3 CBL/OP Partnership Agreement. Sufficient counterpart originals of a fully executed CBL/OP Partnership Agreement Amendment to provide one counterpart original for each Electing Contributor;

5.6.4 Closing Statement. Join with Contributors in delivering a Closing Statement reflecting the consideration paid at Closing, with all adjustments as set forth herein, and all other costs of the transaction that are customarily included on closing statements in the state wherein

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the Property is located and
pay any such net amount owing at Closing after taking into account the credits and prorations set forth on the Proration and Expense Schedule.

5.6.5 CBL/OP Closing Certificate. CBL/OP shall deliver to Contributors the CBL/OP Closing Certificate.

5.6.6 Authority. Evidence of the existence, organization and authority of CBL/OP and of the authority of the persons executing documents on behalf of CBL/OP reasonably satisfactory to the Title Company.

5.6.7 Other Documents. Such other documents as may be reasonably required by Escrow Agent, Property Owner or the Title Company (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of CBL/OP or result in any new or additional obligation, covenant, representation or warranty of CBL/OP under this Agreement beyond those expressly set forth in this Agreement).

5.7 Closing Date Debt. CBL/OP will attempt to obtain the Closing Date Debt for the Company in the principal amount of $294,000,000 provided that if the loan terms are too costly, in the sole opinion of CBL/OP, then CBL/OP will obtain Closing Date Debt in a lower principal amount of not less than $266,560,000. CBL/OP will pay the costs of securing this loan (other than any prepayment penalty incurred by Property Owner in connection with the prepayment of its existing indebtedness with the proceeds of the Closing Date Debt loan). Electing Contributors shall guarantee the Closing Date Debt in an amount equal to their percentage interest of such debt as indicated on Schedule I and otherwise on the terms of the guarantee in the form of Exhibit V hereto ("Guarantees").

5.8 Closing Costs.

5.8.1 Contributors' Closing Costs. Contributors shall pay (a) the portion of the premium for the Title Policy attributable to an ALTA Standard Coverage Title Policy (as well as any endorsements which Property Owner agrees to have issued to cure a Title Objection), (b) all legal and professional fees and fees of other consultants incurred by Property Owner and/or Contributors, (c) the county and city transfer/recording taxes, if any, assessed on the recording of the Special Warranty Deed, (d) one-half of all Escrow fees and Escrow costs related to the contribution of the Property to the Company and the contribution of the LLC Interests to CBL/OP (as opposed to any Escrow fees and Escrow costs related to the Closing Date Debt which shall be paid by CBL/OP), (e) the payment to Property Owner's Broker as provided in Section 5.9 below, and (f) any pre-payment penalties or yield maintenance charges payable on any indebtedness of Property Owner that is not a Permitted Exception.

5.8.2 CBL/OP's Closing Costs. CBL/OP shall pay (a) the excess portion of the premium for the Title Policy attributable to an ALTA Extended Coverage Title Policy (if the Title Policy is an ALTA Extended Coverage Title Policy), (b) the cost of any endorsements to the Title Policy requested by CBL/OP (if the Title Policy includes any endorsements) other than any endorsements which Property Owner agrees to cause to be issued to cure a Title Objection, (c) any cost of obtaining the Updated Survey, (d) the county and city transfer/recording taxes, if any, assessed on the transfer of the LLC Interests to CBL/OP, (e) all legal and professional fees

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and fees of other consultants incurred by CBL/OP, (f) any and all Escrow fees and costs and any other costs and expenses whatsoever related to the Closing Date Debt, (g) all recording fees and charges, (h) one-half of all Escrow fees and Escrow costs related to the contribution of the Property to the Company and the contribution of the LLC Interests to CBL/OP of the Property, and (i) all fees, costs, charges, points, title insurance premiums, recording fees, mortgage registration taxes for the Closing Date Debt and other costs and expenses incurred in connection with the Closing Date Debt.

5.8.3 General Allocation. Any other closing costs and expenses which are not addressed in Section 5.8.1 and Section 5.8.2 above shall be allocated between CBL/OP and Contributors in accordance with the customary practice in the jurisdiction in which the Property is located.

5.9 Real Estate Commissions. Contributors shall be responsible for any commission, fee or other payment which may be due to Eastdil Realty Company, L.L.C., a New York limited liability company ("Property Owner's Broker") at Closing in connection with the transactions contemplated by this Agreement. Except for any commission that may be payable to Property Owner's Broker as set forth above, each party hereto hereby represents and warrants to the other party that no real estate brokerage commission is payable to any person or entity in connection with the transaction contemplated herein based upon any dealings or actions by the party making such representation. Each party further agrees to and shall indemnify, protect, defend and hold the other party harmless from and against the payment of any commission to any person or entity claiming by, through or under the indemnifying party. This indemnification shall extend to any and all claims, liabilities, costs, losses, damages, causes of action and expenses (including reasonable attorneys' fees and court costs) arising as a result of such claims and shall survive the Closing or any termination of this Agreement.

5.10 Real Estate Reporting Person. Escrow Agent is hereby designated the "real estate reporting person" for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045 4 and any settlement statement prepared by the Title Company shall so provide. Upon the Closing, CBL/OP and Property Owner shall cause Escrow Agent to file a Form 1099 information return and send the statement to Contributors as required under the aforementioned statute and regulation.

5.11 Post-Closing Access to Records. CBL/OP, Property Owner's Property Manager (for so long as Property Owner's Property Manager is in existence) and Contributors shall cooperate with each other after Closing in case of either's need in response to any legal requirement, regulatory audit requirement, tax audit, tax return preparation, audit of common area maintenance or other charges assessed against Tenants or Anchor Stores or litigation threatened or brought against either the Company or Property Owner or other legitimate business reason, by allowing the other party and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by such party), at reasonable times to examine and make copies of any and all instruments, files and records pertaining to the Property with respect to any period of time prior to the Closing (including the Books and Records), which right shall survive Closing for a period of 7 years (or in the case of Property Owner's Property Manager, for so long as such entity is in existence).

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5.12 SEC Reporting Requirements. For the period commencing on the Execution Date and continuing through the first anniversary of the Closing Date, and without limitation of other document production otherwise required of Property Owner's Property Manager hereunder, Contributors shall, or shall cause Property Owner's Property Manager to, from time to time, upon reasonable advance written notice from CBL/OP, provide CBL/OP and its representatives with (i) all financial, leasing and other information pertaining to the period of Property Owner's ownership and operation of the Property that is relevant and reasonably necessary, in the opinion of CBL/OP's outside, third party accountants (the "Accountants"), to enable CBL/OP and its Accountants to prepare financial statements and conduct audits of such financial statements in accordance with generally accepted auditing standards such that CBL/OP shall be in compliance with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05 references Rule 3-14 of Regulation S-X of the regulations of the Securities and Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the regulations of the Commission, as applicable; (b) any other rule issued by the Commission and applicable to CBL/OP; and (c) any registration statement, report or disclosure statement filed with the Commission by or on behalf of CBL/OP; and
(ii) a representation letter, signed by the individual(s) responsible for Property Owner's financial reporting, in the form prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, if such representation letter is required by the Accountants to render an opinion concerning Property Owner's financial statements.

ARTICLE VI
PRORATIONS

6.1 General. The following items set forth below in this Article VI are to be adjusted and prorated between Contributors and CBL/OP as of 12:01 a.m. on the Closing Date (the "Adjustment Time"). All prorations shall be calculated as if the Property had been sold by Contributors to CBL/OP on the Closing Date such that CBL/OP shall be deemed to own the Property, and therefore entitled to any revenues and responsible for any expenses, for the entire day upon which the Closing occurs). Such adjustments and prorations shall be calculated on the actual days of the applicable month and all annual prorations shall be based upon a 365 day year. The net amount resulting from the prorations and adjustments provided for in this Article VI (along with the allocation of Closing costs in accordance with Section 5.8 above) shall be added to (if such net amount is in Contributors' favor) or deducted from (if such net amount is in CBL/OP's favor) the amount of the Total Consideration.

6.2 Real Estate Taxes. Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors shall be responsible for all Real Estate Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Taxes shall be prorated based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the

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Closing as soon as the current tax bill or other current information becomes available. Any increase in Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectively.

6.3 Operating Expenses. As used herein, "Operating Expenses" means all fees and charges for sewer, water, electricity, heat and air-conditioning service and other utilities; common area maintenance charges; rental taxes, personal property taxes, business occupational taxes and municipal taxes other than Real Estate Taxes; landlord's contributions to merchant or project associations or to promotional funds; periodic charges payable under Service Contracts assigned to and assumed by CBL/OP; periodic fees payable under transferable licenses and permits for the operation (as opposed to the construction) of the Property; periodic charges under the Operating Agreement; and any other costs and expenses with respect to the operation and maintenance of the Property. Subject to the provisions of Section 6.4.3 below, Operating Expenses shall be prorated as of the Adjustment Time such that Contributors shall be responsible for all Operating Expenses attributable on an accrual basis to the period prior to the Adjustment Time and CBL/OP shall be responsible for all Operating Expenses attributable on an accrual basis to the period from and after the Adjustment Time. If invoices or bills for any of such costs and expenses are unavailable on or before the Closing Date, such costs and expenses shall be estimated and prorated at Closing based upon the latest information available (including prior bills and operating history) and a final and conclusive readjustment of any cost and expense item shall be made upon receipt of the actual invoice or bill, but in all events no later than 90 days following the Closing. CBL/OP shall take all steps necessary to effectuate the transfer of all utilities to CBL/OP's name as of the date of Closing, and where necessary, open a new account in CBL/OP's name and post deposits with the utility companies. CBL/OP and Property Owner's Property Manager shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. If CBL/OP and Property Owner's property Manager are unable to obtain final meter readings as of the Closing Date from all applicable meters, such expenses shall be estimated at Closing based upon the operating history of the Property subject to the final adjustment in all events no later than 90 days following the Closing as provided above in this Section 6.3. Contributors shall be entitled to recover any and all deposits held by any utility companies as of the date of Closing, and if any such deposits are not returned to

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Property Owner on or before the Closing Date and are assigned to CBL/OP, such amounts shall be credited to Contributors' account and increase the amount of funds payable by CBL/OP at Closing.

6.4 Rentals.

6.4.1 Certain Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below in this Section 6.4.1:

(a) "Base Rents" means all fixed rents, base rents, minimum rents or basic rentals payable in fixed installments for stated periods by Tenants under Tenant Leases.

(b) "Overage Rents" means any additional rent, expense reimbursements, utility charges, management charges, common area maintenance or "CAM" charges, escalation rents, operating cost "pass-throughs," and "common area expenses" payable by Tenants under Tenant Leases (whether based upon increases in Operating Expenses, Real Estate Taxes, insurance costs or other operating expenses or taxes or based upon increases in labor costs or cost of living or porter's wages), together with any other additional rent payments based upon Real Estate Taxes or Operating Expenses.

(c) "Percentage Rentals" means rents payable by a Tenant under a Tenant Lease which are expressed as a fixed percentage or percentages of the gross receipts or gross sales of the Tenant.

(d) "Rentals" means, collectively, all Base Rents, Overage Rents, Percentage Rentals and other amounts paid or payable by Tenants under their respective Tenant Leases in connection with their occupancy of the Property. "Rentals" shall not include Tenant Security Deposits.

6.4.2 General. Contributors shall be entitled to all Rentals attributable to the period prior to the Adjustment Time and CBL/OP shall be entitled to all Rentals attributable to the period from and after the Adjustment Time. The amount of any Rentals collected by Property Owner prior to the Adjustment Time and applicable to the period from and after the Adjustment Time shall be credited to CBL/OP at the Closing. Any Rentals (other than Delinquent Rentals to which Contributors are entitled pursuant to Section 6.5 below) which are received by Property Owner's Property Manager or the Contributor Representative subsequent to the Adjustment Time shall be promptly delivered to CBL/OP. The provisions of this
Section 6.4.2 are subject to Section 6.4.3, Section 6.4.4 and Section 6.5 below.

6.4.3 Overage Rents. Overage Rents shall be separately prorated as of the Adjustment Time in the manner provided in this Section 6.4.3. Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents due under each Tenant Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Lease. The actual fiscal year for Overage Rents under each Tenant Lease during which the Closing occurs is hereinafter referred to as the "Applicable Overage Rent Year." Non-delinquent Overage Rent collections for the month in which Closing occurs shall be prorated in the same manner as other Rents. Subject to the preceding sentence, to the extent a Tenant makes advance monthly installments or other interim payments on account of projected

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Overage Rents, Contributors shall
initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by Property Owner or Property Owner's Property Manager on or prior to the Closing Date and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by CBL/OP following Closing. Upon the expiration of the Applicable Overage Rent Year and the determination of the actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Contributors shall prorate the Overage Rents for the Applicable Overage Rents Year as follows: (a) Contributors shall be entitled to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year preceding the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year; and (b) CBL/OP shall be entitled to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year after the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year. To the extent Property Owner has collected in advance monthly installments or other interim payments of projected Overage Rents from a Tenant for the Applicable Overage Rent Year which are in excess of the amount of Overage Rents for such Tenant to which Contributors is/are entitled hereunder, Contributors shall, within 10 Business Days after the year-end adjustment of Overage Rents, reimburse CBL/OP for any part of such excess and upon such reimbursement CBL/OP shall be responsible for any refunds and reimbursements due to the Tenant. To the extent Property Owner has collected in advance monthly installments or other interim payments of projected Overage Rents from a Tenant for the Applicable Overage Rent Year which are less than the amount of Overage Rents for such Tenant to which Contributors are entitled hereunder, CBL/OP shall, to the extent collected by CBL/OP, within 10 Business Days after the year-end adjustment of Overage Rents, reimburse Contributors the amount of any such shortfall.

Any Overage Rent dispute involving (A) a claim by a Tenant for reimbursement or (B) disputing the amount of the expenses, and in the case of either (A) or (B), relating to any period prior to Closing, shall be the Contributors' responsibility as to any sums owed to such Tenant, and any sums deemed due from such Tenant for such periods shall likewise be the Contributors'. CBL/OP shall be responsible for such matters for periods from the date of Closing and thereafter. CBL/OP shall be in control of all Overage Rent disputes following the Closing but the parties agree to cooperate in any Overage Rent dispute involving periods prior to the Closing and to provide information and to assist each other in any litigation or other procedures that may ensue with respect to such Overage Rent disputes. Any settlement of a CAM dispute for periods prior to Closing shall require Contributors' prior approval. Contributors shall be responsible for all court costs, legal fees (including CBL/OP's attorney's fees and costs) and other costs in any such Overage Rent dispute relating to periods prior to Closing, and CBL/OP shall be responsible for all court costs, legal fees (including Contributors' attorney's fees and costs) and other costs in any such Overage Rent dispute relating to periods from the date of Closing and thereafter. In the case of a multi-year Overage Rent dispute in which a portion of the period at issue relates to periods prior to

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the Closing and a portion relates to periods following the Closing, Contributors and CBL/OP shall each bear a pro rata share of the court costs, legal fees (including CBL/OP's and Contributors' attorney's fees) and other costs based on the period involved (i.e., in the case of a CAM dispute involving 3 years, 2 prior to Closing and 1 following Closing, Contributors shall be responsible for 2/3 of the referenced costs and CBL/OP shall be responsible for 1/3). Notwithstanding the foregoing, with respect to any multi-year Overage Rent dispute relating to both periods prior to the Closing and periods after the Closing, Contributors shall have the right to settle such dispute with respect to periods prior to the Closing, and upon consummation of such settlement, if CBL/OP does not settle such dispute with respect to periods after the Closing simultaneously, Contributors shall have no obligation to bear any share of court costs, legal fees or other costs pertaining to such dispute incurred after consummation of such settlement.

6.4.4 Percentage Rentals. Percentage Rentals payable by Tenants under Tenant Leases shall be separately prorated as of the Adjustment Time between CBL/OP and Contributors in the manner provided in this Section 6.4.4. Such proration shall preliminarily be based on 105% of the Percentage Rentals received by Property Owner for the year period preceding the Adjustment Time (the "Projected Percentage Rentals"), with such amount being allocated in the following manner:
Contributors shall be entitled to an amount equal to the product obtained by multiplying the Projected Percentage Rentals by a fraction, the numerator of which is the number of days between January 1, 2005 and the day preceding the Adjustment Time, and the denominator of which is 365, and CBL/OP shall be entitled to the balance of the Projected Percentage Rentals (the "Preliminary Percentage Rent Proration"). Subsequent to the Closing Date, the Preliminary Percentage Rent Proration shall be adjusted in the following manner: the proration of Percentage Rentals shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the fiscal year set forth in each applicable Tenant Lease for the determination of Percentage Rental. The actual fiscal year for Percentage Rental during which the Closing occurs is hereinafter referred to as the "Applicable Percentage Rental Fiscal Year." Upon the expiration of the Applicable Percentage Rental Fiscal Year, CBL/OP and Contributors shall prorate the total annual Percentage Rental due from a Tenant for such Tenant's Applicable Percentage Rental Fiscal Year as follows: (a) Contributors shall be entitled to the portion of the Percentage Rental paid by each Tenant equal to the product obtained by multiplying the total annual Percentage Rental paid by such Tenant by a fraction, the numerator of which fraction is the number of days in the Applicable Percentage Rental Fiscal Year preceding the Adjustment Time and the denominator of which is the total number of days in the Applicable Percentage Rental Fiscal Year; and (b) CBL/OP shall be entitled to the portion of the Percentage Rental paid by each Tenant equal to the product obtained by multiplying the total annual Percentage Rental paid by such Tenant by a fraction, the numerator of which fraction is the total number of days in the Applicable Percentage Rental Fiscal Year after the Adjustment Time and the denominator of which is the number of days in the Applicable Percentage Rental Fiscal Year. Any resulting adjustment shall be effected in conformance with
Section 6.9.

6.5 Delinquent Rentals. As used herein, "Delinquent Rentals" means Base Rents which are due and payable prior to or on the day of the Closing but which have not actually been

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collected by Property Owner as of the day of the Closing.
Contributors' account shall not be credited at the Closing for any Delinquent Rentals but Contributors shall retain all right, title and interest to any Delinquent Rentals and CBL/OP shall have no rights to any Delinquent Rentals. From and after the Closing, Contributor Representative shall be entitled to institute legal proceedings and otherwise attempt to collect any Delinquent Rentals (but without seeking to evict the Tenant) and CBL/OP agrees, at the expense of Contributors, to cooperate with Contributors in connection with such collection efforts by Contributor Representative. Any Delinquent Rentals received by CBL/OP subsequent to the Closing Date shall be first applied to accrued Rents (whether current or that became delinquent following the Closing) owing by the Tenant to CBL/OP, and the balance of Delinquent Rentals shall be promptly remitted to Contributors.

6.6 Security Deposits. At the Closing, Contributors shall retain the amount of any Security Deposits which are in cash form and CBL/OP shall receive a credit toward the Total Consideration for such cash Security Deposits. To the extent Property Owner is holding any Security Deposits in the form of a letter of credit, marketable security or other form of non-cash instrument, then, prior to the Closing, Property Owner shall deliver to the Escrow Agent the original letter of credit or other instrument and, at Contributors' expense or the expense of the applicable Tenant, Property Owner's assignment of the letter of credit, marketable security or other form of non-cash instrument to the Company and an undertaking by Property Owner, until such time as CBL/OP can reasonably obtain a replacement naming the Company as the beneficiary thereof, to draw on or redeem the letter of credit, marketable security or other form of non-cash instrument which names Property Owner/Contributors as beneficiary or payee at the direction and for the benefit of CBL/OP and at no cost, expense or liability to Contributors.

6.7 Anchor Store Payments. All amounts which are paid to Property Owner by the Anchor Stores pursuant to the Operating Agreement (collectively, "Anchor Store Payments") shall be separately prorated as of the Adjustment Time in the manner provided in this Section 6.7. Such proration shall be made on an Anchor Store-by-Anchor Store basis and based upon the total annual Anchor Store Payments due under the Operating Agreement from such Anchor Store for the calendar year or the appropriate fiscal year as applicable under the Operating Agreement. The actual fiscal year for each Anchor Store for Anchor Store Payments under the Operating Agreement during which the Closing occurs is hereinafter referred to as the "Applicable Anchor Store Payment Year." To the extent an Anchor Store makes advance monthly installments or other interim payments on account of projected Anchor Store Payments, Property Owner shall initially retain all such advance monthly installments or other interim payments of projected Anchor Store Payments received by Property Owner prior to the Closing and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Anchor Store Payments received by CBL/OP following the Closing. Upon the expiration of the Applicable Anchor Store Payment Year and the determination of the actual Anchor Store Payments due from the Anchor Store for the Applicable Anchor Store Payment Year, CBL/OP and Property Owner/Contributors shall prorate the Anchor Store Payments for the Applicable Anchor Store Payment Year as follows: (a) With respect to any Anchor Store Payments that are fixed in amount (i.e., payments which are not determined by the amount expended by the Property Owner or the Company for Operating Expenses), (1)Contributors shall be entitled to the portion of the total annual Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store Payment Year equal to the product obtained by multiplying such total

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annual
Anchor Store Payments by a fraction, the numerator of which fraction is the number of days in the Applicable Anchor Store Payment Year preceding the Adjustment Time and the denominator of which fraction is the total number of days in the Applicable Anchor Store Payment Year; and (2) CBL/OP shall be entitled to the portion of the total annual Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store Payment Year equal to the product obtained by multiplying such total annual Anchor Store Payments by a fraction, the numerator of which fraction is the number of days in the Applicable Anchor Store Payment Year after the Adjustment Time and the denominator of which fraction is the total number of days in for the Applicable Anchor Store Payment Year; and (b) with respect to any Anchor Store Payments that are variable in amount (i.e., payments which are determined by the amount expended by the Property Owner or the Company for Operating Expenses), (i) Contributors shall be entitled to the portion of the total annual Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store Payment Year equal to the product obtained by multiplying such total annual Anchor Store Payments due from such Anchor Store by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by such Anchor Store through Anchor Store Payments for the portion of the Applicable Anchor Store Payment Year preceding the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by the Anchor Stores through Anchor Store Payments for the Applicable Anchor Store Payment Year; and (ii) CBL/OP shall be entitled to the portion of the total annual Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store Payment Year equal to the product obtained by multiplying such total annual Anchor Store Payments due from such Anchor Store by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by the Company which are to be reimbursed by such Anchor Store through Anchor Store Payments for the portion of the Applicable Anchor Store Payment Year after the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by the Anchor Stores through Anchor Store Payments for the Applicable Anchor Store Payment Year. To the extent Property Owner has collected in advance monthly installments or other interim payments of projected Anchor Store Payments from an Anchor Store for the Applicable Anchor Store Payment Year which are in excess of the amount of Anchor Store Payments from such Anchor Store to which Contributors are entitled hereunder, Contributors shall, within 10 Business Days after the year-end adjustment of such Anchor Store Payments, reimburse CBL/OP for any part of such excess and upon such reimbursement CBL/OP shall be responsible for any refunds and reimbursements due to such Anchor Store. To the extent Contributors have collected in advance monthly installments or other interim payments of projected Anchor Store Payments from an Anchor Store for the Applicable Anchor Store Payment Year which are less than the amount of Anchor Store Payments from such Anchor Store to which Contributors are entitled hereunder, CBL/OP shall, to the extent collected by CBL/OP, within 10 Business Days after the year-end adjustment of Anchor Store Payments, reimburse Contributors the amount of any such shortfall.

6.8 Tenant Installation Expenses. As used herein, "Leasing Costs" means, collectively, any and all fees, costs, expenses and charges of the landlord arising out of or in connection with entering into any Tenant Lease, any new Tenant Lease for space at the Property and any extensions, renewals or expansions under any Tenant Lease, including (a) brokerage commissions and fees to effect any such leasing transaction (including any fees and commissions

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owed
to Property Owner's Property Manager), (b) expenses ("Tenant Improvement Costs") incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the Tenant's initial construction requirements with regard to such leasing transaction (including any improvements to the Property which are mandated pursuant to applicable building codes and other applicable governmental regulations solely by reason of the tenant improvements being made at the landlord's expense in connection with the leasing transaction), (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, and (d) if there are any Rental concessions covering any period that the Tenant has the right to be in possession of the demised space, the Rentals that would have accrued during the period of such concession. With respect to the Pending Transactions (as defined below) and other Tenant Lease transactions approved by CBL/OP pursuant to
Section 8.4, CBL/OP agrees that the commissions payable by CBL/OP shall be at the following rates: $5.00 per square foot for new Tenant Leases; $2.50 per square foot for Tenant Lease renewals; $1,000.00 for kiosk Tenant Leases. CBL/OP acknowledges that the benefits of Tenant Leases which are executed after the Effective Date of this Agreement and any amendments, modifications, supplements or extensions to existing Tenant Leases which are executed after the Effective Date of this Agreement as well as the benefits of any options under existing Tenant Leases which are exercised after the Effective Date of this Agreement, as well as the consummation of those leasing transactions ("Pending Transactions") described on the attached Exhibit W (whether consummated before or after the Effective Date) shall all primarily accrue to the benefit of CBL/OP. Except for the Pending Transactions, Property Owner and/or Contributors shall be responsible for only (i) those Leasing Costs which are due and payable in connection with Tenant Leases which have been executed prior to the Effective Date of this Agreement, (ii) those Leasing Costs which are due and payable in connection with amendments, modifications, supplements or extensions to Tenant Leases which have been executed prior to the Effective Date of this Agreement, and (iii) those Leasing Costs which are due and payable in connection with options under Tenant Leases which have been exercised prior to the Effective Date of this Agreement. CBL/OP shall be responsible for (1) all Leasing Costs in connection with the Pending Transactions and with any Tenant Leases which are executed after the Effective Date of this Agreement (with CBL/OP's approval pursuant to Section 8.4 below); (2) all Leasing Costs in connection with any amendments, modifications, supplements or extensions of Tenant Leases which are executed following the Effective Date of this Agreement (with CBL/OP's approval pursuant to Section 8.4 below); and (3) all Leasing Costs as set forth in the applicable Tenant Lease in connection with options under Tenant Leases which are exercised after the Effective Date of this Agreement. Such Leasing Costs shall be apportioned at Closing to reflect the foregoing responsibilities. CBL/OP shall assume at Closing all tenant improvement construction contracts for tenant improvement work which is in progress as of the Closing and, to the extent the cost thereof is to be borne by the landlord under the applicable Tenant Lease, upon the Closing, CBL/OP shall receive a credit toward payment of the Total Consideration for any amounts due under such construction contracts assumed by CBL/OP and any other Leasing Costs which are the responsibility of Property Owner an/or Contributors pursuant to this Section 6.8. CBL/OP acknowledges that tenant improvement and other work in connection with Tenant Leases is being performed by third party contractors and nothing contained in this Section 6.8 shall be deemed or construed to constitute any representation or warranty by Property Owner with respect to Leasing Costs, including the quality or workmanship of any tenant improvements under construction or to be

39

constructed
under existing Tenant Leases, and Property Owner hereby expressly disclaims any such representation or warranty. Without limiting the foregoing, CBL/OP shall look solely to the third party contractor to correct any defects or shortcomings in materials or workmanship and nothing contained in this Section 6.8 shall make Property Owner/Contributors responsible for any such defects or shortcomings in any work performed in connection with Tenant Leases.

6.9 Adjustment Procedure. Not less than two Business Days prior to the Closing Date, Contributor Representative and CBL/OP shall agree upon a schedule of the allocation of costs and expenses to be made in accordance with Section 5.9 above and the prorations to be made in accordance with this Article VI (the "Proration and Expense Schedule"), which Proration and Expense Schedule shall be executed by Contributor Representative and CBL/OP, become a schedule to the closing statement described in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and utilized for purposes of making the adjustments to the Total Consideration at Closing for closing costs and prorations. As soon as practicable following the Closing (but in no event later than the first anniversary of the Closing, except that with respect to Real Estate Taxes, in no event later than fifteen (15) business days after receipt of the actual tax bill attributable for the calendar year 2005), Contributors and CBL/OP shall reprorate the income and expenses set forth in this Article VI based upon actual bills or invoices received after the Closing (if original prorations were based upon estimates) and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as provided above in this Article VI. Any reprorated items shall be promptly paid to the party entitled thereto. Any payment by the Contributors to CBL/OP pursuant to the preceding sentence shall be in cash on behalf of all Contributors, whether or not any Contributor elects to receive K-SCUs rather than Cash Consideration. Any errors or omissions in computing adjustments at the Closing shall be promptly corrected, provided that the party seeking to correct such error or omission shall have notified the other party of such error or omission no later than the first anniversary of the Closing. The provisions of this Article VI shall survive the Closing.

6.10 Gift Certificates. At or prior to Closing, Property Owner shall terminate the gift certificate program currently in effect with respect to the Shopping Center ("Gift Certificate Program"). Gift certificates issued by Property Owner or on Property Owner's account (or on the account of the Oak Park Merchant's Association) prior to Closing which are outstanding on the Closing Date ("Outstanding Gift Certificates") shall be honored by the Company after the Closing Date. At Closing, (i) Property Owner shall transfer and assign (and shall cause the Oak Park Merchant's Association to transfer and assign) to the Company any bank account or reserve established to cover the Outstanding Gift Certificates, and (ii) to the extent such bank accounts or reserves are insufficient to cover the Outstanding Gift Certificates, Contributors shall pay CBL/OP at Closing the amount of such deficiency. Except for any termination fee or damages payable in connection with the termination of the gift card fulfillment contract (which termination fee and damages will be handled in the manner descried in Section 4.7), Contributors shall indemnify and hold harmless the Company and CBL/OP from any Losses that the Company or CBL/OP may incur as a result of: (i) any claims, actions, suits or demands brought against the Company or CBL/OP with respect to the Gift Certificate Program and/or the operations thereunder (except to the extent the Company fails to honor the Outstanding Gift Certificates after the Closing), (ii) the value of Outstanding Gift Certificates exceeding, in the aggregate, the total amount of the bank accounts or reserves assigned by Property Owner to the Company at the Closing plus the amount paid by Contributors to CBL/OP at the Closing in

40

accordance with clause (ii) above).
Such indemnity shall entail the provision of a defense by Contributors for CBL/OP and/or the Company and payment of all attorneys fees and court costs associated therewith; and, notwithstanding anything to the contrary contained in this Agreement, shall not be subject to any limitations on liability or survival set forth in this Agreement (including, without limitation, Sections 7.3, 10.5 and 10.6 below) or subject to the provisions of the Indemnity Escrow Agreement. Contributors' obligations under this Section 6.10 shall survive Closing.

6.11 Operating Reserve. Property Owner and the Contributors hereby agree to credit the Company the Operating Reserve on the Closing Date.

ARTICLE VII
REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Property Owner and Contributors. As a material inducement to CBL/OP entering into this Agreement and consummating the transactions contemplated hereby, Property Owner and Contributors hereby jointly and severally make the following representations and warranties to CBL/OP as of the Effective Date (except that to the extent any of such the representations and warranties pertain to the Company, such representations and warranties shall be made only as of the Closing Date pursuant to the Contributors Closing Certificate), subject to the terms set forth herein and subject to the items set forth on Schedule 7.1 attached hereto and made a part hereof (the "Disclosure Schedule"):

7.1.1 Power and Authority of Property Owner. Property Owner has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Property Owner and constitutes Property Owner's legal, valid and binding obligation, enforceable in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally). The execution, delivery and performance of this Agreement has been duly and validly authorized by Property Owner. The execution, delivery and performance by Property Owner of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Property Owner is subject, (ii) violate any order, judgment or decree applicable to Property Owner, (iii) violate, conflict with, or result in a breach or default under, or cause the termination of, any term or condition of any court order, restriction, agreement, document or other instrument to which Property Owner is a party or by which Property Owner may be bound, or (iv) except as contemplated by this Agreement, result in the creation of any lien, charge or encumbrance upon the Property or any part thereof.

7.1.2 Power and Authority of Contributors. Each Contributor has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Contributor and constitutes such Contributor's legal, valid and binding obligation, enforceable in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally). The execution, delivery and performance of this Agreement has

41

been
duly and validly authorized by each Contributor acting in a fiduciary, representative or corporate capacity. The execution, delivery and performance by each Contributor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Contributor is subject, (ii) violate any order, judgment or decree applicable to such Contributor, or (iii) violate, conflict with, or result in a breach or default under, or cause the termination of, any term or condition of any court order, restriction, trust document, will, agreement, document or other instrument to which such Contributor is a party or by which such Contributor may be bound.

7.1.3 Ownership of the Equity Interests. Each Contributor owns record and beneficial title to the Property Owner partnership interests set forth on Schedule I. As of the Closing, Property Owner shall have distributed all of the LLC Interests to Contributors in the relative percentages shown on Schedule I hereto, and, as of the Closing, each Contributor will own record and beneficial title to its respective LLC Interests as set forth on Schedule I. Upon the contribution of the LLC Interests, the LLC Interests (i) shall have been validly issued, fully paid and nonassessable, and (ii) shall be free and clear of any liens, restrictions, claims, equities, charges, options, rights of first refusal, or encumbrances, with no defects of title whatsoever. Upon consummation of the Closing, CBL/OP shall have obtained title to all LLC Interests, free and clear of any liens, restrictions, claims, equities, options, charges, rights of first refusal, or encumbrances or other restrictions, and with no defects of title whatsoever. Each Contributor covenants that it is not party to or bound by any agreement affecting or relating to such Contributor's right to transfer the LLC Interests owned by such Contributor.

7.1.4 [Intentionally Omitted]. .

7.1.5 Deliveries at Closing. All documents to be executed by Contributors which are to be delivered to CBL/OP at the Closing will be, duly authorized, executed, and delivered by Contributors, will be legal, valid, and binding obligations of Contributors (except as limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally).

7.1.6 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by Property Owner and Contributors (as applicable) in connection with entering into this Agreement, the instruments referenced herein, and the consummation of the transaction contemplated hereby. No consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required for Contributors to consummate the transactions contemplated by this Agreement, or if required, such consent has been obtained.

7.1.7 Individuals Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Property Owner and each Contributor that is not a natural person have the legal power, right, and actual authority to bind Property Owner or such Contributor to the terms and conditions hereof and thereof.

7.1.8 Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date,

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the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions;
(viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

7.1.9 Contracts. Other than those which are cancelable on 30 days' notice without payment of any fees, there are no service, supply, maintenance, repair, construction or management contracts to which Property Owner or the Company is a party relating to the Property which will be binding upon CBL/OP, the Company or the Property following the Closing, except as disclosed by the Title Documents and except as described in Exhibit Z attached hereto.

7.1.10 Pending Actions. There is no pending (or to Property Owner's knowledge, threatened) action, suit or proceeding before any court or other governmental agency naming Property Owner or the Company as a party that arises out of Property Owner's or the Company's ownership of the Property (other than any pending proceeding to contest the Real Estate Taxes assessment of the Property).

7.1.11 Governmental/Insurance Notices. Except as disclosed to CBL/OP in writing, neither Property Owner nor the Company has received any written notice
(a) from any city, county, state or other governmental authority having jurisdiction over the Real Property stating that the Real Property is in material violation of the laws, rules or ordinances applicable to the Real Property including applicable parking ratios, which violation has not been corrected prior to the Effective Date, or (b) from Property Owner's or the Company's insurance carriers regarding defects or material inadequacies of all or any part of the Real Property or use or operation thereof, which defects or inadequacies have not been corrected prior to the Effective Date.

7.1.12 Condemnation/Rezoning. Except as disclosed in the Title Documents or otherwise disclosed to CBL/OP in writing, neither Property Owner nor the Company has received any official notice from any governmental authority having jurisdiction over the Real

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Property of (a) any actual or threatened condemnation of the Property or any part thereof; or (b) any actual plan, study or effort to rezone the Real Property or to widen, modify, regrade or realign any street or highway that borders the Real Property. Except as set forth in the Property Records delivered or made available to CBL/OP as provided in Section 4.2.1 above and except as disclosed to CBL/OP in writing, neither Property Owner nor the Company has been served with any complaint for any pending eminent domain proceeding with respect to the Property.

7.1.13 Environmental Law Violations. Except as disclosed to CBL/OP in writing, (a) neither Property Owner nor the Company has received any written notice of a material violation of any federal, state, or local laws, ordinances, rules or regulations governing the use, storage, treatment, transportation, generation or disposal of Hazardous Substances with respect to the Real Property, and (b) to Property Owner's knowledge, no person or entity has caused any Hazardous Substances to be disposed of or released at the Real Property during Property Owner's or the Company's period of ownership of the Real Property, except for amounts of Hazardous Substances that may be present in the ordinary course of the shopping center/retail business conducted by Property Owner, the Company, Tenants, the Anchor Stores or other occupants of the Real Property or in the ordinary course of the maintenance and operation of the Real Property.

7.1.14 Lease Brokerage. Except as contemplated by Section 7.1.8, there are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments by Property Owner or its successors or assigns of any amounts for leasing activities or procuring Tenants with respect to the Property including Tenant Lease renewals, expansions or modifications.

7.1.15 No Violations. To Property Owner's knowledge, (i) the Property is in compliance with applicable fire, health, building, use, occupancy or zoning laws (collectively, "Laws"), including but not limited to applicable parking ratios and (ii) any work that is required by any Laws to be done upon or in connection with the Property has been done except for such work that may remain outstanding and, if unaddressed, would not have a material adverse effect on the use of the Property as currently owned and operated.

7.1.16 Operating Agreement. To Property Owner's knowledge, the Operating Agreement is in full force and effect, and neither Property Owner (or the Company) nor any Anchor Store is in default or breach thereof. Property Owner and the Company, as applicable have performed their obligations and duties under the Operating Agreement.

7.1.17 Taxes. To Property Owner's Knowledge, no application or proceeding is pending seeking any increase or reduction in taxes or assessments for the Property.

7.1.18 Financial/Operating Statements. The financial statements with respect to the Property provided by Property Owner to CBL/OP (i) were materially accurate as of the date and for the period(s) presented in such statements, and
(ii) accurately reflected the financial condition and results of operations of the Property as of the period(s) presented.

7.1.19 Delivery of Environmental Reports and Property Condition Reports.

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(i) Property Owner has delivered to CBL/OP or made available to CBL/OP all environmental reports in the possession of Property Owner or Property Owners' Property Manager (the "Existing Environmental Reports"). With respect to any other environmental report not currently in Property Owner's possession, but previously commissioned by or for the benefit of Property Owner or any lender to Property Owner with respect to the Property or with respect to conditions that may impact the Property (the "Prior Reports"), no such Prior Report contains information which is materially inconsistent with the Existing Environmental Reports.

(ii) Property Owner has delivered to CBL/OP or made available to CBL/OP all reports in Property Owner's possession prepared within the five (5) year period prior to the Effective Date that Property Owner has caused to be prepared or that were prepared by or for any other person or entity with respect to the Property or any portion of the Property that are in the nature of engineering reports, reports of physical conditions of Improvements and/or any other reports of other conditions at, on or impacting the Property that called for or recommended repairs or capital expenditures in excess of $25,000.

7.1.20______Intentionally Omitted.

7.1.21______Intentionally Omitted.

7.1.22______The Company.

(i) The Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is duly qualified or registered to transact business in the State of Kansas, and has the power and authority to carry on its business as now being conducted;

(ii) The Company has never conducted and does not currently conduct any business other than ownership and operation of the Property, and has never owned, and does not currently own, any assets other than the Property and cash and investment securities;

(iii) As of the Closing Date, the Company will have no historical liabilities other than the Closing Date Debt, obligations for Operating Expenses and Real Estate Taxes which are being prorated pursuant to Article VI above; and as of the Closing Date, the Company will not be a party to any agreements other than the Permitted Exceptions, Tenant Leases, the Operating Agreement, the Service Contracts and the documents related to the Closing Date Debt;

(iv) Property Owner has delivered to CBL/OP true, correct and complete copies of the Company's certificate of formation and limited liability company agreement, including all amendments to either of them;

(v) No Contributor is in breach of, or default under, the limited liability company agreement of the Company and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default thereunder on the party of any Contributor; and

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(vi) Neither Property Owner, any Contributor nor any affiliate of any of them has made a loan to the Company, and no Contributor has any outstanding capital commitments to the Company.

(vii) The LLC Interests represent all of the issued and outstanding equity interests in the Company; the Company has no obligation to issue, and no party has any right to acquire, any other equity interests in the Company.

7.2 Definition of Property Owner's Knowledge. For purposes of this Agreement, whenever the phrase "to the knowledge of Property Owner" or words of similar import are used, they shall be deemed to refer to the present actual (as opposed to constructive or imputed) knowledge of either Tom Sahli or Irwin Blitt, only, without any investigation or inquiry whatsoever by said individuals. CBL/OP acknowledges that the individuals named above are named solely for the purpose of defining and narrowing the scope of Property Owner's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to CBL/OP. CBL/OP covenants that CBL/OP will bring no action of any kind against such individual or any officer, director, member, partner, shareholder, agent, representative, or advisor of Property Owner in such capacity arising out of the representations and warranties made by Property Owner in this Agreement; provided, however, that nothing shall preclude CBL/OP from seeking indemnity from such person in such persons capacity as a Contributor.

7.3 Survival Period. The representations and warranties of Property Owner and Contributors set forth in Section 7.1 and the indemnification obligations under
Section 10.4.2 shall survive until only the date which is one (1) year following the Closing (the "Expiration Date") (other than those representations and warranties set forth in Sections 7.1.1 through 7.1.7 and Section 7.1.22 and the indemnification obligations under Section 10.4.2, but only to the extent the indemnification obligations cover breaches of the representation and warranties set forth in Sections 7.1.1 through 7.1.7 and Section 7.1.22, which shall survive until the date which is five (5) years following the Closing Date (the "Extended Expiration Date")) and shall automatically expire upon the Expiration Date (or Extended Expiration Date, as applicable) unless CBL/OP files a written claim against Contributors with respect to any alleged breach prior to the Expiration Date (or Extended Expiration Date, as applicable) and commences suit within six (6) months following the filing of such claim (and, in the event any such suit is timely commenced by CBL/OP against Contributors, shall survive thereafter only insofar as the subject matter of the alleged breach specified in such suit is concerned). If suit is not timely commenced by CBL/OP within the time period stated above, then Property Owner's/Contributors' representations and warranties and indemnifications obligations shall thereafter be void and of no force or effect.

7.4 Third Party Information. Notwithstanding anything to the contrary contained herein, and without limiting Article IX below, neither Property Owner nor Contributors shall have any liability, obligation or responsibility of any kind to CBL/OP, any of CBL/OP's agents, members, partners, employees, representatives, related and affiliated entities, successors and assigns, or any other party claiming by, under or through CBL/OP (collectively, "CBL/OP Parties") with respect to the following: (a) the content or accuracy of any report, study, opinion or conclusion of any soils, toxic, environmental or other engineer or other person or entity who

46

has examined the Property or any aspect
thereof; (b) the content or accuracy of any information released to CBL/OP by an engineer or planner in connection with the Property; (c) the availability of building or other permits or approvals for the Property by any state or local governmental bodies with jurisdiction over the Property; (d) any of the items delivered or made available to CBL/OP pursuant to CBL/OP's review of the Property or the Property Records or the condition of the Property which have been prepared by anyone other than Property Owner (including any of the Title Documents); or (e) the content or accuracy of any other development or construction cost, projection, financial or marketing analysis given to CBL/OP by Property Owner or reviewed by CBL/OP with respect to the Property; provided that, in each case stated above, to the extent that Property Owner furnished or made available any documents or materials to CBL/OP, Property Owner and Contributors represent and warrant that, to Property Owner's knowledge, such documents and materials are true and correct copies of those documents and materials contained in Property Owner's files. Under no circumstances whatsoever shall information possessed by or known to any person or entity other than Property Owner (including Property Owner's consultants, attorneys, agents and advisors or their respective employees or representatives) be imputed or attributed to Property Owner.

7.5 CBL/OP's Knowledge. For purposes of this Agreement, whenever the phrase "to the knowledge of CBL/OP" or "CBL/OP has actual knowledge" or words of similar import are used, they shall be deemed to refer to the present actual (as opposed to constructive or imputed) knowledge of Stephen Lebovitz, Keith Honnold and/or Jay Wiseman without any investigation or inquiry whatsoever by said individual. Property Owner and Contributors acknowledge that the individual named above is named solely for the purpose of defining and narrowing the scope of CBL/OP's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to Property Owner and/or Contributors. Property Owner and Contributors covenant that they will bring no action of any kind against such individual or any officer, director, member, partner, shareholder, agent, representative, or advisor of CBL/OP arising out of the representations and warranties made by CBL/OP in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Property Owner nor Contributors shall have any liability, obligation or responsibility of any kind to CBL/OP or any other CBL/OP Party with respect to any representation or warranty contained in Section 7.1 above if, prior to the Closing, CBL/OP has actual knowledge that such representation or warranty is untrue or incorrect, or to the extent that any Tenant Estoppel Certificate or REA Estoppel Certificate received by CBL/OP prior to Closing discloses information which is inconsistent with such representations and warranties.

7.6 Representations and Warranties of CBL/OP. CBL/OP represents and warrants to Contributors that upon approval of CBL/REIT's Board of Directors as described in
Section 13.2 hereof, the following matters are true and correct as of the Effective Date:

7.6.1 Legal Power. CBL/OP will have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby.

7.6.2 Duly Authorized. This Agreement is, and all the documents executed by CBL/OP which are to be delivered to Contributor at the Closing will be, duly authorized, executed, and delivered by CBL/OP, and is and will be legal, valid, and binding obligations of

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CBL/OP (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally).

7.6.3 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by CBL/OP in connection with entering into this Agreement and the instruments referenced herein and by the Closing all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for CBL/OP to consummate the transaction contemplated by this Agreement.

7.6.4 Individuals Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of CBL/OP have the legal power, right, and actual authority to bind CBL/OP to the terms and conditions hereof and thereof.

ARTICLE VIII
OPERATING COVENANTS

Property Owner and Contributors hereby agree to the following covenants:

8.1 Insurance. Until the Closing, Property Owner shall keep the Property insured against fire, vandalism and other loss, damage and destruction with the same coverage, policy limits and deductible amounts as are currently maintained by Property Owner.

8.2 Operation of Property. Until the Closing, Property Owner shall operate the Property in the manner as Property Owner has previously done and Property Owner shall maintain and repair the Property through the Closing in a manner consistent with the manner in which Property Owner maintained and repaired the Property prior to the date of this Agreement, subject to the limitations on Property Owner's obligation to pay costs of repair and maintenance as set forth in Section 8.3 below.

8.3 Capital Improvements. Subject to Property Owner's obligations under Section 8.2 above, from and after the Effective Date until the Closing, Property Owner shall not undertake any capital improvements or material alterations or renovations to the Real Property (including any which are recommended in any of the Property Records delivered or made available to CBL/OP or in any of the CBL/OP's Information), except as may be required under Tenant Leases, the Operating Agreement or governmental regulations, without the prior written consent of CBL/OP. To the extent Property Owner is required (whether pursuant to
Section 8.2, or under Tenant Leases, the Operating Agreement or governmental regulations) or Property Owner receives CBL/OP's consent, pursuant to the foregoing sentence, to undertake any capital improvements or material alterations to the Real Property, Property Owner shall not be required to pay for capital improvements (excluding Tenant Improvement Costs, which shall be borne by the parties as provided in Section 6.8 above, and shall not be subject to the limitations in this Section 8.3) or maintenance and repair expenses in excess of One Hundred Thousand Dollars ($100,000). If the aggregate amount incurred by Property Owner for capital improvements (excluding Tenant Improvement Costs) under this Section 8.3 and maintenance and repair expenses under the Section 8.2 above, exceeds One Hundred Thousand Dollars ($100,000),

48

provided the Closing occurs, CBL/OP shall reimburse Property Owner at Closing for the amount so expended in excess of One Hundred Thousand Dollars ($100,000); provided, further, that if the total reimbursement required of CBL/OP pursuant to this provision shall exceed Nine Hundred Thousand Dollars ($900,000), CBL/OP shall have the right to terminate this Agreement by written notice to Property Owner, in which event the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP.

8.4 Leasing. From and after the Effective Date, Property Owner shall not enter into any new Tenant Leases or amend, modify, supplement, terminate or extend the existing Tenant Leases without the prior written consent of CBL/OP. CBL/OP shall have 5 Business Days following CBL/OP's receipt of any such draft of a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease to review and approve such draft, which approval shall not be unreasonably withheld, delayed or conditioned with respect to the Pending Transactions (subject to clause (c) below), and which approval shall be in CBL/OP's sole discretion in all other cases (except as provided in the last sentence of this Section 8.4). The failure of CBL/OP to notify Property Owner in writing within 5 Business Days of CBL/OP's disapproval of any draft delivered to CBL/OP shall be deemed to constitute CBL/OP's approval thereof. Notwithstanding anything to the contrary contained herein, CBL/OP shall not be entitled to disapprove any term, condition or other provision of a subsequent draft of a proposed new Tenant Lease or a subsequent draft of a proposed amendment, modification, supplement, termination or extension of a Tenant Lease delivered to CBL/OP which (a) has not been changed or modified from any prior draft approved or deemed approved by CBL/OP, or (b) constitutes merely a clarification of a term or provision of a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease without changing the substance thereof or another immaterial change or revision to a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease, or (c) is set forth on Exhibit W with respect to the Pending Transactions.

8.5 New Contracts. Except as permitted under the terms of this Agreement, Property Owner shall not enter into any new contract or other agreement affecting the Property (including but not limited to any transfer of any interest in the Property or placement or allowance of placement of any mortgage or lien against the Property) which would survive the Closing (other than new Tenant Leases pursuant to Section 8.4 above); provided that no consent of CBL/OP shall be required as to any proposed contract or other agreement which is entered into in the course of Property Owner's ordinary course of operating and maintaining the Property and which provides it is terminable upon 30 days (or less) notice without premium or penalty payable by CBL/OP.

8.6 Liens. From the Effective Date until Closing, except for the Permitted Exceptions, Property Owner shall not create or consent to the creation of any security interests, liens, easements or other title conditions affecting any portion of the Property, without the prior written consent of CBL/OP, which shall not be unreasonably withheld.

8.7 Tenant Lease Defaults; Operating Agreement Defaults. From the Effective Date until Closing, Property Owner shall promptly notify CBL/OP in writing of (i) the occurrence of any material default under any Tenant Lease, which shall include, without limitation, any

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monetary defaults by Tenants in excess of $50,000.00 in the aggregate (regardless of whether Property Owner elects to declare a default) under the Tenant Leases, and (ii) any notice or correspondence received by Property Owner or Property Owner's Property Manager from a Tenant or an Anchor Store with respect to the Property where such notice or correspondence includes any notice, threat or reference by such Tenant or Anchor Store of any default or breach or potential default or potential breach under a Lease or the Operating Agreement or where such notice or correspondence includes any notice of an intent or threat to terminate a Tenant Lease or the Operating Agreement.

8.8 Transfers. From the Effective Date until Closing, Property Owner shall not
(i) other than due to a casualty, condemnation or as required by law, offer to sell, or sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, except for creation of the mortgage or other lien securing the Closing Date Debt as contemplated under this Agreement, or (ii) list the Property or any part thereof with any broker (other than extending the existing listing with Property Owner's Broker) or otherwise offer or solicit offers for the sale or transfer of the Property to any person or entity other than the CBL/OP.

8.9 Litigation. From the Effective Date until Closing, Property Owner shall give CBL/OP prompt notice of the institution of any litigation, arbitration or other administrative proceeding of which Property Owner becomes aware involving the Property or that could impact Property Owner's interest in the Property and will allow CBL/OP, if requested by CBL/OP, to participate in any decision to settle such matters and CBL/OP shall be entitled to approve or disapprove any settlement of such matters that, in the case of any of the foregoing, may have any material adverse impact on the Property following the Closing (it being agreed that a settlement which merely requires the payment of money by Property Owner and/or its insurers, and does not impose any future obligations concerning operation of the Property will be deemed not to have a material adverse impact on the Property following the Closing).

8.10 Schedule and Exhibit Updates. Property Owner shall notify CBL/OP of (i) any circumstance known to Property Owner that would result in a change to any Schedule or Exhibit or (ii) any discovery (or remembrance) of facts which would render any Schedule or Exhibit inaccurate or incomplete within a reasonable time following Property Owner's knowledge of the occurrence of such circumstance or discovery of such facts.

8.11 Company Assets and Liabilities. Between the formation thereof and the Closing, the Company's only assets shall be the Property and the Company shall have incurred or assumed no liabilities of Property Owner except those to which CBL/OP has expressly agreed herein.

8.12 Employees of the Property Owner. By the Closing Date, Property Owner hereby covenants to terminate all of the employees employed by the Property Owner in connection with the operation of the Shopping Center at Property Owner's sole cost and expense; and shall pay, at Property Owner's sole cost and expense, any and all wages, severances, bonuses, retirement packages and other considerations that such terminated employees are entitled to receive. Property Owner hereby covenants not to permit the Company to employ any employees.

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ARTICLE IX
"AS-IS" SALE

9.1 Disclaimer of Representations and Warranties by Property Owner and Contributors. Notwithstanding anything contained in this Agreement to the contrary, except for those representations and warranties expressly made by Contributor in Section 7.1 above, it is understood and agreed that neither Contributors nor Property Owner nor any of Property Owner's respective agents, employees, contractors or representatives, nor any other person purporting to act on behalf of Property Owner or any Contributor, has made and is not now making, and CBL/OP has not relied upon and will not rely upon (directly or indirectly), any warranties or representations of any kind or character, express or implied, oral or written, past, present or future, with respect to the Property, including warranties or representations as to (a) matters of title,
(b) environmental matters relating to the Property or any portion thereof, (c) geological conditions, including subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes,
(d) whether, and to the extent to which, the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) zoning to which the Property or any portion thereof may be subject, (h) the availability of any utilities to the Property or any portion thereof including water, sewage, gas and electric, (i) usages of adjoining property, (j) access to the Property or any portion thereof, (k) the value, compliance with the plans and specifications, size, location, age, use, design, quality, descriptions, suitability, seismic or other structural integrity, operation, title to, or physical or financial condition of the improvements or any other portion of the Property, (l) any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the presence of hazardous substances in or on, under or in the vicinity of the Property, (n) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (o) the existence or non-existence of underground storage tanks, (p) any other matter affecting the stability or integrity of the Real Property, (q) the potential for further development of the Property, (r) the existence of vested land use, zoning or building entitlements affecting the Property, (s) the merchantability of the Property or fitness of the Property for any particular purpose (CBL/OP affirming that CBL/OP has not relied on the skill or judgment of Contributors, Property Owner, Property Owner's Property manager, or any of their respective agents, employees, contractors or representatives to select or furnish the Property for any particular purpose, and that no Contributor or Property Owner makes any warranty that the Property is fit for any particular purpose) or (t) tax consequences (including the amount, use or provisions relating to any tax credits). CBL/OP further acknowledges that any information of any type which CBL/OP has received or may receive from Property Owner Contributors or any of their respective agents, employees, contractors or representatives, including any environmental reports and survey, is furnished on the express condition that CBL/OP shall not rely thereon, but shall make an independent verification of the accuracy of such information, all such information being furnished without any representation or warranty whatsoever.

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9.2 Sale "As Is". CBL/OP represents and warrants that CBL/OP is a knowledgeable, experienced and sophisticated buyer of real estate and that CBL/OP has relied and shall rely solely on (a) CBL/OP's own expertise and that of CBL/OP's advisors and consultants in purchasing the Property, and (b) CBL/OP's own knowledge of the Property based on CBL/OP's investigations and inspections of the Property. CBL/OP has conducted such inspections and investigations of the Property as CBL/OP deems necessary, including the physical and environmental conditions thereof, and shall rely upon same. Upon Closing, CBL/OP shall assume the risk that adverse matters, including adverse physical and environmental conditions, may not have been revealed by CBL/OP's inspections and investigations. CBL/OP acknowledges and agrees that upon Closing, Contributors shall convey to CBL/OP and CBL/OP shall accept the LLC Interests based on the condition of the Property being "as is, where is," with all faults and defects (latent and apparent). CBL/OP further acknowledges and agrees that there are no oral agreements, warranties or representations with respect to the Property made by any Contributor, Property Owner, or any agent, employee, contractor or representative of either of them except for representations and warranties made by Property Owner and Contributors in this Agreement or any document delivered at or prior to Closing pursuant hereto. The terms and conditions of Section 9.1 and this Section 9.2 shall expressly survive the Closing, shall not merge with any Closing Documents. Property Owner is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by Property Owner's Property Manager, Property Owner's broker or any other real estate broker, or any contractor, agent, or other third person. CBL/OP acknowledges that the total consideration reflects the "as is" condition of the Property and any faults, liabilities, defects or other adverse matters that may be associated with the Property except for representations and warranties made by Property Owner and Contributors in this Agreement or any document delivered at or prior to Closing pursuant hereto. CBL/OP has fully reviewed the disclaimers and waivers set forth in this Agreement with CBL/OP's counsel and understands the significance and effect thereof.

9.3 CBL/OP Acknowledgments. CBL/OP acknowledges and agrees that (a) to the extent required to be operative, the disclaimers of warranties contained in
Section 9.1 and Section 9.2 above are "conspicuous" disclaimers for purposes of all applicable laws and other legal requirements, and (b) the disclaimers and other agreements set forth in Section 9.1 and Section 9.2 are an integral part of this Agreement, that the Total Consideration has been adjusted to reflect the same and that Contributors and Property Owner would not have agreed to consummate the transactions contemplated hereby without the disclaimers and other agreements set forth in Section 9.1 and Section 9.2 above.

9.4 CBL/OP Represented by Counsel. CBL/OP hereby represents and warrants to Property Owner and Contributors that: (a) CBL/OP is not in a significantly disparate bargaining position in relation to Property Owner; (b) CBL/OP is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (c) CBL/OP is acquiring the LLC Interests, and the indirect ownership of the Property, for business, commercial, investment or other similar purposes.

9.5 CBL/OP's Release of Property Owner and Contributors.

9.5.1 Property Owner and Contributors Released From Liability. Subject to those obligations (including, without limitation, representations and warranties) of Property

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Owner and/or Contributors which this Agreement specifically provides shall survive the Closing, CBL/OP hereby waives its and their right to recover from and fully and irrevocably releases Property Owner, Property Owner's Property Manager and Contributors and Property Owner's employees, officers, directors, representatives, agents, advisors, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting on Property Owner's and/or Contributors' behalf (the "Released Parties") from any and all claims, responsibility and/or liability that CBL/OP may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to (a) the physical, environmental and structural condition (including any construction defects, errors, omissions or other conditions, latent or otherwise), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, (b) the presence of any environmental problems, or the use, presence, storage, release, discharge, or migration of Hazardous Substances on, in, under or around the Property regardless of when such Hazardous Substances were first introduced in, on or about the Property, and (c) the presence, release and/or remediation of asbestos and asbestos containing materials in, on or about the Property regardless of when such asbestos and asbestos containing materials were first introduced in, on or about the Property. Notwithstanding the foregoing, the Released Parties shall not be deemed to include contractors, subcontractors and other persons who are unaffiliated with Property Owner and who have supplied labor, materials or equipment to a work of improvement at the Real Property. This release includes claims of which CBL/OP is presently unaware or which CBL/OP does not presently suspect to exist which, if known by CBL/OP, would materially affect CBL/OP's release of the Released Parties. CBL/OP specifically waives the provision of any statute or principle of law, which provides otherwise. In this connection and to the extent permitted by law, CBL/OP agrees, represents and warrants that CBL/OP realizes and acknowledges that factual matters now unknown to CBL/OP may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and CBL/OP further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that CBL/OP nevertheless hereby intends to release, discharge and acquit Property Owner from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses.

9.5.2 Claims Under Environmental Laws. As used herein, (a) "Environmental Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource Conservation and Recovery Act (42 U.S.C. Section 6902 et seq.), as amended, or any similar federal, state or local law, ordinance, rule or regulation applicable to the Property (including any principles of common law or common law theories); and (b) "Hazardous Substances" means any hazardous, toxic or dangerous waste, substance or material, any pollutant or contaminant, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde or asbestos; and
(c) "Unknown Environmental Liabilities" means future obligations to remediate Hazardous Substances which are located on the Property prior to the Closing, whether or not such Hazardous Substance is disclosed by any of the Property Records, CBL/OP's Information or any other source prior to the Closing. Without limiting the foregoing provisions of this Article IX

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and notwithstanding the
provisions of any Environmental Laws to the contrary, but subject to (and without waiving in any respect) the representations and warranties made by the Property Owner and the Contributors in Sections 7.1.11, 7.1.13 and 7.1.19 above,
(i) Unknown Environmental Liabilities relating to the Property which exist on or before the Closing shall be borne solely by CBL/OP, and (ii) Property Owner and the Contributors shall be deemed to be released from all Unknown Environmental Liabilities pursuant to Section 9.5.1 above. Without limiting the foregoing, but subject to (and without waiving in any respect) the representations and warranties made by Property Owner and the Contributors in Sections 7.1.11, 7.1.13 and 7.1.19 above, CBL/OP hereby waives and agrees not to commence any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, including a private right of action under the federal superfund laws, 42 U.S.C. Sections 9601 et seq. or any other Environmental Laws (as such laws and statutes may be amended, supplemented or replaced from time to time), directly or indirectly, against the Released Parties in connection with Unknown Environmental Liabilities or any other claims relating to Hazardous Substances at the Property or arising under Environmental Laws with respect to the Property.

                                     /s/ KLH
                                CBL/OP'S INITIALS

9.5.3 Survival. The foregoing provisions of this Article IX, including the
waivers and releases by CBL/OP, shall survive the Closing.

ARTICLE X
REMEDIES

10.1 Liquidated Damages; Property Owner's/Contributors' Remedies. In the event the Closing and the consummation of the transaction contemplated herein do not occur as provided herein by reason of any breach of CBL/OP, CBL/OP, Property Owner and Contributors agree that it would be impractical and extremely difficult to estimate the damages which Property Owner and Contributors may suffer as a result thereof. Therefore, CBL/OP and Property Owner and Contributors do hereby agree that a reasonable estimate of the total net detriment that Property Owner and Contributors would suffer in the event that CBL/OP breaches this Agreement and fails to complete the purchase of the Property is and shall be, as Property Owner's and Contributors' sole and exclusive remedy (whether at law or in equity), and as the full, agreed and liquidated damages for such breach, an amount equal to the Deposit (it being agreed by Property Owner and the Contributors that such Deposit shall be allocated among the Contributors and the Other Mall Contributors in the manner described in the Indemnity Escrow Agreement which is attached hereto as Exhibit AA. Upon any such breach by CBL/OP, unless otherwise specified, this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder, each to the other, except for the right of Property Owner and/or Contributors to collect and retain such liquidated damages from CBL/OP and Escrow Agent and the obligation of CBL/OP to deliver to Property Owner and/or Contributors the delivery items pursuant to Section 4.6 above; provided, however, that this liquidated damages provision shall not limit Property Owner's and/or Contributors' right to (a) receive reimbursement for or recover damages in connection with CBL/OP's indemnity of Property Owner and/or Contributors and/or breach of CBL/OP's obligations pursuant to Section 4.4.2 and Section 5.9 above, (b) recover

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attorneys' fees and court costs pursuant to Section 10.3 below, (c) injunctive relief under Section 4.2.6 above, and/or (d) pursue any and all remedies available at law or in equity in the event that following any termination of this Agreement, CBL/OP or any other CBL/OP party asserts any claims or right to the Property that would otherwise delay or prevent Property Owner or the Company, as applicable, from having clear, indefeasible and marketable title to the Property. The parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to Property Owner and Contributors.

10.2 CBL/OP's Remedies. Subject to Section 10.5 below, in the event the Closing and the consummation of the transaction contemplated herein do not occur as provided herein by reason of any breach of Property Owner and/or Contributors, then CBL/OP shall elect, as CBL/OP's sole remedy, either to: (a) terminate this Agreement by giving Property Owner timely written notice of such election prior to or upon the Closing Date, and CBL/OP shall be entitled to recover from Escrow Agent or Property Owner, as applicable, the Letter of Credit or the Deposit, as applicable; or (b) enforce specific performance against Property Owner, in which event there shall be no reduction of the Total Consideration and CBL/OP shall not be entitled to recover any damages (whether actual, direct, indirect, consequential, punitive or otherwise) notwithstanding such failure or breach by Property Owner and/or Contributors. Notwithstanding the foregoing, if Property Owner breaches any of Property Owner's obligations which pursuant to this Agreement are to be performed by Property Owner prior to the Closing Date, and instead of terminating this Agreement pursuant to this Section 10.2, CBL/OP proceeds with the Closing, then CBL/OP shall be deemed to have waived such default by Property Owner, provided that CBL/OP has knowledge thereof prior to Closing. CBL/OP shall be deemed to have elected to terminate this Agreement pursuant to Clause (a) hereinabove if CBL/OP fails to commence an action to assert a claim for specific performance against Property Owner and/or Contributors on or before 30 days following the Closing Date. Notwithstanding the foregoing to the contrary, no notice of termination given by CBL/OP hereunder shall be of any force or effect if Property Owner and/or Contributors cure the default within 5 Business Days after Property Owner's receipt of any such termination notice. If CBL/OP duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to Clause (a) hereinabove, then CBL/OP shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance or other equitable relief or to seek or recover from Property Owner and/or Contributors any damages (including any actual direct, indirect, consequential, punitive or other damages).

10.3 Attorneys' Fees. If any action is brought by either party against the other party, relating to or arising out of this Agreement, the transaction described herein or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Agreement, the term "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostatting, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section 10.3

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shall survive the Closing and any termination of this Agreement and shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

10.4 Mutual Post-Closing Indemnities.

10.4.1 Definition of Losses. For purposes of this Section, "Losses" shall mean any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements approved by the indemnifying party, awards, penalties, costs or expenses, including, without limitation, reasonable attorneys' and paralegals' fees and expenses (based on actual time spent and normal billing rates, and without giving effect to any statutory presumption of the amount of reasonable attorneys' fees that might apply) but excluding the following but only insofar as the following do not or have not resulted in actual monetary loss: any damage to reputation, mental or emotional distress or interference with business operations.

10.4.2 Contributors' Indemnity. Subject to the limitations set forth in Section 7.3 above and Sections 10.5 and 10.6 below, Contributors hereby agree, jointly and severally, to indemnify, hold harmless and defend CBL/OP and the Company and any officer, director, partner, employee and/or agent of CBL/OP or the Company from and against any and all Losses arising out of or resulting from (i) any default by Property Owner on or prior to Closing under the Tenant Leases, the Service Contracts or the Operating Agreement; (ii) the breach or inaccuracy of any representation or warranty made by Property Owner and/or Contributors in this Agreement or the Closing documents delivered by Property Owner and/or Contributors; (iii) any third party tort claim with respect to the Property that arises or arose as the result of any injury or damage occurring on or prior to Closing; (iv) the failure of Property Owner, and/or Contributors to perform any of their covenants (I) set forth in Article VIII of this Agreement, (II) or such other covenants set forth in this Agreement that are to be performed after the Closing; or (v) any claims by Property Owner's employees, including, but not limited to, any claims related to any termination of such employees' employment and any unpaid wages, severances, bonuses, and retirement packages; provided, however, that nothing in this Section 10.4.2 shall obligate Contributors and/or Property Owner to indemnify, hold harmless or defend CBL/OP with regard to any Losses arising from (1) any continuing condition of the Property as of the Closing Date which CBL/OP has agreed to accept in its "AS-IS, WHERE-IS" condition as of the Closing Date, or (2) any matter for which CBL/OP has agreed to release Property Owner and Contributors pursuant to Section 9.5 of this Agreement, or (3) any matter described in the last sentence of Section 7.5.

10.4.3 Sources for Satisfaction of Contributors' Indemnity. At the Closing, CBL/OP, the Contributors, the Other Mall Contributors and the Hickory Point Property Owner shall establish with Escrow Agent at Closing a single escrow account (the "Indemnity Escrow Fund") for this Agreement and the Other Mall Contracts, into which $5,000,000 shall be deposited by the Contributors, the Other Mall Contributors and the Hickory Point Property Owner and held and administered by the Escrow Agent pursuant to the terms and conditions of the Indemnity Escrow Agreement as the initial source for CBL/OP's and the Company's claims for indemnifications under this Agreement and under the Other Mall Contracts and for any Percentage Rentals due and payable by the Contributors to CBL/OP after reconciliation pursuant to Section 6.4.4 above. The amount to be deposited by each Contributor in the Indemnity Escrow Fund shall be based on such Contributor's proportionate share ("Contributor's Share")

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of the aggregate
amount of Total Consideration plus the Other Mall Total Consideration (with the balance of the Indemnity Escrow Fund to be paid by the Hickory Point Property Owner). The entire amount of the Indemnity Escrow Fund shall be available to satisfy claims under this Agreement or either of the Other Mall Contracts, without regard to what portion of such Indemnity Escrow Fund has been funded by Contributors hereunder, by Other Mall Contributors or by the Hickory Point Property Owner. At any time prior to the "Expiration Date" specified in Section 7.3, CBL/OP shall be entitled to make a claim against the Indemnity Escrow Fund for Losses incurred by CBL/OP and for which it is entitled to be indemnified pursuant to Section 10.4.2 of this Agreement and for Percentage Rentals due and payable by the Contributors to CBL/OP after reconciliation pursuant to Section 6.4.4 above; provided however, with respect to the "Unlimited Claims" set forth in Section 10.6, CBL/OP's remedy shall not be limited to the amount of funds held in the Indemnity Escrow Fund, and CBL/OP may make a claim directly against any or all of the Contributors for payment thereof. As of the Expiration Date, the funds remaining in the Indemnity Escrow Fund shall be disbursed in the manner described in the Indemnity Escrow Fund, except to the extent that CBL/OP has made a claim hereunder which remains outstanding, in which case, the amount in excess of such claim shall be disbursed to the Contributors, and the remaining amount, if any, shall be disbursed upon the resolution of such claim.

10.4.4 CBL/OP's Indemnity. Subject to the limitations set forth herein, CBL/OP agrees to indemnify, hold harmless and defend Contributors and any officer, director, member, employee and/or agent of Property Owner from and against any and all costs, losses, damages and expenses, of any kind or nature whatsoever (including attorneys' fees and costs) arising out of or resulting from (i) any default by CBL/OP on or after Closing under the Tenant Leases, the Service Contracts (whether or not assumed by CBL/OP) or the Operating Agreement, (ii) the breach or inaccuracy of any representation or warranty made by CBL/OP in this Agreement or the Closing documents delivered by CBL/OP, (iii) any third party tort claim with respect to the Property that arises or arose as the result of any injury or damage occurring after Closing, (iv) the failure of CBL/OP to perform any of its covenants set forth in this Agreement, (v) any other liabilities relating to the operation of the Property arising from and after Closing, or (vi) excluding the matters for which the Contributors have agreed to indemnify the Company and CBL/OP in Section 6.10 above, the Company's failure to honor the Outstanding Gift Certificates (it being agreed that the indemnity obligation in this clause [vi] shall not be subject to the limitations in
Section 10.5, and that CBL/OP's obligation under this Section shall not be subject to any limitation on the survival period of claims).

10.5 Minimum Amount Requirement for Damages. Notwithstanding anything to the contrary contained in this Agreement, if the Closing is consummated, neither party shall have any liability to the other party following the Closing with respect to any breaches of indemnification obligations under Sections 10.4.2 and
10.4.4 (nor with respect to the breach of any obligation or warranty or representation to which such indemnity applies [collectively, an "Indemnification Obligation"]), unless and until the aggregate amount of the actual general and compensatory damages suffered by the non-defaulting party by reason of any such breaches of an Indemnification Obligation, exceeds the sum of $250,000; but then in such event, the damages that the non-defaulting party may collect shall begin with and include the first dollar of such loss. Unless and until the amount of the actual damages suffered or incurred by the non-defaulting party by reason of any such breaches of Indemnification Obligations exceeds in the

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aggregate the sum of $250,000, the non-defaulting party shall not be entitled to file an action or lawsuit or undertake any other legal proceeding against the defaulting party by reason of any such breaches of Indemnification Obligations. The provisions of this Section 10.5 shall survive the Closing. The limitations set forth in this Section 10.5 shall not apply to breaches of any covenants (other than the Indemnification Obligations), nor apply to the prorations pursuant to Article VI.

10.6 Limitation of Contributors' Liability. Subject to the limitations and other provisions of this Agreement, Contributors' total liability with respect to a breach of any of Property Owner's and/or Contributors' representations or warranties contained in this Agreement or in any document or instrument executed and delivered by Property Owner and/or Contributors at Closing or any breach of Contributors' Indemnification Obligations (other than the representations and warranties set forth in Sections 7.1.1, 7.1.2, 7.1.6, 7.1.7, 7.1.22 or the indemnification obligations under Sections 10.4.2 to the extent the same cover breaches of the representations and warranties under Sections 7.1.1, 7.1.2, 7.1.6, 7.1.7, or 7.1.22 [collectively, the "Unlimited Claims"]) is limited to $5,000,000 in the aggregate for all such breaches hereunder and all breaches of the comparable provisions of the Other Mall Contracts. In computing the aggregate amount of claims for the foregoing purpose, Property Owner's and Contributors' liability shall be in addition to the amount of any insurance proceeds and any indemnity, contribution or similar payment received by the Company or CBL/OP from any third party with respect thereto less expenses incurred by the Company or CBL/OP in collecting any such insurance proceeds and third party payments. The foregoing limitation on liability shall survive the Closing or any earlier termination of this Agreement and shall not diminish or otherwise affect CBL/OP's waivers and releases in Article IX of this Agreement.

10.7 Intentionally Omitted,

10.8 Limited Liability. CBL/OP hereby agrees that in no event or circumstance shall any of the members, partners, shareholders, employees, representatives, officers, directors, or agents of Property Owner, Property Owner's Property Manager or Contributors have any personal liability under this Agreement, or to any of CBL/OP's creditors, or to any other party in connection with the Property except that any members, partners, shareholders, officers, directors or agents of Property Owner who are also Contributors shall be fully liable for all Contributors' obligations and liabilities hereunder. Property Owner and Contributors hereby agrees that in no event or circumstance shall any of the members, partners, shareholders, employees, representatives, officers, directors, or agents of CBL/OP have any personal liability under this Agreement, or to any of Property Owner's creditors, or to any other party in connection with the Property.

Notwithstanding anything contained herein to the contrary, this Article X shall survive the Closing.

ARTICLE XI
CONDEMNATION/CASUALTY DAMAGE

11.1 Condemnation. If, prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps

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preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to a "Material Portion" of the Land and Improvements (as defined below), and the same is not dismissed prior to the Closing Date, CBL/OP shall be entitled, as CBL/OP's sole remedy, to terminate this Agreement upon written notice to Property Owner (a) within 15 Business Days following notice by Property Owner to CBL/OP of such condemnation or the threatened condemnation or (b) on the Closing Date, whichever occurs first. If CBL/OP does not terminate this Agreement pursuant to the preceding sentence, CBL/OP shall be conclusively deemed to have elected to accept such condemnation and waives any right to terminate this Agreement as a result thereof. For purposes of this Section 11.1, a "Material Portion" shall mean that portion of the Land and Improvements which, if taken or condemned, would reduce the value of the Property by more than Two Million Dollars ($2,000,000). If CBL/OP elects to terminate this Agreement under this
Section 11.1, Escrow Agent or Property Owner, as applicable, shall return the Letter of Credit or the Deposit, as applicable, to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. If CBL/OP waives (or is deemed to have waived) the right to terminate this Agreement as a result of such a condemnation, then despite such condemnation, Property Owner and CBL/OP shall proceed to Closing in accordance with the terms of this Agreement with no reduction in the Total Consideration, and Property Owner shall assign to the Company at Closing, as part of the Intangible Property, all of Property Owner's right, title and interest in and to all proceeds resulting or to result from said condemnation and give a credit for any proceeds received prior to Closing.

11.2 Nonmaterial Condemnation. If, prior to Closing, a taking or condemnation relating to the Property has occurred, or is threatened, which is not described in Section 11.1 above, the Closing shall take place as provided in this Agreement with no reduction of the Total Consideration, and Property Owner shall assign to the Company at Closing, as part of the Intangible Property, all of Property Owner's right, title and interest in and to all proceeds resulting or to result from said condemnation and give a credit for any proceeds received prior to Closing.

11.3 Casualty Damage. If, prior to the Closing, any of the Improvements are damaged by fire or other casualty (collectively, "Casualty"), as promptly as possible after Property Owner learns of such Casualty, Property Owner shall deliver to CBL/OP written notice thereof ("Casualty Loss Notice") together with Property Owner's determination as to whether the damage constitutes a "Material Damage" (as defined below). For the purposes of this Section 11.3, "Material Damage" shall mean damage to the Improvements which is of such nature that the cost of restoring the Improvements to their condition prior to the Casualty will, in Property Owner's reasonable determination as provided in the Casualty Loss Notice, exceed Two Million Dollars ($2,000,000), whether or not such damage is covered by insurance. If, prior to the Closing, the Improvements sustain Material Damage by a Casualty, CBL/OP may, at CBL/OP's option, terminate this Agreement by delivering written notice thereof to Property Owner and Escrow Agent within the earlier of (a) 10 Business Days after CBL/OP's receipt of the Casualty Loss Notice or (b) the Closing Date. If the Improvements are damaged by a Casualty which is not a Material Damage, or if CBL/OP fails to deliver written notice of termination within the time period set forth hereinabove for a Material Damage, then: (i) the parties shall proceed to close this transaction in accordance with the terms of this Agreement; (ii) at the Closing, CBL/OP shall receive a credit against the Total Consideration in an amount equal to the deductible under

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Property Owner's casualty insurance policy plus the amount of any proceeds received by Property Owner prior to Closing to the extent the same exceed costs of restoration and repair expended by Property Owner; and (iii) Property Owner shall, as part of the Intangible Property, assign to CBL/OP all of Property Owner's rights in the resulting casualty insurance proceeds; provided, however, that in no event shall the sum of such credit for the deductible and the amount of the insurance proceeds assigned to CBL/OP pursuant to Clauses (ii) and (iii) hereinabove exceed the lesser of (1) the Total Consideration or (2) the cost to complete the repair of the Casualty following the Closing; provided, however, CBL/OP shall have no obligation to close with an assignment of casualty insurance proceeds unless Property Owner shall provide to CBL/OP a statement from the insurance company recognizing the casualty and the applicability of the insurance policy thereto and noting the insurance carrier's acknowledgement of the coverages set forth in the insurance policy to the particular casualty with no offsets, exclusions or denials of coverage and the assignability of the policy to the CBL/OP, and CBL/OP shall be reasonably satisfied that the insurance proceeds are adequate to restore the damage, and if Property Owner fails to provide such statement from the insurance company by the Closing Date, and Contributors are unwilling to escrow (on terms mutually satisfactory to the parties) the amount required to restore the damage, CBL/OP may elect to terminate this Agreement, by written notice to Property Owner. If CBL/OP elects to terminate this Agreement under this Section 11.3, Escrow Agent or Property Owner, as applicable, shall return the Letter of Credit or the Deposit, as applicable, to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations.

ARTICLE XII
CBL/OP'S AND ELECTING CONTRIBUTORS' POST-CLOSING COVENANTS

12.1 CBL/OP's Post-Closing Covenants. In addition to any other covenant or agreement that is specifically stated in this Agreement as surviving the Closing, CBL/OP and the Electing Contributors agree to the following regarding certain post-Closing matters as set forth below:

12.1.1 Electing Contributors Allocation of Portion of CBL/OP's Debt; Allocations of Code Section 704(c) Tax Items; Certain Income Allocations.

(a) Electing Contributors Allocation of Portion of CBL/OP's Debt. CBL/OP and each Electing Contributor agree that subsequent to the Closing, each such Electing Contributor will be allocated for purposes of Code Section 752 (taking into account the Guarantees) an aggregate portion of CBL/OP's debt of not less than the amount specified on Schedule II representing each such Electing Contributor's negative tax basis at Closing and such allocation shall be maintained in such amount for a period of not less than twelve (12) years after the Closing Date, provided, however, that if CBL/OP determines that the aggregate portion of CBL/OP's debt that is allocable, or that will be allocable, to any Electing Contributor is less than the amount specified on Schedule II at any time after the Closing Date (a "Debt Shortfall"), for as long as such Electing Contributor (or any permitted transferee) continues to hold Partnership Interests, CBL/OP will offer such Electing Contributor (or permitted transferees of the Partnership Interests from such Electing Contributor ) the opportunity to make "bottom guarantees" under terms and conditions comparable to "bottom guarantees" offered to other partners of CBL/OP, provided further that such "bottom guarantees" shall be of no more than

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33% of the indebtedness so
guaranteed in an amount necessary to avoid current taxable income to such Electing Contributor, and the indebtedness so guaranteed shall be institutional or CMBS non-recourse indebtedness secured by first mortgages or deeds of trust on CBL-owned properties. If any Electing Contributor that receives Partnership Interests (or such transferees) declines to make such "bottom guarantees," CBL/OP shall have no further obligation to the party declining to make the "bottom guarantee" with respect to the Debt Shortfall. CBL/OP shall have no obligation under this Article 12 to any Electing Contributor (or any transferee thereof) from and after the date that such person disposes of its Partnership Interests, including, but not limited to, a sale of such Partnership Interests or a conversion of such Partnership Interests into CBL/REIT stock, nor shall CBL/OP have any liability to the estate of any such person that is a natural person following the death of such person.

Notwithstanding the above paragraph, CBL/OP and each Electing Contributor agree that for as long as the Closing Date Debt remains outstanding, each Electing Contributor will be allocated for purposes of Section 752 Closing Date Debt of not less than the such Electing Contributor's percentage interest of the Closing Date Debt (less any principal amortization) as indicated on Schedule I. For purposes hereof, CBL/OP agrees that it will not voluntarily prepay or otherwise accelerate the payment of the Closing Date Debt during the two year period following the Closing.

Notwithstanding the elimination of any "debt protection" following the twelfth (12) anniversary of the Closing Date, in the event that thereafter any Electing Contributor or such Electing Contributor's successors and assigns shall desire to be advised as to CBL/OP's plans, if any, as to debt allocations and/or the debt related to the Shopping Center with respect to the tax treatment and impact thereof, such Electing Contributor or such Electing Contributor's successors and assigns may request, in writing, that CBL/OP advise it or them of any plans or planning that CBL/OP may have at that time. CBL/OP agrees to share such information with any such Electing Contributor or such Electing Contributor's successors and assigns if there are such plans or planning but any such Electing Contributor or such Electing Contributor's successors and assigns must agree to hold such information in strict confidence and not divulge such plans or planning to any third party other than such accountants or tax advisors that may be assisting such Electing Contributors or such Electing Contributor's successors and assigns. Such Electing Contributors' or its successors' and assigns' rights to request such plans or planning may be made no more frequently than once per calendar quarter and the failure of CBL/OP to respond to such requests shall not be deemed a default under this Agreement.

Additionally, following the twelfth (12) anniversary of the Closing Date, CBL/OP shall reasonably offer bottom guarantees to each Electing Contributor on terms similar to those provided to other then existing partners of CBL/OP.

(b) Allocations of Code Section 704(c) Tax Items. Each Electing Contributor and CBL/OP agree that the tax items under Section 704(c) of the Code (the "704(c) Tax Items") with respect to the Shopping Center following the Closing Date shall be allocated by CBL/OP according to the "traditional method" with back-end curative allocations upon a sale of the Shopping Center as such methods and procedures are outlined in Section 704(c) of the Code and the regulations promulgated thereunder.

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(c) Certain Income Allocations. Each Electing Contributor and CBL/OP agree that CBL/OP shall allocate taxable income to such Electing Contributor in each fiscal year in an amount equivalent to the cash distributions made to such Electing Contributor in respect of its Partnership Interests during such fiscal year of CBL/OP (i.e., "income to follow cash"). Each Electing Contributor and CBL/OP also agree that except for the allocations of the 704(c) Tax Items referenced in Paragraph 12.1.1(b) above and the income allocations referenced herein and as modified by the next-following sentence of this Paragraph 12.1.1(c), the Partnership Interests of such Electing Contributor shall be treated, for all other purposes of allocations of income, gain, loss, deduction or credit, in the same manner as the other Common Units of CBL/OP as "Common Units" are defined in CBL/OP's Partnership Agreement. Notwithstanding the preceding sentence but except for the allocations of the 704(c) Tax Items referenced in Paragraph 12.1.1(b) above, each Electing Contributor shall be allocated income and/or gain for a fiscal year of CBL/OP in excess of the cash distributions that such Electing Contributor has received from CBL/OP for such fiscal year if and only if (i) all other Common Unit holders of CBL/OP have received an income and/or gain allocation equivalent to the cash distributions that such other Common Unit holders received from CBL/OP for such fiscal year, and (ii) such allocation of income and/or gain to such Electing Contributor is in an amount equivalent to such Electing Contributor's pro rata portion, based on such Electing Contributor's Partnership Interest, of the aggregate of the income and/or gain remaining after the other Common Unit holders have been allocated income and/or gain in an amount equivalent to the cash distributions that they received for such fiscal year.

(d) Book Up of Other Assets. CBL/OP will adjust the values of its other real properties as of the Closing Date to equal their respective fair market values for book purposes under the principles of Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, and will account for the resulting disparity between the adjusted tax bases and book values of such real properties under the principles of Section 704(c) of the Code, using the traditional method as such method is outlined in Section 704(c) of the Code and the regulations promulgated thereunder.

(e) Distribution Deferral. At the election of Electing Contributors, the amendment to the CBL/OP Partnership Agreement which the parties adopt at Closing to effectuate the terms of this Contribution Agreement shall include provisions similar to those set forth in Paragraphs 10 and 11 of the First Amendment to the Partnership Agreement (limiting dividends for 2 years to meet the safe-harbor requirements of Section 1.707-4 of the Treasury Regulations). Any amount by which a dividend during such 2 year period is limited (reduced) shall be deferred and paid to Electing Contributors within two (2) months of the end of such two year period.

12.1.2 Resale Restriction Agreement. CBL/OP agrees not to resell or transfer the Shopping Center until the twelfth (12th) anniversary of the Closing Date other than in a nonrecognition transaction in which no gain or loss is recognized (as described in Treasury Regulation Section 1.704-3(a)(8)). The foregoing limitation shall not be interpreted as restricting (i) a sale pursuant to a deed in lieu of condemnation given by CBL/OP under the genuine threat of imminent condemnation, (ii) a condemnation of substantially all of the Shopping Center or
(iii) the substantial destruction of substantially all of the Shopping Center as a result of fire of other casualty if CBL/OP elects in good faith not to restore the Shopping Center (it being agreed

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that a requirement by CBL/OP's then lender to use such insurance proceeds to pay down the debt encumbering the Property shall be deemed that CBL/OP has acted in good faith by electing not to restore the Shopping Center); provided however that CBL/OP will use commercially reasonable efforts to reinvest proceeds arising from events described in (i),
(ii) or (iii) in a manner that satisfies the requirements of Code Section 1033. In addition, CBL/OP shall have no obligation under this Article 12 to any Electing Contributor (or transferees of Partnership Interests from any such Electing Contributor) from and after the date that such person disposes of its Partnership Interests in a taxable transaction, including, but not limited to, a sale of such Partnership Interests or a conversion of such Partnership Interests into CBL/REIT stock, nor shall CBL/OP have any liability to the estate of any such person that is a natural person following the death of such person. Notwithstanding the foregoing prohibition on a taxable transfer or sale of the Shopping Center, CBL/OP may sell or otherwise dispose of the Shopping Center or interests therein in a taxable transaction if it agrees to pay the Electing Contributors who hold Partnership Interests as of the date of such sale or disposition an amount equal to the "Make Whole Amount." The term "Make Whole Amount" shall mean an amount intended to compensate such Electing Contributors on an after-tax basis for the federal and state income taxes imposed with respect to the gain allocable to such Electing Contributors under Section 704(c) of the Code (or any successor thereto) as a result of such sale or other taxable transaction.

12.1.3 Contributors' Tax Positions. Notwithstanding any provision to the contrary stated in this Agreement and except as set forth in Paragraphs 12.1.1 and 12.1.2 above, CBL/OP shall have no obligation, liability, responsibility or duty with respect to any tax position, tax structure, tax positions on any financing or refinancing transactions (including any cash distributions and/or any guarantees of debt resulting from such financing or refinancing transaction), or other tax matters (state or federal) regarding Contributors and/or the Shopping Center, other than real property taxes, with respect to positions taken by Contributors prior to or in conjunction with the Closing. Contributors agree to indemnify and hold harmless CBL/OP and its Affiliates with respect to any such matters. It is the express intent of the parties hereto that CBL/OP's obligations with respect to the tax positions of Contributors are specifically limited to Paragraphs 12.1.1 and 12.1.2 of this Agreement.

12.2 Contributors' Post-Closing Covenants. In addition to any other covenant or agreement that is specifically stated in this Agreement as surviving the Closing, (i) the Contributors agree to continue the legal existence of Property Owner, in good standing, until at least the first anniversary of the Closing Date, and (ii) CBL/OP agrees to retain or make (at the request of any Contributor) for itself and any subsidiary entity through which it owns the Property (including any intermediate holding entities) an election under Code
Section 754. The provisions of this Section 12.2 shall survive the Closing.

ARTICLE XIII
MISCELLANEOUS

13.1 Entire Agreement. This Agreement contains the entire agreement of the parties hereto. There are no other agreements, oral or written, and this Agreement can be amended only by written agreement signed by the parties hereto,

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and by reference made a part hereof. Notwithstanding the foregoing, the Contributors hereby agree that effective as of the date hereof, the Contributor Representative shall have the power and authority to negotiate, execute and deliver, in the Contributor Representative's discretion, any amendments to this Agreement on behalf of the Contributors and that any amendments to this Agreement executed by the Contributor Representative shall be deemed to have been executed by the Contributors.

13.2 CBL/REIT Board Approval; Agreement Binding on Parties. The effectiveness of this Agreement is subject to the approval of the Board of Directors of CBL/REIT within 72 hours following execution thereof by CBL/OP. Subject only to such Board approval, this Agreement, and the terms, covenants, and conditions contained herein, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. CBL/OP may assign CBL/OP's rights under this Agreement only upon the following conditions: (a) the assignee of CBL/OP must be an entity which is directly owned or controlled by CBL/OP; (b) the Deposit must have been delivered to Escrow Agent in accordance with Section 3.2.1 above; (c) CBL/OP shall remain primarily liable for the performance of CBL/OP's obligations under this Agreement; and (d) the assignee must expressly assume in writing all of CBL/OP's obligations under this Agreement, and CBL/OP shall deliver to Property Owner and Contributors a copy of the fully executed written assignment and assumption agreement between CBL/OP and such assignee at or before the Closing.

13.3 Notice. Any notice, communication, request, reply or advice (collectively, "Notice") provided for or permitted by this Agreement to be made or accepted by either party must be in writing. Notice may, unless otherwise provided herein, be given or served (a) by delivering the same to such party, or an agent of such party, in person or by commercial courier, (b) by facsimile transmission, evidenced by confirmed receipt and concurrently followed by a "hard" copy of same delivered to the party by personal delivery or overnight delivery pursuant to Clauses (a) or (c) hereof, or (c) by depositing the same into custody of a nationally recognized overnight delivery service such as Federal Express, Overnight Express or Airborne Express. Notice given in any manner shall be effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. of any Business Day with delivery made after such hours to be deemed received the following Business Day. For the purposes of notice, the addresses of Contributors, CBL/OP, Escrow Agent and the Title Company shall, until changed as hereinafter provided, be as set forth in Article I. The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least 5 days written notice to the other party. Notwithstanding anything to the contrary contained in this Section 13.3 or elsewhere in this Agreement, any Notice required to be delivered to one or more of the Contributors under this Agreement, shall be deemed given to such Contributors if such Notice was delivered, in lieu thereof, to the Contributor Representative in compliance with method of delivery under this Section 13.3.

13.4 Time of the Essence. Time is of the essence in all things pertaining to the performance of this Agreement.

13.5 Governing Law. This Agreement shall be construed in accordance with the laws of the state of Kansas.

13.6 Currency. All dollar amounts are expressed in United States currency.

64

13.7 Section Headings. The section and article headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof.

13.8 Business Days. If any date or any period provided for in this Agreement shall end on a Saturday, Sunday or legal holiday, the applicable date or period shall be extended to the first Business Day following such Saturday, Sunday or legal holiday.

13.9 No Recordation. Without the prior written consent of Property Owner, there shall be no recordation of either this Agreement or any memorandum hereof or any affidavit pertaining hereto, and any such recordation of this Agreement or memorandum hereof or affidavit pertaining hereto by CBL/OP without the prior written consent of Property Owner shall constitute a material default hereunder by CBL/OP, whereupon this Agreement shall, at the option of Property Owner, terminate and be of no further force and effect. Upon such termination, the Letter of Credit or the Deposit, as applicable, shall be immediately delivered to Property Owner or Property Owner shall retain the Deposit, as the case may be, whereupon neither CBL/OP, Property Owner nor Contributors shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations.

13.10 Multiple Counterparts; Facsimile. This Agreement may be executed in multiple counterparts (each of which is to be deemed original for all purposes). The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon so long as such signature page is attached to any other counterpart of this Agreement identical thereto except having additional signature pages executed by the other parties to this Agreement attached thereto. CBL/OP, Property Owner and Contributors agree that the delivery of an executed copy of this Agreement by facsimile shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Agreement had been delivered.

13.11 Severability. If any provision of this Agreement or application to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

13.12 Limitations on Benefits. It is the explicit intention of CBL/OP, Property Owner and Contributors that no person or entity other than CBL/OP, Property Owner and Contributors and their permitted successors and assigns is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, CBL/OP, Property Owner and Contributors or their respective successors and assigns as permitted hereunder. Nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted, as making any third party (including Property Owner's Property Manager, Property Owner's Broker, CBL/OP's lender, any Anchor Store or any Tenant) a beneficiary of any term or provision of this Agreement or any instrument or document delivered pursuant hereto, and CBL/OP and Property Owner and Contributors expressly reject any such intent, construction or interpretation of this Agreement.

65

13.13 Interpretation. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in Article I above and have the meanings assigned to them in Article I above and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other genders; (b) references herein to "Articles," "Sections," subsections, paragraphs and other subdivisions without reference to a document are to designated Articles, Sections, subsections, paragraphs and other subdivisions of this Agreement; (c) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions; (d) the words "hereof," "herein," "thereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision; (e) the word "including" or "includes" means "including, but not limited to" or "includes but is not limited to"; (f) the words "approval," "consent" and "notice" shall be deemed to be preceded by the word "written"; (g) any reference to this Agreement or any Exhibits hereto and any other instruments, documents and agreements shall include this Agreement, Exhibits and other instruments, documents and agreements as originally executed or existing and as the same may from time to time be supplemented, modified or amended; and (h) unless otherwise specifically provided, all references in this Agreement to a number of days shall mean calendar days rather than Business Days and (i) "Business Days" shall mean any day other than a Saturday, a Sunday or a Federal holiday on which banks are closed for business in New York, New York.

13.14 Further Actions. CBL/OP and Property Owner and Contributors shall execute or cause to be executed all such instruments or agreements as may be reasonably necessary in order to carry out the purpose of this Agreement, and each party shall do all other acts reasonably necessary or reasonably requested by the other to carry out the intent and purpose of this Agreement.

13.15 No Other Inducements. The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

13.16 Participation in Drafting. The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Property Owner and Contributors and CBL/OP each acknowledge that they participated equally in the drafting of this Agreement and, accordingly, no court construing this Agreement shall construe it more stringently against one party than any other.

13.17 Exhibits. Exhibit A through Exhibit AA and Schedules I, II, 3.3 and 7.1 are incorporated herein by reference.

13.18 No Partnership/Fiduciary Relationship. The parties acknowledge and agree that the relationship created by this Agreement between Property Owner and Contributors and CBL/OP is one of contract only, and that no partnership, joint venture or other fiduciary or quasi-fiduciary relationship is intended or in any way created hereby, except after Closing by way of Contributors' status as a limited partner of CBL/OP as a result of the issuance of the K-SCUs.

66

13.19 Conditional Delivery. The submission by Property Owner and Contributors to CBL/OP of this Agreement in unsigned form shall be deemed to be a submission solely for CBL/OP's consideration and not for acceptance and execution. Neither such submission of this Agreement by Property Owner and Contributors to CBL/OP nor any course of conduct between CBL/OP and Property Owner and Contributors nor any actions undertaken or sums expended by CBL/OP shall confer any option or other right upon CBL/OP or impose any obligation upon Property Owner and Contributors irrespective of any reliance thereon, change of position or partial performance. The submission by Property Owner and Contributors of this Agreement for execution by CBL/OP and the actual execution and delivery thereof by CBL/OP to Property Owner and Contributors shall similarly have no binding force and effect on Property Owner and Contributors unless and until Property Owner and Contributors have executed and delivered a counterpart of this Agreement to CBL/OP and the Deposit has been actually received by Escrow Agent.

13.20 Survival. Except as expressly provided in this Agreement, the representations, warranties and covenants set forth in this Agreement shall not survive the Closing and shall be merged into the Special Warranty Deed and other instruments and conveyances delivered at the Closing.

13.21 Public Disclosure. Prior to Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the form approved by CBL/OP and Property Owner and their respective counsel.

13.22 Appointment of Contributor Representative. From and after the date hereof, the Contributors hereby irrevocably appoint Jack Fingersh as the true and lawful agent, attorney-in-fact and representative for the Contributors for the purposes of consummating the transactions contemplated under this Agreement (the "Contributor Representative"). The Contributor Representative shall have the power and authority, on behalf of the Contributors, to act in the all of the Contributors' name, place and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Contributor Representative shall, in its reasonable discretion, deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power to execute and deliver all ancillary agreements, certificates and documents and to receive all Notices and service of process on behalf of the Contributors in connection with any claims or matters under this Agreement, including, without limitation, the Closing Statement required by Section 5.4.7, the Updated Lease Schedule/Rent Roll and Contributor Closing Certificate required by Section 5.4.16, and the other documents contemplated by Section 5.4.20 (excluding the documents required to by delivered by the Contributors under Sections 5.4.4 and 5.4.8).

[END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES]

67

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

PROPERTY OWNER: OAK PARK INVESTMENT, L.P.,
a Delaware limited partnership

By: CWB Associates, Inc., general partner

By:              /s/ Irwin Blitt_________________
     --------------------------------------------
Name:                     Irwin Blitt____________
      -------------------------------------------
Title:                   Vice-President__________
        -----------------------------------------

By: JJJ Associates, Inc., general partner

By:              /s/ Jack Fingersh_______________
     --------------------------------------------
Name:                   Jack Fingersh____________
      -------------------------------------------
Title:                        President__________
        -----------------------------------------

By: MD Associates, Inc, general partner

                         By:              /s/ S. W. Dreiseszun____________
                              --------------------------------------------
                         Name:              S. W. Dreiseszun______________
                                ------------------------------------------
                         Title:                    President______________
                                 -----------------------------------------
CONTRIBUTORS:   CONTRIBUTOR SIGNATURE PAGES ARE CONTAINED ON SCHEDULE I
                ATTACHED HERETO

CBL/OP: CBL & ASSOCIATES LIMITED PARTNERSHIP
a Delaware limited partnership

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

By:              /s/ Stephen D. Lebovitz_________
     --------------------------------------------
Name:               Stephen D. Lebovitz__________
       ------------------------------------------
Title:                        President__________
       ------------------------------------------

[SIGNATURE PAGE TO
AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS]

68

PROPERTY OWNER'S PROPERTY MANAGER'S EXECUTION:

The undersigned, being Property Owner's Property Manager of the Property, as such terms are defined in this Agreement, executes this Agreement for the sole and exclusive purposes of (i) noting the undersigned's agreement to comply with any provision or term of this Agreement (A) requiring Property Owner's Property Manager to assign or transfer rights or interests to CBL/OP and execute certain documents and instruments at Closing and/or (B) requiring Property Owner's Property Manager to do any other act or thing under this Agreement or refrain from any act, with the undersigned acknowledging that it and/or its affiliate(s) and/or equity owners shall receive other consideration sufficient to provide adequate consideration to the undersigned for any transfers or assignments or such acts or agreements by Property Owner's Property Manager hereunder; (ii) noting Property Owner's Property Manager's acknowledgement that except for amounts payable by CBL/OP or the Company pursuant to Section 6.8, it has received or shall receive at Closing full and complete payment from Property Owner for any and all sums that are due and owing to Property Owner's Property Manager with respect to any aspect of the Property or its operations; (iii) noting the undersigned's waiver of any lien or right to any lien with respect to the Property for any services rendered or to be rendered by Property Owner's Property Manager or for any claim that Property Owner's Property Manager may have against the Property or Property Owner; and (iv) noting the undersigned's acknowledgement and agreement that the Management Agreement, as defined herein, shall terminate on or prior to the date of Closing. Executed to be effective as of the date first above written.

PARK PROPERTIES,
a Kansas general partnership

OAK PARK INVESTMENT, L.P.,
a Delaware limited partnership, general partner of Park Properties

By: CWB Associates, Inc., general partner

By:              /s/ Irwin Blitt_____________________
Name:                  Irwin Blitt___________________
Title:                Vice-President_________________

By: JJJ Associates, Inc., general partner

         By:              /s/ Jack Fingersh___________________
         Name:                Jack Fingersh___________________
         Title:                     President_________________

            /s/ Gerald M. White_______________________________

Gerald M. White, general partner of Park Properties

69

JOINDER BY ESCROW HOLDER

FIDELITY NATIONAL TITLE COMPANY, referred to in this Agreement as the "Escrow Holder," hereby acknowledges that on the 17th day of October, 2005, it received this Agreement executed and delivered by CBL/OP, Property Owner and the Contributors, and accepts the obligations of and instructions for the Escrow Holder as set forth herein. Upon receipt thereof, the Escrow Holder hereby agrees to hold and distribute the Letter of Credit or Deposit, as applicable, in accordance with the terms and provisions of this Agreement.

Dated: October 17th , 2005

FIDELITY NATIONAL TITLE COMPANY

By:                     /s/ Shawn A. Tidwell__________
      ------------------------------------------------
     Name:             Shawn A. Tidwell_______________
           -------------------------------------------
     Title:                 Vice President____________
              ----------------------------------------

70

SCHEDULE I

CONTRIBUTOR INFORMATION

TO BE ATTACHED

71

TABLE OF CONTENTS

ARTICLE I             CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS.............................................2

ARTICLE II            CONTRIBUTION...............................................................................7

         2.1      Agreement to Contribute the LLC Interests......................................................7

         2.2      Excluded Property..............................................................................8

         2.3      Other Mall Contribution Agreements.............................................................8

                  2.3.1    Definitions of other Malls and Purchase Agreements....................................8

                  2.3.2    Other Mall Contracts; Cross Default; Cross Termination................................8

ARTICLE III           TOTAL CONSIDERATION........................................................................9

         3.1      Total Consideration............................................................................9

         3.2      K-SCUs.........................................................................................9

         3.3      Informational Materials.......................................................................10

         3.4      Registration Rights...........................................................................11

         3.5      Delivery of Deposit...........................................................................11

         3.6      Disposition of Deposit........................................................................11

         3.7      Cash Consideration Payment....................................................................11

ARTICLE IV            INSPECTION AND TITLE REVIEW...............................................................12

         4.1      CBL/OP's Inspections..........................................................................12

                  4.1.1    Inspections, Tests and Studies.......................................................12

                  4.1.2    CBL/OP's Delivery of Information to Property Owner...................................12

                  4.1.3    Tenant and Governmental Authority Inquiries..........................................12

         4.2      Document Review...............................................................................13

                  4.2.1    Property Records.....................................................................13

                  4.2.2    Excluded Documents...................................................................13

                  4.2.3    Proprietary Information..............................................................14

                  4.2.4    Return of Property Records...........................................................14

                  4.2.5    No Representation or Warranty By Property Owner......................................14

                  4.2.6    Remedies.............................................................................14

         4.3      Title.........................................................................................14

                  4.3.1    Title Documents......................................................................14

i

72

TABLE OF CONTENTS
(continued)

                  4.3.2    Review of Title......................................................................15

                  4.3.3    Additional Title Objections..........................................................16

                  4.3.4    Voluntary Title Encumbrances.........................................................17

                  4.3.5    Use of Total Consideration to Discharge Liens........................................17

                  4.3.6    Title Policy.........................................................................17

                  4.3.7    Permitted Exceptions.................................................................18

         4.4      Inspection Obligations........................................................................19

                  4.4.1    CBL/OP's Responsibilities............................................................19

                  4.4.2    CBL/OP's Indemnity...................................................................20

                  4.4.3    CBL/OP's Insurance...................................................................20

         4.5      Intentionally omitted.........................................................................20

         4.6      CBL/OP Deliveries Upon Termination............................................................20

         4.7      Cancellation of Service Contracts.............................................................20

ARTICLE V             ESCROW AND CLOSING........................................................................21

         5.1      Escrow........................................................................................21

                  5.1.1    Opening of Escrow....................................................................21

                  5.1.2    Escrow Instructions..................................................................22

                  5.1.3    Closing..............................................................................22

                  5.1.4    Closing Date.........................................................................22

         5.2      Conditions Precedent to the Closing for the Benefit of CBL/OP.................................22

                  5.2.1    Intentionally omitted................................................................22

                  5.2.2    Intentionally omitted................................................................22

                  5.2.3    Property Owner's and Contributors' Deliveries........................................22

                  5.2.4    Representations and Warranties.......................................................22

                  5.2.5    Covenants............................................................................23

                  5.2.6    Tenant and Anchor Store Estoppel Certificates........................................23

                  5.2.7    Condemnation or Casualty.............................................................24

                  5.2.8    Title Policy.........................................................................24

                  5.2.9    Lender Approval......................................................................24

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73

TABLE OF CONTENTS
(continued)

         5.2.10   Company LLC Agreement................................................................24

         5.2.11   Closing Date Debt....................................................................24

         5.2.12   Simultaneous Closings Under Other Mall Contracts.....................................24

5.3      Conditions Precedent to the Closing for the Benefit of Contributors...........................25

         5.3.1    CBL/OP's Deliveries..................................................................25

         5.3.2    Intentionally omitted................................................................25

         5.3.3    Covenants............................................................................25

         5.3.4    Title Policy.........................................................................25

         5.3.5    Representations and Warranties.......................................................25

         5.3.6    Company LLC Agreement................................................................26

         5.3.7    Closing Date Debt....................................................................26

         5.3.8    Simultaneous Closings Under Other Mall Contracts.....................................26

5.4      Property Owner's/Contributors' Deliveries.....................................................26

         5.4.1    Special Warranty Deed................................................................26

         5.4.2    Tenant Lease Assignment..............................................................26

         5.4.3    Bill of Sale and General Assignment..................................................27

         5.4.4    Non-Foreign Certificate..............................................................27

         5.4.5    Tenant Notices.......................................................................27

         5.4.6    Estoppels............................................................................27

         5.4.7    Closing Statement....................................................................27

         5.4.8    Authority............................................................................27

         5.4.9    Property Manager's Estoppel..........................................................27

         5.4.10   Intentionally Omitted................................................................27

         5.4.11   Operating Agreement Assignment.......................................................27

         5.4.12   Ground Lease Assignment..............................................................28

         5.4.13   Original Documents...................................................................28

         5.4.14   Possession...........................................................................28

         5.4.15   Contract Termination.................................................................28

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74

TABLE OF CONTENTS
(continued)

                  5.4.16   Updated Lease Schedule/Rent Roll; Contributors Closing Certificate...................28

                  5.4.17   Assignment of LLC Interests..........................................................28

                  5.4.18   Partnership Interest Acknowledgement.................................................28

                  5.4.19   Owner's Affidavit....................................................................28

                  5.4.20   Other Documents......................................................................28

         5.5      Existing Property Owner Debt..................................................................29

         5.6      CBL/OP's Deliveries...........................................................................29

                  5.6.1    Funds................................................................................29

                  5.6.2    Partnership Interests................................................................29

                  5.6.3    CBL/OP Partnership Agreement.........................................................29

                  5.6.4    Closing Statement....................................................................29

                  5.6.5    CBL/OP Closing Certificate...........................................................29

                  5.6.6    Authority............................................................................29

                  5.6.7    Other Documents......................................................................29
         5.7      Closing Date Debt.............................................................................29

         5.8      Closing Costs.................................................................................30

                  5.8.1    Contributors' Closing Costs..........................................................30

                  5.8.2    CBL/OP's Closing Costs...............................................................30

                  5.8.3    General Allocation...................................................................30

         5.9      Real Estate Commissions.......................................................................30

         5.10     Real Estate Reporting Person..................................................................31

         5.11     Post-Closing Access to Records................................................................31

         5.12     SEC Reporting Requirements....................................................................31

ARTICLE VI            PRORATIONS................................................................................32

         6.1      General.......................................................................................32

         6.2      Real Estate Taxes.............................................................................32

         6.3      Operating Expenses............................................................................33

         6.4      Rentals.......................................................................................33

                  6.4.1    Certain Defined Terms................................................................33

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75

TABLE OF CONTENTS
(continued)

                  6.4.2    General..............................................................................34

                  6.4.3    Overage Rents........................................................................34

                  6.4.4    Percentage Rentals...................................................................35

         6.5      Delinquent Rentals............................................................................36

         6.6      Security Deposits.............................................................................36

         6.7      Anchor Store Payments.........................................................................37

         6.8      Tenant Installation Expenses..................................................................38

         6.9      Adjustment Procedure..........................................................................39

         6.10     Gift Certificates.............................................................................40

         6.11      Operating Reserve............................................................................40

ARTICLE VII           REPRESENTATIONS AND WARRANTIES............................................................40

         7.1      Representations and Warranties of Property Owner and Contributors.............................40

                  7.1.1    Power and Authority of Property Owner................................................40

                  7.1.2    Power and Authority of Contributors..................................................41

                  7.1.3    Ownership of the Equity Interests....................................................41

                  7.1.4    [Intentionally Omitted]..............................................................41

                  7.1.5    Deliveries at Closing................................................................41

                  7.1.6    Requisite Action.....................................................................42

                  7.1.7    Individuals Authority................................................................42

                  7.1.8    Tenant Leases........................................................................42

                  7.1.9    Contracts............................................................................42

                  7.1.10   Pending Actions......................................................................43

                  7.1.11   Governmental/Insurance Notices.......................................................43

                  7.1.12   Condemnation/Rezoning................................................................43

                  7.1.13   Environmental Law Violations.........................................................43

                  7.1.14   Lease Brokerage......................................................................43

                  7.1.15   No Violations........................................................................43

                  7.1.16   Operating Agreement..................................................................44

                  7.1.17   Taxes................................................................................44

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76

TABLE OF CONTENTS
(continued)

                  7.1.18   Financial/Operating Statements.......................................................44

                  7.1.19   Delivery of Environmental Reports and Property Condition Reports.....................44

                  7.1.20   Adjacent Property....................................................................45

                  7.1.21   Employees............................................................................45

                  7.1.22   The Company..........................................................................45

         7.2      Definition of Property Owner's Knowledge......................................................45

         7.3      Survival Period...............................................................................46

         7.4      Third Party Information.......................................................................46

         7.5      CBL/OP's Knowledge............................................................................47

         7.6      Representations and Warranties of CBL/OP......................................................47

                  7.6.1    Legal Power..........................................................................47

                  7.6.2    Duly Authorized......................................................................47

                  7.6.3    Requisite Action.....................................................................47

                  7.6.4    Individuals Authority................................................................47

ARTICLE VIII          OPERATING COVENANTS.......................................................................48

         8.1      Insurance.....................................................................................48

         8.2      Operation of Property.........................................................................48

         8.3      Capital Improvements..........................................................................48

         8.4      Leasing.......................................................................................48

         8.5      New Contracts.................................................................................49

         8.6      Liens.........................................................................................49

         8.7      Tenant Lease Defaults; Operating Agreement Defaults...........................................49

         8.8      Transfers.....................................................................................49

         8.9      Litigation....................................................................................50

         8.10     Schedule and Exhibit Updates..................................................................50

         8.11     Company Assets and Liabilities................................................................50

         8.12     Employees of the Property Owner...............................................................50

ARTICLE IX            "AS-IS" SALE..............................................................................50

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77

TABLE OF CONTENTS
(continued)

         9.1      Disclaimer of Representations and Warranties by Property Owner and Contributors...............50

         9.2      Sale "As Is"..................................................................................51

         9.3      CBL/OP Acknowledgments........................................................................52

         9.4      CBL/OP Represented by Counsel.................................................................52

         9.5      CBL/OP's Release of Property Owner and Contributors...........................................52

                  9.5.1    Property Owner and Contributors Released From Liability..............................52

                  9.5.2    Claims Under Environmental Laws......................................................53

                  9.5.3    Survival.............................................................................54

ARTICLE X             REMEDIES..................................................................................54

         10.1     Liquidated Damages; Property Owner's/Contributors' Remedies...................................54

         10.2     CBL/OP's Remedies.............................................................................54

         10.3     Attorneys' Fees...............................................................................55

         10.4     Mutual Post-Closing Indemnities...............................................................55

                  10.4.1   Definition of Losses.................................................................55

                  10.4.2   Contributors' Indemnity..............................................................55

                  10.4.3   Sources for Satisfaction of Contributors' Indemnity..................................56

                  10.4.4   CBL/OP's Indemnity...................................................................56

         10.5     Minimum Amount Requirement for Damages........................................................57

         10.6     Limitation of Contributors' Liability.........................................................57

         10.7     Limitation of CBL/OP's Liability..............................................................57

         10.8     Limited Liability.............................................................................58

ARTICLE XI            CONDEMNATION/CASUALTY DAMAGE..............................................................58

         11.1     Condemnation..................................................................................58

         11.2     Nonmaterial Condemnation......................................................................58

         11.3     Casualty Damage...............................................................................59

ARTICLE XII           CBL/OP'S AND ELECTING CONTRIBUTORS' POST-CLOSING COVENANTS................................60

         12.1     CBL/OP's Post-Closing Covenants...............................................................60

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78

TABLE OF CONTENTS
(continued)

                  12.1.1   Electing Contributors Allocation of Portion of CBL/OP's Debt; Allocations of
                           Code Section 704(c) Tax Items; Certain Income Allocations............................60
                  12.1.2   Resale Restriction Agreement.........................................................62

                  12.1.3   Contributors' Tax Positions..........................................................63

         12.2     Contributors' Post-Closing Covenants..........................................................63

ARTICLE XIII          MISCELLANEOUS.............................................................................63

         13.1     Entire Agreement..............................................................................63

         13.2     CBL/REIT Board Approval; Agreement Binding on Parties.........................................63

         13.3     Notice........................................................................................63

         13.4     Time of the Essence...........................................................................64

         13.5     Governing Law.................................................................................64

         13.6     Currency......................................................................................64

         13.7     Section Headings..............................................................................64

         13.8     Business Days.................................................................................64

         13.9     No Recordation................................................................................64

         13.10    Multiple Counterparts; Facsimile..............................................................64

         13.11    Severability..................................................................................65

         13.12    Limitations on Benefits.......................................................................65

         13.13    Interpretation................................................................................65

         13.14    Further Actions...............................................................................65

         13.15    No Other Inducements..........................................................................66

         13.16    Participation in Drafting.....................................................................66

         13.17    Exhibits......................................................................................66

         13.18    No Partnership/Fiduciary Relationship.........................................................66

         13.19    Conditional Delivery..........................................................................66

         13.20    Survival......................................................................................66

         13.21    Public Disclosure.............................................................................66

         13.22    Appointment of Contributor Representative.....................................................66

-viii-

79

EXHIBITS AND SCHEDULES

Schedule I      -     Contributor Information
Schedule II     -     Existing Property Owner Debt
Schedule 3.3    -     Informational Materials
Schedule 7.1    -     Disclosure Schedule

Exhibit A       -     Legal Description of Land
Exhibit B       -     Tenant Estoppel Certificate
Exhibit C       -     Special Warranty Deed
Exhibit D       -     Assignment and Assumption of Leases
Exhibit E       -     Bill of Sale and General Assignment
Exhibit F       -     Federal Transferor's Certificate of Non-Foreign
                        Status
Exhibit G       -     Tenant Notification Letter
Exhibit H       -     Intentionally Omitted
Exhibit I       -     Lease Schedule/Rent Roll
Exhibit J       -     List of Service Agreements to be Assumed
Exhibit K       -     Assignment and Assumption of Operating Agreement
Exhibit L       -     Description of Partnership Interests (K-SCUs)
Exhibit M       -     Assignment of LLC Interests
Exhibit N       -     Acknowledgement Regarding Issuance of Partnership
                        Interest and
                      Assumption of Partnership Agreement
Exhibit O       -     Registration Rights Agreement
Exhibit P       -     Evidence of Authority
Exhibit Q       -     Letter of Credit
Exhibit R       -     Easement Agreement
Exhibit S       -     Owner's Affidavit
Exhibit T       -     Non-Imputation Affidavit
Exhibit U       -     Assignment and Assumption of Ground Lease
Exhibit V       -     Term of Guarantees
Exhibit W       -     Pending Transactions
Exhibit X       -     Election Notice
Exhibit Y       -     Investor Questionnaire
Exhibit Z       -     List of Service Contracts
Exhibit AA      -     Indemnity Escrow Agreement

-ix-

80

TABLE OF CONTENTS
(continued)

Defined Term                                                                                                   Page
"Assignment.......................................................................................................1
"Real Property....................................................................................................1
Accountants......................................................................................................32
Additional Title Objection.......................................................................................17
Additional Title Objections......................................................................................17
Agreement......................................................................................................1, 2
ALTA Survey......................................................................................................15
Anchor Store Payments............................................................................................38
Anchor Stores.....................................................................................................4
Applicable Anchor Store Payment Year.............................................................................38
Applicable Overage Rent Year.....................................................................................35
Appurtenances.....................................................................................................2
Assignee....................................................................................................1, 2, 1
Assignment........................................................................................................1
Assignment and Assumption of Tenant Leases.......................................................................27
Assignor....................................................................................................1, 2, 1
Base Rents.......................................................................................................34
Books and Records..............................................................................................4, 2
Business Days....................................................................................................66
Cash Consideration................................................................................................6
CBL/OP............................................................................................................1
CBL/OP Closing Certificate.......................................................................................26
CBL/OP Closing Conditions........................................................................................23
CBL/OP Parties...................................................................................................47
CBL/OP Partnership Agreement......................................................................................7
CBL/OP Partnership Agreement Amendment............................................................................7
CBL/OP's Additional Title Objection Notice.......................................................................16
CBL/OP's Address..................................................................................................5
CBL/OP's Information.............................................................................................13
CBL/OP's Surviving Obligations...................................................................................16
CBL/OP's Title Objection Notice..................................................................................16
CBL/REIT.........................................................................................................11
Challenger.....................................................................................................2, 1
Claims...........................................................................................................21
Closing..........................................................................................................23
Closing Date......................................................................................................5
Closing Date Debt"................................................................................................7
Closing Statement................................................................................................40
Code..............................................................................................................7
Commission.......................................................................................................32
Company........................................................................................................1, 2
Company LLC Agreement.............................................................................................7

-x-

81

TABLE OF CONTENTS
(continued)

Contribution Agreement............................................................................................2
Contributor.......................................................................................................2
Contributor Condition Precedent..................................................................................26
Contributor Representative.......................................................................................68
Contributors......................................................................................................1
Delinquent Rentals...............................................................................................37
Dillard...........................................................................................................4
Disclosure Schedule..............................................................................................42
Effective.........................................................................................................1
Effective Date.................................................................................................1, 2
Electing Contributor.............................................................................................10
Election Amount..................................................................................................10
Election Notice..................................................................................................10
Environmental Laws...............................................................................................54
Escrow...........................................................................................................22
Escrow Agent......................................................................................................7
Excluded Documents............................................................................................14, 3
Excluded Property.................................................................................................2
Existing Environmental Reports...................................................................................45
Existing Property Owner Debt.....................................................................................30
Fee Interest......................................................................................................1
Final Approval Date...............................................................................................5
FIRPTA Certificate...............................................................................................28
Grantee...........................................................................................................1
Grantor...........................................................................................................1
Ground Lease...................................................................................................2, 1
Ground Lease Assignment..........................................................................................29
Ground Lease Assignment and Assumption............................................................................2
Hazardous Substances.............................................................................................54
Improvements......................................................................................................3
Informational Materials..........................................................................................11
Intangible Property............................................................................................3, 1
K-SCU Amount......................................................................................................6
K-SCUs.........................................................................................................7, 2
Land...........................................................................................................2, 1
Laws.............................................................................................................45
Lease Schedule/Rent Roll..........................................................................................3
Leasehold Interest................................................................................................1
LLC Interests.....................................................................................................1
Make Whole Amount................................................................................................63
Material Portion.................................................................................................59
May...............................................................................................................4
Nordstrom.........................................................................................................4
Notice...........................................................................................................64
NYSE.............................................................................................................11

-xi-

82

TABLE OF CONTENTS
(continued)

Official Records..................................................................................................6
OP Agreement......................................................................................................2
Operating Agreement............................................................................................4, 2
Operating Expenses...............................................................................................34
Operating Reserve.................................................................................................8
Other Mall Contributors...........................................................................................7
Other Mall Electing Contributors..................................................................................7
Other Mall Total Consideration"...................................................................................7
Overage Rents....................................................................................................34
Partnership.......................................................................................................2
Partnership Interests.............................................................................................7
Penney............................................................................................................4
Percentage Rentals...............................................................................................35
Permitted Exceptions.............................................................................................19
Permitted Outside Parties........................................................................................14
Personal Property..............................................................................................3, 2
Prior Reports....................................................................................................45
Property.......................................................................................................2, 1
Property Management Agreement....................................................................................21
Property Owner....................................................................................................1
Property Owner's Address..........................................................................................6
Property Owner's Broker..........................................................................................31
Property Owner's Notice Period...................................................................................16
Property Owner's Property Manager.................................................................................6
Property Owner's Title Notice....................................................................................16
Property Records.................................................................................................14
Proprietary Information..........................................................................................14
Proration and Expense Schedule...................................................................................40
Real Estate Taxes................................................................................................33
Real Property..................................................................................................3, 1
Registration Rights Agreement....................................................................................11
Released Parties.................................................................................................53
Rentals..........................................................................................................35
Service Contracts..............................................................................................3, 1
Shopping Center...................................................................................................6
Special Exceptions................................................................................................1
Special Warranty Deed............................................................................................27
Survey Exceptions................................................................................................15
Tenant Leases..................................................................................................3, 1
Tenant Prospect Commission Obligations...........................................................................22
Tenant Security Deposits.......................................................................................3, 1
Tenant/Anchor Notices............................................................................................28
Tenants...........................................................................................................3
Title Commitment.................................................................................................15
Title Company.....................................................................................................5

-xii-

83

TABLE OF CONTENTS
(continued)

Title Documents..................................................................................................15
Title Objection..................................................................................................16
Title Objection Deadline..........................................................................................5
Title Objections.................................................................................................16
Title Policy.....................................................................................................18
to the knowledge of Property Owner...............................................................................46
Total Consideration............................................................................................5, 7
Transferee........................................................................................................1
Transferor........................................................................................................1
Unknown Environmental Liabilities................................................................................54
Updated Survey...................................................................................................15
Voluntary Title Encumbrances.....................................................................................17

-xiii-

Exhibit 10.23.2

FIRST AMENDMENT TO
CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS

This First Amendment to Contribution Agreement and Joint Escrow Instructions (the "First Amendment") is made and entered into as of the 8th day of November, 2005, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("CBL/OP"); OAK PARK INVESTMENT, L.P., a Delaware limited partnership ("Property Owner") and the general and limited partners of Property Owner listed on Schedule 1 attached hereto.

RECITALS

A. CBL/OP, the Property Owner and the Contributors entered into that certain Contribution Agreement and Joint Escrow Instructions dated as of October 19, 2005 (the "Contribution Agreement"), pursuant to which the Property Owner and Contributors agreed to contribute to CBL/OP (by transfer of LLC Interests in the Company (as such terms are defined in the Contribution Agreement)) that certain retail shopping center known as the Oak Park Mall, and related land, improvements and property located in Overland Park, Johnson County, Kansas, which is more particularly described in the Contribution Agreement.

B. CBL/OP, the Property Owner and the Contributors desire to amend the Contribution Agreement on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the promises, terms and conditions contained herein and such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, CBL/OP, the Property Owner and the Contributor Representative hereby agree as follows:

A. Defined Terms and Recitals. Except as otherwise defined herein, all capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Contribution Agreement. CBL/OP, the Property Owner and the Contributor Representative hereby agree that the recitals set forth hereinabove are true and correct and incorporated into this First Amendment.

B. Modifications to Contribution Agreement. The parties agree that from and after the date of this First Amendment, the Contribution Agreement shall be modified as follows:

1. All references to the term "LLC Interests" in the Contribution Agreement shall hereinafter mean collectively, (i) 99.5% of the membership interests in Oak Park Holding I, LLC, a Kansas limited liability company ("Oak Park Holding I"), and (ii) all of the membership interests in Oak Park Member, LLC, a Kansas limited liability company ("Oak Park Member"), other than those membership interests in Oak Park Member held by Oak Park Holding I.

2. With respect to the representations and warranties set forth Section 7.1.3 of the Contribution Agreement, the percentages reflected in Schedule 1 to the Contribution Agreement are hereby modified to reflect to the percentages for each Contributor reflected in Schedule 1 to this First Amendment (in Schedule 1 "OP" refers to "Oak Park").

3. Section 2.1 of the Contribution Agreement is hereby deleted in its entirety and substituted with the following:

1

"2.1 Agreement to Contribute the LLC Interests. In furtherance of the contribution of the LLC Interests to CBL/OP, the parties hereby agree to take the following steps in the order as they appear within the set forth time periods:

(a) At least two (2) and not more than four (4) Business Days prior to the expected funding of the Closing Date Debt, the Contributors shall:

(i) cause Property Owner to form, or cause the formation of, the Company, which shall be named "Oak Park Mall, LLC, a Delaware limited liability company" and whose 100% membership interests shall be owned by the Property Owner;

(ii) cause Property Owner to contribute the Property to the Company free and clear of any liens or encumbrances except for indebtedness that will be refinanced with the Closing Date Debt (STEP 1 OF OAK PARK TRANSACTION STRUCTURE attached hereto as Exhibit BB ("Oak Park Transaction Structure"));

(iii) cause Property Owner to form, or cause the formation of, a new Kansas limited liability company, which shall be named "Oak Park Member, LLC" and whose 100% membership interests shall be owned by the Property Owner ("Oak Park Member");

(iv) cause Property Owner to transfer and contribute 100% of the membership interests in the Company to Oak Park Member free and clear of any liens or encumbrances (STEP 2 OF OAK PARK TRANSACTION STRUCTURE);

(v) cause the Property Owner to be liquidated (but not dissolved) and to distribute 100% of the membership interests in Oak Park Member to the Contributors free and clear of any liens or encumbrances (STEP 3 OF OAK PARK TRANSACTION STRUCTURE);

(vi) cause the Electing Contributors to form, or cause the formation of, a new Kansas limited liability company, which shall be named "Oak Park Holding I, LLC" and whose 100% membership interests shall be owned by the Electing Contributors ("Oak Park Holding I"); and

(vii) cause the Electing Contributors to transfer and contribute all of their membership interests in Oak Park Member to Oak Park Holding I free and clean of any liens or encumbrances (STEP 4 OF OAK PARK TRANSACTION STRUCTURE);

THE RESULTING OWNERSHIP STRUCTURE OF THE COMPANY SHALL BE AS DEPICTED ON PAGE 2 OF THE OAK PARK TRANSACTION STRUCTURE CAPTIONED "STRUCTURE IMMEDIATELY PRIOR TO
LOAN".

(b) On the date that the Closing Date Debt is to be funded to the Company which shall be at least one (1) Business Day prior to the Closing Date, the Contributors shall:

(viii) cause the Company to refinance its existing mortgage indebtedness with the Closing Date Debt and (w) cause the Company to distribute the net refinancing proceeds from the Closing Date Debt to Oak Park Member, (x) cause the Oak Park Member to distribute the net financing proceeds from the Closing Date Debt prorata to the Contributors (other than the Electing Contributors) and Oak Park Holding I, and (y) cause Oak Park Holding I to distribute the net refinancing proceeds from the Closing Date Debt to the Electing Contributors (STEP 5 OF OAK PARK TRANSACTION STRUCTURE).

2

(c) On the Closing Date, upon and subject to the terms and conditions of this Agreement:

(ix) The Electing Contributors agree to cause Oak Park Holding I to issue to CBL & Associates Management, Inc., a Delaware corporation ("CBL Management") and CBL Management will acquire a one-half percent (0.5%) membership interest in Oak Park Holding I in exchange for cash in an amount such that following the contribution CBL Management will hold an interest with a value equal to 0.5% of the total value of Oak Park Holding I, based on the K-SCU Amount to be received by the Electing Contributors (STEP 6 OF OAK PARK TRANSACTION STRUCTURE);

(x) The Electing Contributors agree to transfer and contribute all of their membership interests (99.5%) in Oak Park Holding I to CBL/OP, free and clean of any liens or encumbrances, and CBL/OP agrees to acquire such membership interests (99.5%) in Oak Park Holding I in exchange for K-SCUs (STEP 7 OF OAK PARK TRANSACTION STRUCTURE);

(xi) CBL/OP shall cause the formation of, a new Kansas limited liability company, which shall be named "Oak Park Holding II, LLC" and whose 99.5% membership interests shall be owned by CBL/OP and whose 0.5% membership interests shall be owned by CBL Management ("Oak Park Holding II");

(xii) The Contributors (other than the Electing Contributors) agree to transfer and contribute all of their membership interests in Oak Park Member to Oak Park Holding II, free and clean of any liens or encumbrances, and CBL/OP agrees to cause Oak Park Holding II to acquire such membership interests in Oak Park Member in exchange for the Cash Consideration (STEP 7 OF OAK PARK TRANSACTION STRUCTURE).

THE RESULTING OWNERSHIP STRUCTURE OF THE COMPANY SHALL BE AS DEPICTED ON PAGE 4 OF THE OAK PARK TRANSACTION STRUCTURE CAPTIONED "POST CLOSING RESULTING STRUCTURE.

Notwithstanding anything to the contrary contained in this Agreement, the covenants, representations and warranties set forth in this Section 2.1 shall survive the Closing until the Extended Expiration Date and the breaches of such covenants, representations and warranties shall not be subject to the limitations on liability set forth in Sections 10.5 and 10.6 of the Agreement."

4. Section 7.1.22 of the Contribution Agreement is hereby deleted in its entirety and substituted with the following:

"7.1.22 The Company and Affiliated Entities.

(i) The Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is duly qualified or registered to transact business in the State of Kansas, and has the power and authority to carry on its business as now being conducted. Oak Park Member and Oak Park Holding I are each a limited liability company duly organized and validly existing under the laws of the State of Kansas, and each has the power and authority to carry on its business as now being conducted;

(ii) The Company has never conducted and does not currently conduct any business other than ownership and operation of the Property, and has never owned, and do not currently own, any assets other than the Property and cash and investment securities; Oak Park Member has never conducted and does not currently conduct any business other than ownership of the membership interests

3

in the Company,
and has never owned, and do not currently own, any assets other than the membership interests in the Company. Oak Park Holding I has never conducted and does not currently conduct any business other than ownership of certain percentage of the membership interests in Oak Park Member, and has never owned, and do not currently own, any assets other than a certain percentage of the membership interests in Oak Park Member;

(iii) As of the Closing Date, the Company will not have historical liabilities other than the Closing Date Debt, obligations for Operating Expenses and Real Estate Taxes which are being prorated pursuant to Article VI above; and as of the Closing Date, the Company will not be a party to any agreements other than the Permitted Exceptions, Tenant Leases, the Operating Agreement, the Service Contracts and the documents related to the Closing Date Debt. As of the Closing Date, Oak Park Member will not have historical liabilities; and as of the Closing Date, Oak Park Member will not be a party to any agreements other than the operating agreement for the Company. As of the Closing Date, Oak Park Holding I will not have historical liabilities; and as of the Closing Date, Oak Park Holding I will not be a party to any agreements other than the operating agreement for Oak Park Member;

(iv) Property Owner has delivered to CBL/OP true, correct and complete copies of each of the New LLCs' certificate of formation and limited liability company agreements, including all amendments to each of them;

(v) Oak Park Member is not in breach of, or default under, the limited liability company agreement of the Company and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default thereunder on the part of Oak Park Member. Oak Park Holding I and the Contributors (other than the Electing Contributors) are not in breach of, or default under, the limited liability company agreement of Oak Park Member and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default thereunder on the part of Oak Park Holding I or any of the Contributors (which are not the Electing Contributors). None of the Electing Contributors are in breach of, or default under, the limited liability company agreement of Oak Park Holding I, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default thereunder on the part of any of the Electing Contributor; and

(vi) Neither Property Owner, any Contributor nor any affiliate of any of them has made a loan to any of the Company, Oak Park Member or Oak Park Holding I (the "New LLCs"), and (x) no Electing Contributors have any outstanding capital commitments to Oak Park Holding I, (x) neither Oak Park Holding I nor the Contributors (which are not the Electing Contributors) have any outstanding capital commitments to Oak Park Member, and (z) Oak Park Member has no outstanding capital commitments to the Company.

(vii) The membership interests held by Oak Park Member in the Company represent all of the issued and outstanding equity interests in the Company; and the Company has no obligation to issue, and no party has any right to acquire, another equity interests in the Company. The membership interests held by Oak Park Holding I and the Contributors (other than the Electing Contributors) in Oak Park Member represent all of the issued and outstanding equity interests in Oak Park Member; and Oak Park Member has no obligation to issue, and no party has any right to acquire, another equity interests in Oak Park Member. The membership interests held by the Electing Contributors in Oak Park Holding I represent all of the issued and outstanding equity interests in Oak Park Holding I; and Oak Park Holding I has no obligation to issue, and no party has any right to acquire, any other equity interests in Oak Park Holding I."

5. A new "Exhibit BB" (Oak Park Transaction Structure) is hereby attached to the Contribution Agreement following "Exhibit AA" in the form of Exhibit A attached to this First Amendment.

4

6. Property Owner and the Contributors hereby notify CBL/OP that a lawsuit has been filed on August 26, 2005 in the Circuit Court of Jackson County, Missouri with Case No. 0516-CV28076, by plaintiffs John A. Ribaste and Special Events International, Inc. and naming the Property Owner, its general partners and other parties, as defendants ("Lawsuit"). The Contributors hereby agree, jointly and severally, to (i) diligently and in good faith prosecute to completion the Lawsuit, at Contributor's sole cost and expense, (ii) provide CBL/OP with copies of all court filings and correspondence in connection with the Lawsuit, (iii) obtain CBL/OP's approval prior to approving any settlement of the Lawsuit which would have an adverse effect on CBL/OP's or the Company's use or operation of the Property, and (iv) indemnify, hold harmless and defend CBL/OP and the Company and any officer, director, partner, employee and/or agent of CBL/OP or the Company from and against any and all Losses arising out of or resulting from the Lawsuit. Property Owner, the Contributors and CBL/OP hereby agree that, notwithstanding anything to the contrary contained in the Contribution Agreement, the Contributors' breaches of their obligations under clauses (i) through (iv) above (x) shall not be subject to the limitations on liability set forth in Sections 10.5 and 10.6 of the Contribution Agreement, and (y) shall be subject to reimbursement by CBL/OP and the Company from the Indemnity Escrow Fund.

C. No Further Modification. Except as set forth herein, the Contribution Agreement remains unmodified and in full force and effect. In the event of any inconsistency between the provisions of the Contribution Agreement and this First Amendment, the terms of this First Amendment shall control.

D. Governing Law. This First Amendment shall be governed by, construed and enforced in accordance with, the laws of the State of Kansas.

E. Counterparts. This First Amendment may be executed in two or more counterparts, which when taken together shall constitute one and the same instrument. The parties contemplate that they may be executing counterparts of the First Amendment transmitted by facsimile and agree and intend that a signature by facsimile machine shall bind the party so signing with the same effect as though the signature were an original signature.

INTENTIONALLY LEFT BLANK

5

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed as of the day and year first written above.

PROPERTY OWNER: OAK PARK INVESTMENT, L.P.,

a Delaware limited partnership

By: JJJ Associates, Inc., general partner

                         By:              /s/ Jack N. Fingersh________________
                              ------------------------------------------------
                         Name:                    Jack N. Fingersh____________
                                ----------------------------------------------
                         Title:                         President_____________
                                 ---------------------------------------------
CONTRIBUTORS:                                  /s/ Jack Fingersh______________
                --------------------------------------------------------------
                JACK FINGERSH, in his capacity as the true and lawful agent,
                attorney-in-fact and representative of, the Contributors
                listed on Schedule 1 attached hereto
                          ----------

CBL/OP: CBL & ASSOCIATES LIMITED PARTNERSHIP
a Delaware limited partnership

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

By:              /s/ Stephen D. Lebovitz_____________
     ------------------------------------------------
Name:             Stephen D. Lebovitz________________
       ----------------------------------------------
Title:                      President________________
        ---------------------------------------------

6

Schedule 1 to First Amendment to Contribution Agreement

List of Contributors

7

Exhibit A to First Amendment to Contribution Agreement

Exhibit BB

OAK PARK TRANSACTION STRUCTURE

Pre-Closing Restructuring

Day 1

Step 1

  Oak Park Investments, L.P.
a Delaware limited partnership

              |    / \  Oak Park Mall
  Property    |     |         LLC
              |     |      Interests
             \ /    |

Oak Park Mall, LLC a Delaware limited liability company

Step 2

  Oak Park Investments, L.P.
a Delaware limited partnership

Oak Park Mall    |    / \    Oak Park Member
    LLC          |     |          LLC
  Interests      |     |       Interests
                \ /    |

Oak Park Member, LLC an Kansas limited liability company

Step 3
                          Oak Park Member LLC Interests

Oak Park Investment,    -------------------------->   Partners ("Contributors")
L.P.                           Distribution

8

Step 4

Contributors receiving K-SCUs(1)

Oak Park Member   |    / \     Oak Park Holding I
     LLC          |     |            LLC
  Interests       |     |         Interests
                 \ /    |

Oak Park Holding I, LLC an Kansas limited liability company

Structure Immediately prior to Loan


| Oak Park Mall, LLC | | a Delaware limited liability company | |______________________________________| | | |
| Oak Park Member, LLC | | an Kansas limited liability company | |_______________________________________|

                        _                  _
                       _                    _
                      _                      _
                     _                        _
_______________________________________   _____________________________

| Oak Park Holding I, LLC | | Contributors receiving Cash | | an Kansas limited liability company | |_____________________________| |_______________________________________|

              |
              |
              |
 __________________________
|  Contributors receiving  |
|         K-SCUs           |

|__________________________|

Step 5 Loan is made to Oak Park Mall, LLC and excess Loan proceeds are distributed upstream to Contributors.


(1) MD Associates, Inc., Irene Dreiseszum, Trustee, Oak Fing, L.L.C., Saleto, LLC and B.F. Partners, L.P.

9

                                      Day 2

Step 6  (on the Contribution Closing Date)


                                   Cash at FMV


CBL & Associates Management, Inc.   ----------->  A Electing Contributor and
                                                  member of Oak Park Holding I
                                    <----------

0.5% LLC Interest in Oak Park Holding I

Resulting Pre Closing Structure


| Oak Park Mall, LLC | | a Delaware limited liability company | |______________________________________| | | |
| Oak Park Member, LLC | | an Kansas limited liability company | |_______________________________________|

                        _                  _
                       _                    _
                      _                      _
                     _                        _
_______________________________________   _____________________________

| Oak Park Holding I, LLC | | Contributors receiving Cash | | an Kansas limited liability company | |_____________________________| |_______________________________________|

                      -          -
                     -            -
                    -              -
                   -                -
 _________________-__________      __-_________________________
|   CBL & Associates         |    |   Contributors receiving   |
|   Management, Inc.         |    |           K-SCUs           |
|   a Delaware corporation   |    |                            |
|         0.5%               |    |            99.5%           |

|____________________________| |____________________________|

10

At Closing

Step 7

Oak Park Holding I LLC interests

Electing Contributors receiving    -------------->       CBL & Associates
K-SCUs (excluding the Electing                         Limited Partnership
Contributor receiving cash for     <------------- a Delaware limited partnership
its 0.5% LLC Interests                K-SCUs
in Oak Park Holding I

Oak Park Member LLC interests (other than the LLC Interests held by Oak Park Holding I)

Contributors receiving Cash    ------------------->     Oak Park
                                                      Holding II, LLC
                               <------------------ ("Eastland Holding II")
                                       Cash        an Kansas limited
                                                     liability company

Post Closing Resulting Structure

                   ________________________________________
                  |           Oak Park Mall, LLC           |
                  |  a Delaware limited liability company  |
                  |________________________________________|
                                      |
                                      |
                                      |
                   ________________________________________
                  |          Oak Park Member, LLC          |
                  |   an Kansas limited liability company  |
                  |________________________________________|
                              _                  _
                             _                    _
                            _                      _
                           _                        _
 ___________________________________       __________________________________
|   Oak Park Holding I, LLC         |     |    Oak Park Holding II, LLC      |
|  an Kansas limited liability      |     |   an Kansas limited liability    |

|___________________________________| |__________________________________|




________-__________________-________________________-_________________-______ | CBL & Associates | CBL & Associates | CBL & Associates | CBL & Associates |

| Management, Inc.  |  Limited          | Managment, Inc.  | Limited          |
| a Delware         |  Partnership      | a Delaware       | Partnership      |
| corporation       |  a Delaware       | corporation      | a Delaware       |
|     0.5%          |  limited          |       0.5%       | limited          |
|                   |  partnership      |                  | partnership      |

| | 99.5% | | 99.5% | |___________________|___________________|__________________|__________________|


Exhibit 10.23.3

CONTRIBUTION AGREEMENT
AND JOINT ESCROW INSTRUCTIONS

THIS CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 17th day of October, 2005 (the "Effective Date") by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("CBL/OP"); B-M-J Development, Limited Partnership, a Delaware limited partnership ("Property Owner") and the general and limited partners of Property Owner listed on Schedule I hereto (the "Contributors"), which term shall also include any limited partnership or limited liability company [a "Family Entity"] formed by one or more of the parties listed on Schedule I to hold their "LLC Interests" [defined below]).

WITNESSETH:

WHEREAS, Property Owner is the owner of Eastland Mall, a regional retail shopping center, and related land, improvements and property located in Bloomington, McLean County, Illinois, which is more particularly described in, and is the subject of, this Agreement; and

WHEREAS, Contributors consist of all of the general and limited partners of Property Owner; and

WHEREAS, Contributors intend to (i) cause Property Owner to form a new Delaware limited liability company under a name approved by CBL/OP (the "Company"); (ii) cause Property Owner to contribute the Shopping Center to the Company; and (iii) cause the Property Owner to be liquidated and to distribute one hundred percent (100%) of the membership interests in the Company (the "LLC Interests") to the Contributors; and

WHEREAS, CBL/OP is a Delaware limited partnership which desires to acquire the LLC Interests; and

WHEREAS, Contributors desire to contribute the LLC Interests to CBL/OP in exchange for either limited partnership interests in CBL/OP (as described hereinbelow) or cash consideration, or a combination of the foregoing, as described in this Agreement; and

WHEREAS, Contributors intend to cause Company to refinance its existing mortgage indebtedness and to distribute the excess refinancing proceeds to Contributors prior to the contribution of the LLC Interests to CBL/OP; and

WHEREAS, CBL/OP desires to acquire the LLC Interests from Contributors in exchange for the Total Consideration (as defined hereinafter), subject to and upon all of the terms, covenants and conditions of this Agreement; and

WHEREAS, it is expected that the exchange of the LLC Interests for partnership interests will qualify for Federal income tax purposes as a tax free transfer pursuant to Section 721 of the Code, and will not be subject to Section 707(a)(2)(B) of the Code, and the parties will file their tax returns and keep their books and records in a manner consistent with this expectation.

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NOW, THEREFORE, in consideration of the premises and the mutual undertakings in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS

This Article I sets forth certain definitions and fundamental provisions for purposes of this Agreement. An index of defined terms used in this Agreement is included with the Table of Contents of this Agreement.

1.1 "Property" means, collectively, all of Property Owner's right, title and interest in the Land, the Ground Lease, the Appurtenances, the Improvements, the Service Contracts, the Intangible Property, the Tenant Leases, the Personal Property and the Tenant Security Deposits, as such terms are defined below.

1.1.1 "Land" means, collectively, those certain parcels of land located in Bloomington, Illinois, which are described in Exhibit A attached hereto.

1.1.2 "Ground Lease" means that certain Lease dated as of January 1, 1971, between First Federal Savings and Loan Association, successor-in-interest to Peoples Bank of Bloomington, Illinois, Trustee under the provisions of a trust agreement dated January 1, 1971, known as McLean County Land Trust Number D-187, as Landlord, and B-M-J Development, Limited Partnership, successor-in-interest to B-M-J Development Corporation, as Tenant, demising substantially all of that part of the Land described in Exhibit "A" attached hereto as the "Ground Leased Parcel".

1.1.3 "Appurtenances" means all right, title and interest, if any, of Property Owner in and to the following: (a) all land lying in the bed of any street, highway, road or avenue, open or proposed, public or private, in front of or adjoining the Land, to the center line thereof; (b) all rights of way, highways, public places, easements, appendages, appurtenances, sidewalks, alleys, strips and gores of land adjoining or appurtenant to the Land which are now or hereafter may be used in connection with the Property; (c) all awards to be made in lieu of any of the foregoing or for damages to the Land by reason of the change of grade of any street, highway, road or avenue; and (d) all easements, rights and privileges benefiting the applicable Land, including, without limitation, those under the Operating Agreement.

1.1.4 "Improvements" means all buildings, structures, improvements and fixtures located on the Land.

1.1.5 "Service Contracts" means any service, supply, maintenance, repair, construction and management contracts to which Property Owner is a party relating to the Real Property (as defined below).

1.1.6 "Intangible Property" means all assignable intangible personal property, if any, now or through the date of Closing owned by Property Owner and arising out of or in connection with Property Owner's ownership of the Real Property, the Service Contracts, Tenant Leases and the Personal Property, including (to the extent any such items exist) (a) Property Owner's rights to use any plans, specifications and drawings relating to the Improvements (subject to the rights

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of the parties who prepared the same), (b) Property Owner's rights to any current names, logos, designs, trademarks, service marks, copyrights, and trade names used solely in connection with the Real Property (including but not limited to any internet domain names), (c) the goodwill of Property Owner in connection with the Real Property, (e) all advertising materials, marketing programs and strategies, and other similar rights relating solely to Property Owner's use and operation of the Real Property, the Service Contracts, Tenant Leases and the Personal Property, (f) any transferable licenses, permits and certificates of occupancy issued by governmental authorities relating solely to the use, maintenance, occupancy and/or operation of the Real Property, (g) any presently effective and assignable warranties and guaranties issued solely with respect to the Real Property, the Service Contracts, Tenant Leases and the Personal Property, and (h) the Books and Records (as defined below).

1.1.7 "Tenant Leases" means any and all space leases, licenses, concessions or other such arrangements for use of space within the Real Property. Such leases include, without limitation, the agreements listed and described on Exhibit I, hereinafter referred to as the "Lease Schedule/Rent Roll" attached hereto and by this reference incorporated herein and made a part hereof.

1.1.8 "Personal Property" means, to the extent any such items exist, any apparatus, furniture, appliances, building supplies, equipment, machinery and other tangible items of personal property owned by Property Owner and presently affixed, attached to, placed or situated upon the Real Property and used exclusively in connection with the ownership, operation and occupancy of the Real Property. Personal Property does not include any items of personal property leased to Property Owner or otherwise owned by third parties, or any of the Excluded Property referred to in Section 2.2 below.

1.1.9 "Real Property" means collectively the Land, the Improvements and the Appurtenances.

1.1.10 "Tenant Security Deposits" means all refundable security deposits, letters of credit, advance rental payments and other deposits of tenants ("Tenants") under Tenant Leases which, as of the Closing Date, have not been applied and are then held by and are in the possession of Property Owner.

1.1.11 "Operating Agreement" means the Construction, Operation and Reciprocal Easement Agreement dated as of September 29, 1998, between B-M-J Development, Limited Partnership, a Delaware limited partnership, and The May Department Stores Company, a New York corporation ("May"), recorded April 19, 1999 as Document No. 99 11393 in the Official Records, as amended by letter agreement dated as of April 12, 1999, and by First Amendment to Construction, Operation and Reciprocal Easement Agreement dated as of December 31, 2001, recorded January 30, 2002 as Document No. 2002-4330 in the Official Records. The Operating Agreement concerns the operation and maintenance of the Real Property and the adjoining parcel of land and the improvements thereon owned by May as an integrated shopping mall commonly known as "Eastland Mall" (the "Shopping Mall"). May, Sears Roebuck & Co., Kohl's Illinois, Inc., J. C. Penney Corporation, Inc. and McRil, LLC are referred to herein collectively as the "Anchor Stores."

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1.1.12 "Books and Records" means all site and as built plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans, landscape plans and other plans, diagrams or studies of any kind, if any, now in the possession or reasonable control of Property Owner or Property Owner's Property Manager which relate to the Land, the Improvements or the Personal Property, and all of Property Owner's right, title and interest in and to operating manuals, marketing brochures, market studies, tenant data sheets and other books, records and materials of any kind now in the possession or reasonable control of Property Owner or Property Owner's Property Manager and required in connection with the continuing ownership, operation and management of the Improvements, and all financial and accounting records of the Company and Property Owner for all periods from and after January 1, 1998.

1.2 "Total Consideration" means $79,030,000.00 less the principal balance and accrued interest outstanding on the Closing Date Debt as of the Closing Date, and as adjusted as provided in Article VI.

1.3 "Final Approval Date" means the Effective Date.

1.4 "Title Objection Deadline" means 5:00 p.m., Kansas City, Missouri time (it being agreed that all times in this Agreement shall be deemed to refer to Kansas City, Missouri time) on the later to occur of (i) the Effective date and (ii) the fifth (5th) Business day after CBL/OP's receipt of all of the Title Documents.

1.5 "Closing Date" means the (A) date that is the earlier of: (i) three (3) business days after the conditions set forth in Sections 5.2.11 and 5.3.7 below have been satisfied pursuant to their terms, and (ii) November 30, 2005, or (B) any earlier date upon which Property Owner and CBL/OP mutually agree.

1.6 "Title Company" means Fidelity National Title Insurance Company whose address is:

1800 Parkway Place
Two Parkway Center, Suite 700 Atlanta, Georgia 30067
Attention: Linda R. Thurman Telephone: (770) 850-9600 Facsimile: (770) 850-8222

1.7 "CBL/OP's Address" means:

CBL & Associates Limited Partnership c/o CBL and Associates Properties, Inc. 2030 Hamilton Place Boulevard CBL Center, Suite 500
Chattanooga, Tennessee 37421-6000 Attention: Jay Wiseman
Facsimile: (423) 490-8626

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With a copy to:

Shumacker Witt Gaither & Whitaker, P.C.

2030 Hamilton Place Boulevard

CBL Center, Suite 210
Chattanooga, Tennessee 37421 Attention: Ralph M. Killebrew, Jr.

Telephone: (423) 425-7209

Facsimile: (423) 899-1278

and to

Morrison & Foerster LLP
1290 Avenue of the Americas New York, New York 10104-0185 Attention: Yaacov M. Gross Telephone: (212) 468-8012 Facsimile: (212) 468-7900

1.8 "Property Owner's Address" means:

B-M-J Development, Limited Partnership, c/o Copaken, White & Blitt 8900 State Line Rd., Suite 333 Leawood, Kansas 66206
Attention: Keith Copaken
Facsimile: (913) 381-5624 Telephone No.: (913) 381-3840

With a copy to:

Lewis, Rice & Fingersh
1010 Walnut, Suite 500
Kansas City, Missouri 64106 Attention: Peter DiGiovanni Facsimile: (816) 460-6504 Telephone No.: (816) 472-2504

1.9 "Property Owner's Property Manager" means Copaken, White & Blitt, LLC, a Missouri limited liability company, whose address is8900 State Line Rd., Suite 333, Leawood, Kansas 66206.

1.10 "Official Records" means the Official Records of the Register of Deeds for McLean County, Illinois.

1.11 "Shopping Center" means that certain regional shopping center commonly known as "Eastland Mall" located in Bloomington, Illinois and comprised of, collectively, the Land, the Appurtenances, the Improvements, the Personal

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Property, the Intangible Personal Property, the Service Contracts, the Tenant Leases, the Tenant Security Deposits and all other property being transferred or contributed by Property Owner to the Company under the terms of this Agreement.

1.12 "Cash Consideration" means an amount equal to the Total Consideration less the K-SCU Amount (as defined hereinafter).

1.13 "K-SCU Amount" means the aggregate amount of the Election Amounts (as hereinafter defined) (taking into account any reductions in the amounts of such elections provided for in Section 3.2) of all Electing Contributors (as hereinafter defined) (not including any Contributor whose election to be an Electing Contributor is nullified pursuant to the provisions of Section 3.2).

1.14 "K-SCUs" means limited partnership units denoted as Series K Special Common Units ("K-SCUs") which shall have the attributes described in the Description of Partnership Interests (K-SCUs) set forth in Exhibit L and attached to this Agreement.

1.15 "Partnership Interests" means K-SCUs, and any other limited partnership interests in CBL/OP to which or for which they may be converted, as described on Exhibit L hereto.

1.16 "CBL/OP Partnership Agreement" means the Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership dated June 15, 2005, (i) as amended by the First Amendment to Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership to be executed at Closing and (ii) as the same may be further amended from time to time.

1.17 "CBL/OP Partnership Agreement Amendment" means the First Amendment to Third Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership to be executed at Closing.

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

1.19 "Escrow Agent" means Fidelity National Title Insurance Company of New York, having its office at 1800 Parkway Place, Two Parkway Center, Suite 700, Atlanta, Georgia 30067; Attention: Linda Thurman.

1.20 "Company LLC Agreement" means that certain limited liability agreement of the Company to be executed at or prior to Closing.

1.21 "Closing Date Debt" means secured indebtedness of the Company in the principal amount of no less than $53,720,000, and secured by a first mortgage lien on the Shopping Center and the Guarantees.

1.22 "Other Mall Contributors" means those parties identified and defined as "Contributors" in the Oak Park Contract. A Contributor hereunder may also be an Other Mall Contributor.

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1.23 "Other Mall Electing Contributors" means those Other Mall Contributors that elect to become "Electing Contributors" as defined in, and pursuant to, the Oak Park Contract. An Electing Contributor hereunder may also be an Other Mall Electing Contributor.

1.24"Other Mall Total Consideration" means the aggregate amount of the "Total Consideration" as defined in the Oak Park Contract.

ARTICLE II
CONTRIBUTION

2.1 Agreement to Contribute the LLC Interests. At or prior to the Closing, Contributors shall (i) cause Property Owner to form the Company; (ii) cause Property Owner to contribute the Property to the Company free and clear of any liens or encumbrances except for indebtedness that will be refinanced with the Closing Date Debt; (iii) promptly after making the contribution disclosed in clause (ii), cause the Property Owner to be liquidated (but not dissolved) and to distribute the LLC Interests to the Contributors, (iv) cause the Company to refinance its existing mortgage indebtedness with the Closing Date Debt, and (v) distribute the net refinancing proceeds from the Closing Date Debt to the Contributors. Upon and subject to the terms and conditions of this Agreement, at Closing, Contributors agree to transfer and contribute to CBL/OP and/or an entity wholly owned by CBL/OP, the LLC Interests, and CBL/OP agrees to acquire, and/or cause an entity wholly owned by CBL/OP to acquire, the LLC Interests from Contributors in exchange for K-SCUs and/or cash in the aggregate amount of the Total Consideration. Unless otherwise agreed by the Electing Contributors and CBL/OP at least ten (10) days prior to the Closing Date, CBL/OP shall cause an affiliate (that is not a disregarded entity for tax purposes with respect to CBL/OP) to acquire at least 0.01% interest in the Company from one of the Contributors that is not an Electing Contributor, which Contributor shall be designated by the Electing Contributor at least ten (10) days prior to the Closing Date, for the purpose of maintaining the Company as a partnership for tax purposes following the Closing.

2.2 Excluded Property. Notwithstanding anything to the contrary contained in this Agreement, the term "Property" shall not include any of the following items, all of which are excluded from the transfer by Property Owner to the Company hereunder: (a) all cash on hand, other than a working capital reserve of $30,000 (the "Operating Reserve"), checks, money orders or accounts receivable,
(b) any operating accounts, replacement or reserve accounts or other accounts maintained by or on behalf of Property Owner or Property Owner's affiliates with respect to the Property, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or other security deposits or any bonds posted by or on behalf of Property Owner with any governmental authorities, utilities or other parties, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (d) the sales tax rebate payable to Property Owner pursuant to Development Agreement, Eastland Mall Expansion and Renovation between Property Owner and the City of Bloomington, Illinois, dated as of July 27, 1998, to reimburse Property Owner for certain site improvements previously constructed by Property Owner; (e) subject to Article XI below, any claims under Property Owner's insurance policies; (f) any rents, operating expense and tax reimbursements, additional rentals or other sums or amounts due Property Owner from prior tenants or sub-tenants who are not subject to Tenant Leases; (g) any judgments which have been

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entered in favor of Property Owner as of the Effective Date for Delinquent Rentals; (h) the Excluded Documents; and (i) Property Owner's accounting software, provided however, that if such software is subject to a license that prohibits its commercial transfer, Property Owner shall, for up to ninety (90) days following the Closing Date, reasonably assist the Company and CBL/OP in reviewing and copying, at CBL/OP's expense (by hard copy as well as electronically) all Books and Records provided to the Company or CBL/OP hereunder in electronic form and to the transfer of such electronic Books and Records to CBL/OP's accounting and property management systems.

2.3 Other Mall Contribution Agreements.

2.3.1 Definitions of other Malls and Purchase Agreements. For purposes hereof,
(i) "Hickory Point Contract" shall mean that certain Purchase and Sale Agreement of even date herewith by and between HP-SP Associates, L.L.C., a Missouri limited liability company, and Hickory Point Mall, Limited Partnership, a Delaware limited partnership (collectively, "Hickory Point Property Owner"), as seller, and CBL/OP, as buyer, with respect to the property commonly known as Hickory Point Mall, Forsyth, Illinois, herein "Hickory Point Mall"; (ii) "Oak Park Contract" shall mean that certain Contribution Agreement of even date herewith by and between Oak Park Investment, L.P., a Delaware limited partnership ("Oak Park Property Owner"), and its partners, as contributors, and CBL/OP, with respect to the property commonly known as Oak Park Mall, Overland Park, Kansas, herein "Oak Park Mall;" and (iii) "Eastland Medical Building Contract" shall mean that certain Purchase and Sale Agreement of even date herewith by and between BMJ Medical, LLC, a Missouri limited liability company ("Eastland Medical Building Property Owner"), as seller, and CBL/OP, as buyer, with respect to the medical office building and related land, improvements and property located in Bloomington, McLean County, Illinois, herein "Eastland Medical Building." The Hickory Point Contract, the Eastland Medical Building Contract and the Oak Park Contract are sometimes collectively referred to herein as the "Other Mall Contracts," and Hickory Point Mall, Eastland Medical Building and Oak Park Mall are sometimes collectively referred to herein as the "Other Malls."

2.3.2 Other Mall Contracts; Cross Default; Cross Termination. (A) Any default or material breach of a representation or warranty by the property owner and/or contributors under either of the Other Mall Contracts shall constitute a default of Property Owner and/or Contributors under this Agreement, and any proper termination prior to Closing by CBL/OP of either of the Other Mall Contracts as a result of a default or material breach of a representation or warranty by the property owner and/or contributors thereunder, shall constitute CBL/OP's proper election to terminate this Agreement and recover the Letter of Credit or Deposit, as applicable; and (B) any default or material breach of a representation or warranty by CBL/OP under either of the Other Mall Contracts shall constitute a default of CBL/OP under this Agreement, and any proper termination prior to Closing by the property owner of either of the Other Mall Contracts as a result of a default or material breach of a representation or warranty by CBL/OP thereunder, shall constitute Property Owner's proper election to terminate this Agreement that entitles Property Owner to draw on the Letter of Credit and receive payment of the Deposit.

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ARTICLE III_
TOTAL CONSIDERATION

3.1 Total Consideration. Subject to the terms of this Agreement, the Total Consideration to be received by the Contributors for the contribution of the LLC Interests to CBL/OP shall be Seventy-nine Million Thirty Thousand Dollars
($79,030,000.00) less the Closing Date Debt and be paid in the form of (i) K-SCUs and (ii) the Cash Consideration, subject to any other adjustments set forth in this Agreement. Each Contributor shall receive the share of the Total Consideration indicated opposite its name on Schedule I hereto. Subject to the limitations in Section 3.2 below, any Contributor may elect to receive all or part of its share of the Total Consideration as K-SCUs. Except to the extent a Contributor validly elects to receive all or a portion of the Total Consideration payable to it in the form of K-SCUs pursuant to Section 3.2 below (and such election is not nullified pursuant to Section 3.2 below, and after taking into account any reductions in the amounts of such elections provided for in Section 3.2), each Contributor shall be paid its share of the Total Consideration by wire transfer of immediately available funds at the Closing.

3.2 K-SCUs. By written notice in the form of Exhibit X hereto ("Election Notice"), given to CBL/OP and Property Owner no later than 5:00 p.m. on the later of (i) 2 business days after the Effective Date, or (ii) October 3, 2005, a Contributor (an "Electing Contributor") may elect to receive all or a part of its share of the Total Consideration (as indicated in the Election Notice) in the form of K-SCUs. Notwithstanding the foregoing, no Contributor may be an Electing Contributor unless such Contributor properly completes, executes and delivers to CBL/OP an Investor Questionnaire in the form of Exhibit Y hereto, pursuant to which such Contributor shall represent and warrant to CBL/OP that such Contributor is an "accredited investor" within the meaning of Regulation D promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. In addition, (i) the aggregate amount of the portion of the Total Consideration payable pursuant to this Agreement in the form of K-SCUs to Electing Contributors plus the aggregate amount of the portion of the Other Mall Total Consideration payable under the Other Mall Contracts in the form of K-SCUs to Other Mall Electing Contributors, shall not exceed 55% of the aggregate amount of the Total Consideration payable hereunder plus the Other Mall Total Consideration, and (ii) the aggregate number of record holders of the K-SCUs to be issued to all Electing Contributors hereunder and all Other Mall Electing Contributors shall not exceed 8. If the requirement set forth in clause
(ii) of the preceding sentence would be violated based on the elections by Contributors to be Electing Contributors and the elections of Other Mall Contributors to be Other Mall Electing Contributors (whether or not the requirement in clause (i) of the preceding sentence would be violated or satisfied), then the elections of certain Contributors hereunder to be Electing Contributors and the elections of certain Other Mall Contributors under the Other Mall Contracts to be Other Mall Electing Contributors shall be nullified in their entirety starting with the Contributor or Other Mall Contributor that would receive the smallest number of K-SCUs (and for any Contributor who is also an Other Mall Contributor, the aggregate number of K-SCUs to be received by such Contributor hereunder and under the Other Mall Contracts shall be taken into account in determining the number of K-SCUs to be received by Contributors and Other Mall Contributors), and proceeding to the Contributor or Other Mall Contributor that would receive the next largest number of K-SCUs, and proceeding in this manner to the Contributors or Other Mall Contributors that would receive the next largest number of K-SCUs in ascending order, until the

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requirement in
clause (ii) of the preceding sentence is satisfied. If the requirement of clause
(i) of the second preceding sentence is not satisfied after taking into account all nullifications, if any, of the elections of any Contributors hereunder to be Electing Contributors and the elections of any Other Mall Contributors under the Other Mall Contracts to be Other Mall Electing Contributors, pursuant to the preceding sentence, the amount of the Total Consideration to be received by each Electing Contributor in the form of K-SCUs and the amount of the Other Mall Total Consideration to be received by each Other Mall Electing Contributor in the form of K-SCUs shall be reduced pro rata (in proportion to the amount of the election of each Electing Contributor and each Other Mall Electing Contributor), by the amounts necessary for the requirement of clause (i) of the second preceding sentence to be satisfied. Any Contributor whose election to be an Electing Contributor is nullified in its entirety in accordance with the second preceding sentence shall not be an Electing Contributor for any purpose hereunder. For each Electing Contributor, the "Election Amount" shall be the amount of the Total Consideration that will be paid to such Electing Contributor pursuant to this Agreement in the form of K-SCUs in accordance with the election of such Electing Contributor pursuant to this Section 3.2, taking into account any reduction in the amount of such election pursuant to the preceding sentence. The K-SCUs will be entitled to receive a basic distribution, on a quarterly basis, in an amount equal to a six percent (6%) per annum yield on the K-SCU Amount for the period commencing on the Closing Date and ending on the last day of the calendar quarter during which the Closing Date occurs and the four (4) succeeding calendar quarters, and thereafter a basic distribution, on a quarterly basis, in an amount equal to a six and one-quarter percent (6.25%) per annum yield on the K-SCU Amount. At the Closing, CBL/OP shall issue to each Electing Contributor an aggregate number of K-SCUs in an amount equal to the Election Amount for such Electing Contributor divided by the product of (x) 1.25 multiplied by (y) the average closing price of the common stock of CBL & Associates Properties, Inc., a Delaware corporation and real estate investment trust ("CBL/REIT"), for the ten (10) day period during which the CBL/REIT common stock is traded immediately prior to the Closing Date, as reported by the New York Stock Exchange ("NYSE").

3.3 Informational Materials. A true and correct copy of the CBL/OP Partnership Agreement (excluding the CBL/OP Partnership Agreement Amendment which shall be in effect as of the Closing) has been furnished by CBL/OP to Contributors. Contributors hereby acknowledge and agree that the ownership of Partnership Interests and Contributors' rights and obligations as limited partners of CBL/OP (including, without limitation the right to transfer, encumber, pledge and exchange Partnership Interests) shall be subject to all of the express limitations, terms, provisions and restrictions set forth in the CBL/OP Partnership Agreement as modified by the CBL/OP Partnership Agreement Amendment. In that regard, Contributors hereby covenant and agree that, at Closing, Contributors shall execute any and all documentation reasonably required by CBL/OP and CBL/REIT to formally memorialize the provisions of Sections 3.2 and this 3.3. Contributors further acknowledge that they have access to or have received and reviewed, prior to the date of this Agreement, any and all information that Contributors have deemed necessary with respect to CBL/REIT and Contributors' participation in CBL/OP as a limited partner thereof. Certain materials and information referred to in this Section 3.3 are listed on Schedule 3.3 hereto and shall be collectively referred to as "Informational Materials."

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3.4 Registration Rights. Contributors shall be entitled to the registration rights, in respect of K-SCUs issued hereunder, that are set forth in a registration rights agreement substantially in the form attached hereto as Exhibit O (the "Registration Rights Agreement").

3.5 Delivery of Deposit. Within two (2) business days following the full execution of this Agreement, CBL/OP shall deliver to Oak Park Property Owner the Letter of Credit, defined below. As used herein, the term "Deposit" shall mean any proceeds of, or moneys paid in connection with, the Letter of Credit, including, without limitation, any interest thereon. The term "Letter of Credit" shall mean an irrevocable standby letter of credit (i) in the form attached hereto as Exhibit Q and made a part hereof (which shall be same Letter of Credit for the Hickory Point Contract and the Oak Park Contract, (ii) in the face amount of Ten Million Dollars ($10,000,000), (iii) naming Oak Park Property Owner as beneficiary, (iv) issued for the benefit of Property Owner, Oak Park Property Owner and Hickory Point Property Owner with the ability to draw by Oak Park Property Owner pursuant to the terms of this Agreement, (v) issued by and drawn upon First Tennessee Bank, N.A. or Wells Fargo Bank, N.A., and (vi) issued for a term of sixty (60) days from its date of issuance with a right, upon ten
(10) days notice prior to the expiration of such sixty (60) day term, for CBL/OP to extend the term of the Letter of Credit for an additional sixty (60) days. Property Owner will only be permitted to draw on the Letter of Credit in the event (1) of a default by CBL/OP under this Agreement or under either of the Other Mall Contracts, or (2) the Letter of Credit has not been renewed or extended and less than ten (10) days remain prior to the expiration thereof. In the event of any drawing on any Letter of Credit by Oak Park Property Owner, the proceeds will be payable exclusively to Escrow Agent, and such proceeds will be held as the Deposit under this Agreement and under the Other Mall Contracts and will be subject to disposition by the Escrow Agent in accordance with the terms and conditions of this Agreement and under the Other Mall Contracts. The Deposit shall be non-refundable and the proceeds shall be disbursed 76% to Oak Park Property Owner, 15.46% to Property Owner and 8.54% to Hickory Point Property Owner in the event of a termination of this Agreement or failure to close by CBL/OP, subject to the exceptions provided in Section 3.6 below.

3.6 Disposition of Deposit. If the transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, the Letter of Credit shall be returned to CBL/OP at Closing (or if the Letter of Credit is converted to the Deposit before Closing, the Deposit will be applied to the Purchase Price at Closing). If this Agreement is terminated by Property Owner or CBL/OP pursuant to Section 4.3.2, Section 4.3.3, Section 4.3.6, Section 5.2,
Section 5.3, Section 8.3, Section 10.2, Section 11.1, or Section 11.3, the Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as provided in the relevant Section pertaining to such termination. Additionally, if this Agreement is terminated by CBL/OP pursuant to Section 2.3.2, by reason of a default under the Other Mall Contracts by Oak Park Property Owner, Eastland Medical Building Property Owner, Hickory Point Property Owner, or the Other Mall Contributors, the Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as provided in Section 2.3.2.

3.7 Cash Consideration Payment. The Cash Consideration shall be paid by wire transfer of immediately available federal funds and allocated among Contributors at the Closing, in accordance with Schedule I hereto, and shall be reduced by the Election Amount for any Electing Contributor. CBL/OP shall deposit such funds into Escrow no later than the Business

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Day immediately preceding the
Closing Date in sufficient time such that the Closing may occur and Escrow Holder will be able to deliver good funds to Contributors or Contributors' designees no later than 1:00 p.m. on the Closing Date.

ARTICLE IV
INSPECTION AND TITLE REVIEW

4.1 CBL/OP's Inspections.

4.1.1 Inspections, Tests and Studies. CBL/OP acknowledges that prior to the Final Approval Date, CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives have been afforded access to the Real Property to inspect and conduct such tests and studies of the Real Property as CBL/OP has deemed appropriate to determine the suitability of the Property for CBL/OP's purposes, and that CBL/OP has performed all such investigations as CBL/OP deems necessary. CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives may continue to have reasonable access to the Real Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary non-invasive tests and studies of the Real Property and the Improvements, but notwithstanding anything to the contrary contained in this Agreement, CBL/OP shall have no right to terminate this Agreement by reason of any matter revealed by any such entry, inspection, tests and studies. CBL/OP shall not conduct any invasive inspections, tests or studies of the Real Property without the specific prior written approval of Property Owner, which approval shall not be unreasonably withheld by Property Owner. If CBL/OP desires access to the Real Property, CBL/OP shall give at least 24 hours prior written or oral notice to Property Owner and Property Owner's Property Manager of CBL/OP's intention to enter the Real Property. Property Owner may impose reasonable conditions on any inspections, tests and studies to be conducted by CBL/OP or CBL/OP's authorized agents, consultants, contractors and representatives to ensure that CBL/OP takes all appropriate safety precautions and observes the requirements of Section 4.4 below. At Property Owner's option, a representative of Property Owner may be present for any such inspection, test or study. CBL/OP shall bear the cost of all inspections, tests and studies conducted by or on behalf of CBL/OP.

4.1.2 CBL/OP's Delivery of Information to Property Owner. Upon Property Owner's request, CBL/OP agrees to deliver to Property Owner, promptly following the receipt thereof by CBL/OP and at no cost to Property Owner, copies of any and all reports, tests, studies and test results obtained by CBL/OP from independent third parties by or on behalf of CBL/OP with respect to the Property before or after the execution and delivery of this Agreement, including those involving the structural, geologic, environmental or other condition of the Property or otherwise relating to the Property (collectively, "CBL/OP's Information"). Property Owner hereby acknowledges that CBL/OP has not made and does not make any warranty or representation regarding the truth or accuracy of any CBL/OP's Information, and neither Property Owner nor any Contributor shall have the right to rely on the same unless it obtains the written permission to do so from the preparer thereof. Nothing contained in this Section 4.1.2 shall be deemed to obligate CBL/OP to deliver to Property Owner any CBL/OP's Information which CBL/OP obtains following the Closing.

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4.1.3 Tenant and Governmental Authority Inquiries. Subject to the provisions of this Section and Section 4.4 below, CBL/OP shall have the right, as part of CBL/OP's due diligence investigation, to contact the Tenants, the Anchor Stores, Property Owner's Property Manager and governmental authorities about various aspects of the Property. CBL/OP shall provide Property Owner with at least 24 hours prior written or oral notice of each such inquiry, contact, interview and meeting and Property Owner shall have the right to have a representative of Property Owner present and otherwise participate in all such inquiries, contacts, interviews and meetings. Contributors shall not be liable or bound in any manner by any oral or written statements, representations or information provided by any Tenant, any Anchor Store, Property Owner's Property Manager, any governmental authority or any of such parties' personnel, employees or contractors (including any on site building manager or building engineer).

4.2 Document Review.

4.2.1 Property Records. Following the Effective Date, Property Owner shall make available to CBL/OP either at the Real Property or at Property Owner's offices in Leawood, Kansas, or at the Property Manager's office in Leawood, Kansas, copies of those documents and property records relating solely to the Property, other than the Excluded Documents, which are within the possession of Property Owner or Property Owner's affiliates and advisors. Following the Effective Date, Property Owner shall direct Property Owner's Property Manager to make available to CBL/OP at the Property Manager's office, or at the on-site management office at the Real Property, all of those documents and property records relating solely to the Property, other than the Excluded Documents, which are in the possession of Property Owner's Property Manager. All of such documents, reports, tests, studies and property records delivered to, made available to, copied and/or reviewed by or on behalf of CBL/OP in connection with the Property (whether before or after the Effective Date and specifically including all Tenant Leases and Service Contracts), other than the Excluded Documents, are sometimes referred to collectively herein as the "Property Records."

4.2.2 Excluded Documents. As used herein, "Excluded Documents" shall mean (a) any purchase and escrow agreements and correspondence pertaining to Property Owner's acquisition of the Property (other than documents pertaining to the physical or environmental condition of the Real Property), (b) any documents pertaining to the potential acquisition of the Property by any past or prospective purchasers (other than documents relating to the physical or environmental condition of the Real Property), (c) any third party purchase inquiries and correspondence, appraisals or economic evaluations of the Property, (d) Property Owner's organizational documents and records, internal budgets, financial projections, reports or correspondence prepared by Property Owner or by Property Owner's advisor exclusively for Property Owner or Property Owner's constituent principals and any other internal documents (other than documents relating to the physical, financial or environmental condition of the Real Property), (e) any personnel records and files maintained by or on behalf of Property Owner with respect to individuals, if any, employed at or in connection with the Real Property which Property Owner is obligated by law or otherwise to keep confidential, and (f) any documents or materials which are the subject of a confidentiality obligation. If any document or material subject to a confidentiality obligation will be binding on the Company after the Closing, Property Owner shall use its best efforts to obtain any required consents to disclose the same to CBL/OP and will notify CBL/OP if there are any such documents or materials for which it has not been

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able to obtain such consent.
Notwithstanding anything in this Section 4.2 to the contrary, Property Owner shall have no obligation to make available to CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives, and CBL/OP and CBL/OP's authorized agents and representatives shall have no right to inspect or make copies of, any of the Excluded Documents.

4.2.3 Proprietary Information. CBL/OP acknowledges and agrees that the Property Records are proprietary and confidential in nature and have been or will be made available to CBL/OP solely to assist CBL/OP in determining the feasibility of purchasing the Property. CBL/OP agrees, prior to the Closing, not to disclose the Property Records, any of the CBL/OP's Information, or any analyses, compilations, studies or other documents or records prepared by or on behalf of CBL/OP from any of the Property Records or the CBL/OP's Information (collectively, the "Proprietary Information") to any party outside of CBL/OP's organization except (a) as necessary to CBL/OP's agents, consultants, contractors, representatives, attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors (collectively, the "Permitted Outside Parties"), or (b) as may be required by any law applicable to CBL/OP. CBL/OP further agrees to notify all Permitted Outside Parties that, prior to the Closing, the Proprietary Information is to be kept confidential and not disclosed to third parties. In permitting CBL/OP and the Permitted Outside Parties to review the Property Records to assist CBL/OP, Property Owner has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either expressed or implied, have been offered, intended or created by Property Owner and any such claims are expressly rejected by Property Owner and waived by CBL/OP.

4.2.4 Return of Property Records. At such time as this Agreement is terminated for any reason, CBL/OP shall return to Property Owner the copies of all of the Property Records delivered to CBL/OP by or on behalf of Property Owner, and CBL/OP shall destroy, and instruct all Permitted Outside Parties in writing to destroy, any and all copies CBL/OP or the Permitted Outside Parties have made of the Property Records.

4.2.5 No Representation or Warranty By Property Owner. CBL/OP acknowledges that many of the Property Records were prepared by third parties other than Property Owner. CBL/OP further acknowledges and agrees that, except as expressly set forth in this Agreement, (a) neither Property Owner nor any of Property Owner's respective agents, advisors, employees or contractors has made any warranty or representation regarding the truth, accuracy or completeness of the Property Records, (b) Property Owner expressly disclaims any such representation or warranty, and (c) Property Owner has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Records and Property Owner is providing the Property Records or making the Property Records available to CBL/OP solely as an accommodation to CBL/OP.

4.2.6 Remedies. In addition to any other remedies available to Property Owner and Contributors, Property Owner and Contributors shall have the right to seek equitable relief (including specific performance and injunctive relief) against CBL/OP and CBL/OP's agents, consultants, contractors and representatives to enforce the provisions of Section 4.2.3 and Section 4.2.4.

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4.3 Title.

4.3.1 Title Documents. Prior to the execution and delivery of this Agreement, CBL/OP received copies of the following items (collectively, the "Title Documents"): (a) that certain Title Commitment No1606000261776 issued effective July 29, 2005 by Chicago Title Insurance Company, as agent for the Title Company with respect to the Real Property (the "Title Commitment"); (b) all documents referred to in the Schedule B exceptions shown on the Title Commitment; (c) that certain Land Title Survey of the Real Property prepared by Farnsworth Group as Project No. 105637, certified by Brian R. Myers, PLS No. 3032, on September 7, 2005 (the "ALTA Survey"); and (d) an update and/or modification and recertification of the ALTA Survey which has been ordered by CBL/OP, at CBL/OP's sole cost and expense(the "Updated Survey"). CBL/OP shall promptly request and deliver to the Title Company the Updated Survey in sufficient time prior to the Title Objection Deadline so that any title exception for discrepancies, conflicts in boundary lines, shortages in area, encroachments, easements or claims of easements and other matters which would be disclosed by a physical inspection of the Real Property, the ALTA Survey or by the Updated Survey (collectively, "Survey Exceptions") shall be addressed as Title Objections pursuant to Section 4.3.2 below.

4.3.2 Review of Title. All matters shown in the Title Documents which are not objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the

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Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations").

4.3.3 Additional Title Objections. CBL/OP shall have the right to object to any new title exceptions (other than Permitted Exceptions as defined in Section 4.3.7 below) first raised by the Title Company in any modification, update, recertification or amendment to the Title Commitment which is issued after the Effective Date of this Agreement by giving written notice ("CBL/OP's Additional Title Objection Notice") to Property Owner within 5 days after CBL/OP's receipt of any such modification, update, recertification or amendment, but in any event no later than the Closing Date. If CBL/OP timely delivers CBL/OP's Additional Title Objection Notice to Property Owner specifying CBL/OP's objection to any new title exception first raised in a modification, update, recertification or amendment to the Title Commitment which is issued after the Effective Date of this Agreement (each an "Additional Title Objection" and collectively the "Additional Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to attempt to remove from the Title Commitment or otherwise insure (at Property Owner's expense) against some or all of such Additional Title Objections set forth in any CBL/OP's Additional Title Objection Notice. If Property Owner does not notify CBL/OP in writing within 5 days after Property Owner's receipt of CBL/OP's Additional Title Objection Notice (but in any event prior to the Closing Date) that Property Owner is willing to so remove or otherwise insure against any Additional Title Objections, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or otherwise insure against such Additional Title Objections. If Property Owner does notify CBL/OP that Property Owner is willing to remove or otherwise insure against any Additional Title Objections and thereafter Property Owner is unable to remove or otherwise insure against any Additional Title Objections as indicated in Property Owner's notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Additional Title Objection and proceed with the Closing or terminate this Agreement. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Additional Title Objection, CBL/OP shall be entitled to terminate this Agreement by delivering within 10 days after the CBL/OP's Additional Title Objection Notice written notice to Property Owner and Escrow Holder terminating this Agreement. CBL/OP's failure to deliver such written notice electing to terminate this Agreement to Property Owner and Escrow Holder within such 10 day period shall be deemed CBL/OP's waiver of the particular Additional Title Objection which Property Owner is unable or unwilling to remove from the Title Policy or otherwise insure against. If this Agreement is terminated on or before the Closing Date by reason of an Additional Title Objection, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP (including all interest which has accrued thereon while the Deposit was held by Escrow Holder, but not any interest which has accrued thereon while held by Property Owner) and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. Notwithstanding anything herein to the contrary, if CBL/OP's right

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to terminate this Agreement pursuant to the foregoing provisions of this Section 4.3.3 has not expired prior thereto, it shall expire upon the Closing Date. If CBL/OP is first notified of any new title exception (other than Permitted Exceptions) less than 15 days prior to the Closing Date, the Closing shall be extended until 5 days after the disposition of such new title exception is determined pursuant to this Section 4.3.3.

4.3.4 Voluntary Title Encumbrances. As used herein "Voluntary Title Encumbrances" means liens or encumbrances against the Property that are created by Property Owner or which result from Property Owner's failure to pay for an obligation of Property Owner after the Effective Date and that can be removed or insured against solely by the payment of a liquidated sum of money; provided, however, that the term "Voluntary Title Encumbrances" as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any action taken or matter of title created by any tenants or Anchor Stores pursuant to the terms and provisions of the Tenant Leases or the Operating Agreement; (c) Tenant Leases or any liens or encumbrances against the Property created pursuant to a Tenant Lease by the Tenant thereunder; (d) any liens or encumbrances against the Property that are approved by CBL/OP or deemed approved by CBL/OP in accordance with the provisions of this Agreement, including, but not limited to, the Closing Date Debt; or (e) any liens or encumbrances against the Property which, pursuant to the Operating Agreement, a Tenant Lease or otherwise, are to be discharged by any Anchor Store, a Tenant or any other occupant of the Real Property. Notwithstanding anything to the contrary contained in Section 4.3.2 or
Section 4.3.3 above, Property Owner shall remove from the Title Policy or otherwise insure against all Voluntary Title Encumbrances on or before the Closing. If from time to time prior to the Closing, either Property Owner or CBL/OP shall become aware of any Voluntary Title Encumbrances, then Property Owner or CBL/OP shall promptly notify the other party thereof, which notice shall describe in reasonable detail the Voluntary Title Encumbrance(s) at issue and Property Owner shall remove from the Title Policy or otherwise insure against all such Voluntary Title Encumbrance(s) on or prior to Closing.

4.3.5 Use of Total Consideration to Discharge Liens. At the Closing, Property Owner may, at Property Owner's/Contributors' option, use the proceeds of the Total Consideration to discharge any monetary lien or encumbrance which Property Owner elects to pay or discharge; provided, however, the preceding shall not be construed as obligating Property Owner to satisfy any lien or encumbrance on the Property other than Voluntary Title Encumbrances. Any lien or encumbrance or apparent lien or encumbrance appearing of record against the Property which can be discharged by the payment of money shall not be an objection to title if Property Owner, at Property Owner's sole option, shall at the Closing cause to be delivered either (a) a duly executed and acknowledged satisfaction along with the filing fee, or (b) a payoff letter or demand and the appropriate funds to satisfy the lien or encumbrance.

4.3.6 Title Policy. CBL/OP's obligation to consummate the transactions contemplated by this Agreement shall be subject to and conditioned upon the Title Company's willingness to issue, upon the condition of the payment of the Title Company's premium and the delivery of the documents referred to in Section 5.6 below, an ALTA Extended Coverage Owner's Policy of Title Insurance (referred to herein as the "Title Policy"), insuring the Company in the amount of the Total Consideration plus the Closing Date Debt that fee title to the Real Property is vested in the Company as of the Closing, subject only to the title policy form conditions, exclusions from coverage and exceptions, and the Permitted Exceptions.

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Notwithstanding the immediately preceding sentence, the issuance of ALTA Extended Coverage and any title endorsements as part of the Title Policy shall not be a condition precedent to the Closing unless (a) CBL/OP has delivered to the Title Company prior to the Closing Date, any necessary modification, update or recertification of the ALTA Survey in current insurable form and otherwise satisfactory to the Title Company, (b) the Title Company confirms in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements which have been requested by CBL/OP prior to the Title Objection Deadline, and (c) CBL/OP pays for all costs of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs of any such title endorsements requested by CBL/OP (other than any endorsements Property Owner has agreed to cause to be issued pursuant to a Property Owner's Title Notice), provided that in any event issuance of a "Fairway" endorsement (with respect to the transfer of the LLC Interests to CBL/OP) and a non-imputation endorsement (with respect to any knowledge that might be imputed to the Company through Property Owner or any Contributor) as part of the Title Policy shall be conditions precedent to the Closing for the benefit of CBL/OP. If, prior to the Title Objection Deadline, CBL/OP has not delivered any necessary modification, update or recertification of the ALTA Survey in current insurable form satisfactory to the Title Company and the Title Company has not confirmed in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements requested by CBL/OP, then the condition in this Section 4.3.6 shall be the Title Company's willingness to issue an ALTA Standard Coverage Owner's Policy of Title Insurance (with only those endorsements the Title Company has affirmatively agreed in writing prior to the Title Objection Deadline to issue) and all references in this Agreement to the "Title Policy" shall mean and refer to such ALTA Standard Coverage Owner's Policy of Title Insurance rather than an ALTA Extended Coverage Owner's Policy of Title Insurance. In the event of any failure of the condition in this Section 4.3.6, CBL/OP shall have the right to terminate this Agreement by delivering written notice thereof to Property Owner and Escrow Holder no later than the Closing Date, and the failure by CBL/OP to timely deliver such notice of termination shall be deemed CBL/OP's waiver of such condition. If such termination notice is provided, Property Owner shall nonetheless have a period of 10 days after receipt of such notice to satisfy such condition (and the Closing Date shall be accordingly extended, if applicable), and if such condition is remedied within such 10 day period, the Closing shall be consummated in accordance with the provisions of this Agreement; provided, however, that in no event shall such cure period extend beyond the expiration of any commitment for the Closing Date Debt or expiration date of any rate lock agreement for the Closing Date Debt (whichever is earlier), as such dates may be extended by Property Owner at its sole cost and expense, unless Property Owner borrows the Closing Date Debt prior to the applicable expiration dates. In the event of any such termination, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. The Title Company's willingness at Closing to issue the Title Policy to CBL/OP shall only be a condition to CBL/OP's obligations and not a covenant of Property Owner.

4.3.7 Permitted Exceptions. As used in this Agreement, the term "Permitted Exceptions" shall mean (a) all matters disclosed in the Title Documents and to which CBL/OP does not raise a Title Objection prior to the Title Objection Deadline, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.2

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above; (b) any new title
exceptions first raised by the Title Company in any modification, update, recertification or amendment to the Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.3 above; (c) any liens or encumbrances relating to the Closing Date Debt; (d) the Ground Lease; (e) all existing Tenant Leases, all new Tenant Leases and amendments, modifications, supplements and extension to any of the foregoing which are entered into following the Effective Date and are permitted pursuant to this Agreement, and the rights of Tenants in possession thereunder, as tenants only; (f) the Operating Agreement; (g) any financing statements, chattel mortgages or other liens and encumbrances relating to financing obtained by Tenants and encumbering only the property of Tenants; (h) any Survey Exceptions unless objected to by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, business improvement districts or local improvement districts) for the fiscal year in which the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and all other applicable laws, ordinances and governmental regulations affecting the Property; and (k) all matters directly or indirectly caused by CBL/OP or arising through CBL/OP. Notwithstanding anything to the contrary contained in this Agreement, liens and encumbrances for the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any local improvement district levies and special assessments shall not be discharged at Closing and shall not be an objection to title (subject to the proration of the current installments thereof as provided in Section 6.2 below).

4.4 Inspection Obligations.

4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real Property and conducting any investigations, inspections, tests and studies of the Property or the Property Records prior to or following the execution and delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors and representatives shall be obligated to: (a) comply with all terms of the Operating Agreement and the Tenant Leases regarding entry rights and obligations of third parties and not disturb the Anchor Stores, the Tenants or other occupants or interfere with the Anchor Stores', the Tenants' or other occupants' right of quiet enjoyment or use of the Property pursuant to the Operating Agreement, any Tenant Leases or other occupancy rights; (b) not unreasonably interfere with the operation, use and maintenance of the Property or the remainder of the Shopping Center or any of the construction work being performed at the Property or the remainder of the Shopping Center; (c) not damage any part of the Property or the remainder of the Shopping Center or any personal property owned or held by any Anchor Store, any Tenant or other occupant of the Shopping Center or any third party; (d) not injure or otherwise cause bodily harm to Property Owner, any Anchor Store, any Tenant or any other occupant of the Shopping Center or any of their respective agents, contractors and employees, or any other third party; (e) maintain commercial general liability (occurrence) insurance in terms and amounts set forth in Section 4.4.3 covering any accident arising as a result of the presence of CBL/OP and CBL/OP's agents, consultants, contractors and representatives on the Real Property and deliver a certificate of insurance verifying such coverage to Property Owner prior to any entry upon the Real Property (such insurance policy maintained by or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering the indemnities herein and shall (i) name the Property Owner and Property Owner's Property Manager as

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additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by CBL/OP hereunder shall be primary and non-contributing with any other insurance available to Property Owner"); (f) promptly pay when due the costs of all tests, investigations, studies and examinations done with regard to the Property; (g) not permit any liens to attach to the Property or the remainder of the Shopping Center by reason of the exercise of CBL/OP's rights hereunder and promptly remove or cause to be removed (by bonding or otherwise) any such liens which attach to the Property or the remainder of the Shopping Center; (h) fully restore the Real Property and the Personal Property to the condition in which the same was found before any such inspections, tests or studies were undertaken; provided that CBL/OP shall have no obligation to remediate any hazardous materials on the Property except to the extent CBL/OP introduced the same onto the Property or exacerbated any pre-existing hazardous materials condition at the Property; (i) comply with the confidentiality standards set forth in Section 4.2 above; and (j) comply with the terms and provisions of Section 4.1 above.

4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold Property Owner and Property Owner's respective agents, advisors, employees and contractors harmless from and against any and all liens, claims, losses, liabilities, damages, costs, causes of action and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of (a) CBL/OP's negligence or willful misconduct or the negligence or willful misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's investigations, inspections, tests and studies of the Property and/or the Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or representatives of the provisions of this Article IV, excluding, however, any Claims arising from the sole negligence or intentional misconduct of a person to be indemnified hereunder. Notwithstanding any provision to the contrary contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3 and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall survive the Closing or earlier termination of this Agreement.

4.4.3 CBL/OP's Insurance. CBL/OP shall deliver to Property Owner a certificate of insurance providing the following: (a) commercial general liability insurance insuring Property Owner for bodily injury, property damage and personal injury liability, each with a limit liability of $3,000,000 for each occurrence and in the aggregate, (b) in like amount covering CBL/OP's contractual liability under the aforesaid hold harmless provision, and automobile liability insurance limits for each occurrence of not less than $1,000,000 with respect to personal injury or death and $500,000 with respect to property damage, and (c) workers compensation insurance or similar insurance in form and in amounts required by law.

4.5 Intentionally omitted.

4.6 CBL/OP Deliveries Upon Termination. If this Agreement is terminated pursuant to any of the applicable terms hereof for any reason other than a default solely on the part of Property Owner or Contributors, (i) the provisions of Section 4.1.2 shall survive such termination for a period of one year and (ii) CBL/OP covenants and agrees to deliver to Property Owner no later than 5 Business Days following the date of such termination the originals of all Property Records, if any, delivered to CBL/OP by or on behalf of Property Owner. In addition to any other remedies available to Property Owner, Property Owner shall have the right to seek

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equitable relief (including specific performance) against CBL/OP and CBL/OP's representatives to enforce the provisions of this Section 4.6.

4.7 Cancellation of Service Contracts. Subject to the Tenant Prospect Commission Obligations as set forth below, Property Owner shall terminate effective as of the Closing that certain leasing and management agreement dated July 1, 2000, between Property Owner and Property Owner's Property Manager (the "Property Management Agreement") and any other existing leasing listing agreement entered into by Property Owner for the Real Property. Property Owner shall give notice of cancellation of all Service Contracts except those identified on Exhibit J attached hereto, which notice of termination by Property Owner shall be effective as of the Closing and conditional upon the Closing taking place in a timely manner in accordance with this Agreement. Property Owner and CBL/OP agree as follows with respect to the cancellation fees, penalties, damages or payments, if any, required to be paid for the cancellation of any Service Contracts: (a) CBL/OP shall pay any cancellation fee, penalty, damages or payment required for the cancellation of any Service Contract (other than the Property Management Agreement or any other existing leasing listing agreement entered into by Property Owner for the Real Property) in accordance with CBL/OP's request; (b) Property Owner shall pay any cancellation fee, penalty, damages or payment (other than the Tenant Prospect Commission Obligations) required for the cancellation of the Property Management Agreement or any other existing leasing listing agreement entered into by Property Owner with respect to the Real Property, and (c) the Company shall be responsible for the obligations of Property Owner pursuant to the Property Management Agreement to pay, or reimburse Property Owner for the payment of, a leasing commission to Property Owner's Property Manager if following the termination of the Property Management Agreement a lease is entered into with a party identified as a prospective tenant, and disclosed in writing to CBL/OP at least 5 days prior to the Closing Date, with whom Property Owner and/or Property Owner's Property Manager had been negotiating prior to the termination of the Property Management Agreement (the "Tenant Prospect Commission Obligations"). Notwithstanding anything to the contrary contained herein, Property Owner's cancellation of any Service Contract (other than the Property Management Agreement with Property Owner's Property Manager or any existing leasing listing agreement entered into by Property Owner for the Real Property) shall not be a condition to Closing or CBL/OP's obligations hereunder. At the Closing, Property Owner shall terminate all Service Contracts other than those identified on Exhibit J attached hereto. CBL/OP acknowledges that, notwithstanding the foregoing, Property Owner shall have no obligation to terminate and the Company shall assume at Closing the Tenant Prospect Commission Obligations of Property Owner pursuant to the Property Management Agreement.

ARTICLE V
ESCROW AND CLOSING

5.1 Escrow.

5.1.1 Opening of Escrow. Property Owner, Contributors and CBL/OP shall open an escrow (the "Escrow") with Escrow Agent for the consummation of the transaction contemplated by this Agreement by delivering copies of this Agreement executed by the parties to Escrow Agent at the Escrow Agent's address specified in
Section 1.6 above. Upon receipt of this Agreement executed by the parties, Escrow Agent shall (a) execute and date the Joinder by

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Escrow Agent attached
hereto solely in order to evidence Escrow Agent's agreement to act as Escrow Agent in accordance with the terms and provisions of this Agreement, (b) immediately notify Property Owner and CBL/OP in writing by facsimile of the date Escrow Agent has executed the attached Joinder by Escrow Agent and (c) immediately deliver to Property Owner and CBL/OP by overnight courier ink-signed originals of this Agreement fully executed in counterpart by Property Owner, Contributors, CBL/OP and Escrow Agent.

5.1.2 Escrow Instructions. This Agreement, together with such supplementary or further escrow instructions as Property Owner, Contributors and CBL/OP shall provide to Escrow Agent by written agreement, shall constitute the instructions to Escrow Agent for the Escrow. Property Owner, Contributors and CBL/OP hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to close the transaction contemplated hereby. Property Owner, Contributors and CBL/OP also agree to execute, if necessary, Escrow Agent's standard or pre-printed escrow instructions but only to the extent such standard or pre-printed escrow instructions are consistent with this Agreement (including Escrow Agent's duties contained herein) and are reasonably acceptable to Property Owner, Contributors and CBL/OP. Any such additional or supplementary instructions and/or any pre-printed or standard instructions shall not supersede or conflict with this Agreement, and any such conflict shall be governed by the terms of this Agreement.

5.1.3 Closing. As used in this Agreement, the "Closing" shall mean the consummation of the contribution of the LLC Interests and the other transactions contemplated in this Agreement, as evidenced by the deliveries by Contributors of the documents and other items set forth in Section 5.4 below and by the deliveries by CBL/OP of the documents, funds and other items set forth in
Section 5.6 below. Each party shall timely deposit with Escrow Agent the funds, documents and supplementary written escrow instructions required by this Agreement in order to consummate the Closing of the sale and transfer of the Property in accordance with this Agreement.

5.1.4 Closing Date. The Closing shall occur through Escrow on the Closing Date. Contributors and CBL/OP acknowledge and agree that time is expressly of the essence with respect to the Closing Date specified in Section 1.5, and except as otherwise provided in Sections 4.3.6 and Section 10.2, the failure of either party to timely perform such party's obligations by such Closing Date shall constitute a material breach of this Agreement.

5.2 Conditions Precedent to the Closing for the Benefit of CBL/OP. The Closing and CBL/OP's obligation to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent for CBL/OP's benefit set forth below in this
Section 5.2. The conditions precedent set forth below in Section 5.2.3 through
Section 5.2.12 are referred to as the "CBL/OP Closing Conditions." The CBL/OP Closing Conditions must be satisfied or waived no later than the Closing Date.

5.2.1 Intentionally omitted.

5.2.2 Intentionally omitted.

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5.2.3 Property Owner's and Contributors' Deliveries. On or before the Closing Date, Property Owner and/or Contributors shall have delivered to Escrow Agent the documents described in Section 5.4 below.

5.2.4 Representations and Warranties. All representations and warranties of Property Owner and Contributors contained in Section 7.1 of this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date with the same effect as if those representations and warranties were made at and as of the Closing Date and Contributors (or the Contributor Representative identified in Section 13.22 below, on behalf of the Contributors) shall have delivered to CBL/OP a certificate, dated as of the Closing Date, confirming (without material exception or qualification) that all of the representations and warranties of Property Owner and Contributors contained in this Agreement, are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date, and certifying an updated Lease Schedule/Rent Roll in the same form as delivered herewith (the "Contributors Closing Certificate"). If the Contributors Closing Certificate shall contain any material exception or qualification, then this condition shall not be deemed satisfied to such effect. Notwithstanding the foregoing, it is agreed that: (a) any changes to the Lease Schedule/Rent Roll due to any or all of the following shall not constitute material exceptions or qualifications for the purposes of this condition: (i) any new Tenant Leases or amendments, modifications, supplements, or extensions of existing Tenant Leases entered into by Property Owner as permitted under Section 8.4 below, (ii) terminations of any existing Tenant Leases either as entered into or effected by Property Owner as permitted under Section 8.4 below or which do not require the consent or agreement of the Property Owner, or (iii) defaults of any Tenants under any Tenant Leases; and
(b) any change in the physical condition of the Real Property after the Final Approval Date shall not constitute material exceptions or qualifications for the purposes of this condition unless such change in physical condition (1) would cost CBL/OP in excess of One Million Dollars ($1,000,000) to repair, or (2) is due to the failure of Property Owner to perform any express covenant set forth in this Agreement. Nothing set forth in this Section shall be deemed to modify the provisions of Article XI.

5.2.5 Covenants. As of the Closing Date, Property Owner and Contributors shall have performed all material covenants and/or agreements to be performed by Property Owner and Contributors under this Agreement and Property Owner and Contributors shall not be in material default in the performance of any material covenant or agreement to be performed by Property Owner and Contributors under this Agreement.

5.2.6 Tenant and Anchor Store Estoppel Certificates. On or before the Closing Date, CBL/OP shall have received estoppel certificates, dated not earlier than August 16, 2005, from (i) all of the Anchor Stores ("REA Estoppel Certificates") and (ii) from a sufficient number of non-Anchor Tenants of the Real Property (the "Tenant Estoppel Certificates") so that Tenant Estoppel Certificates shall be received with respect to not less than 80% of the rentable area of the Improvements covered by Tenant Leases of non-Anchor Tenants. Property Owner shall submit REA Estoppel Certificates to the Anchor Stores and the Tenant Estoppel Certificates to the Tenants for execution and use commercially reasonable efforts (as hereinafter described in this Section 5.2.6 below) to obtain REA Estoppel Certificates in form approved by CBL/OP, and Tenant Estoppel Certificates substantially in the form of Exhibit B attached hereto; provided, however, that if the applicable Tenant Lease provides for a Tenant Estoppel Certificate in a form

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which is different from that attached as Exhibit B hereto or otherwise limits the information required to be certified by the applicable Tenant, then a Tenant Estoppel Certificate in substantially the form provided for in an applicable Tenant Lease, or setting forth only such other information as is required of the applicable Tenant pursuant to the applicable Tenant Lease, shall be deemed in acceptable form (subject to the penultimate sentence of this
Section 5.2.6), and an REA Estoppel shall be deemed in acceptable form (subject to the final sentence of this Section 5.2.6) if an REA Estoppel Certificate covers all matters as are required under the Operating Agreement, or if no such matters are required, if an REA Estoppel Certificate is in the form customarily used by the Anchor Store. Property Owner's sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain such Tenant Estoppel Certificates and REA Estoppel Certificates (such commercially reasonable efforts obligation not including any obligation to institute legal proceedings, waive any rights, or to grant any concessions or expend any monies therefor). Any executed Tenant Estoppel Certificate received from a Tenant which has been modified by the Tenant to allege a material default by Property Owner as landlord under such Tenant's Tenant Lease or facts which are materially inconsistent with the information set forth in the Tenant Estoppel Certificate delivered to such Tenant shall not, at CBL/OP's election, be applied toward the eighty percent (80%) requirement set forth above. Any executed REA Estoppel Certificate which alleges a material default by Property Owner under the Operating Agreement or facts which are materially inconsistent with the information set forth in the REA Estoppel Certificate delivered to such Anchor Store shall not, at CBL/OP's election, satisfy this closing condition.

5.2.7 Condemnation or Casualty. CBL/OP shall not have terminated this Agreement by reason of the condemnation of a Material Portion of the Property in accordance with Section 11.1 below and CBL/OP shall not have terminated this Agreement by reason of Material Damage to the Real Property in accordance with
Section 11.3 below.

5.2.8 Title Policy. As of the Closing Date, the Title Company shall have issued or irrevocably committed to issue the Title Policy to the Company as provided in
Section 4.3.6 above.

5.2.9 Lender Approval. The lender of the Closing Date Debt shall have approved of the contribution of the LLC Interests to CBL/OP.

5.2.10 Company LLC Agreement. CBL/OP and Property Owner shall have agreed upon the form and content of the Company's limited liability company agreement (including any special purpose provisions thereof) and such agreed upon form shall be entered into by the members of the Company upon formation of the Company and not be modified or amended prior to the contribution of the LLC Interests to CBL/OP without CBL/OP's prior written consent.

5.2.11 Closing Date Debt. The Company shall have refinanced its existing mortgage with the Closing Date Debt which shall comply with the requirements set forth in Section 5.7 below.

5.2.12 Simultaneous Closings Under Other Mall Contracts. The transactions contemplated under the Other Mall Contracts shall close simultaneously with the Closing hereunder, except this shall not be a CBL/OP Closing Condition if the closing under the Other

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Mall Contracts shall fail to occur by reason of the default of CBL/OP, and in such case, the provisions of Section 2.3.2 shall apply.

CBL/OP shall not willfully or in bad faith act or willfully or in bad faith fail to act for the purpose of permitting any CBL/OP Closing Condition to fail. In the event any of the foregoing CBL/OP Closing Conditions are not satisfied (or otherwise waived by CBL/OP) on the Closing Date for any reason other than a default by Property Owner or Contributors or CBL/OP hereunder, and such failure of condition is not remedied within 10 days after notice to Property Owner of such failure of condition (provided, however, that in no event shall such cure period extend beyond the expiration of any commitment for the Closing Date Debt or expiration date of any rate lock agreement for the Closing Date Debt (whichever is earlier), as such dates may be extended by Property Owner at its sole cost and expense, unless Property Owner borrows the Closing Date Debt prior to the applicable expiration dates), this Agreement shall terminate, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing Condition is also a default by Property Owner or Contributors, the provisions of Section 10.2 shall govern; and in the event the failure of any CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section 10.1 shall govern. CBL/OP shall at all times prior to the termination of this Agreement have the right to waive any of the CBL/OP Closing Conditions. Except for those deemed waivers due to CBL/OP's failure to timely deliver a notice of objection or termination, any such waiver shall be in writing. Furthermore, the election by CBL/OP to proceed with the Closing and the disbursement of the Total Consideration shall be deemed CBL/OP's waiver of any CBL/OP Closing Condition to the extent any such CBL/OP Closing Condition has not been previously satisfied or waived.

5.3 Conditions Precedent to the Closing for the Benefit of Contributors. The Closing and Contributors' obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver by the respective dates designated below of the following conditions precedent for Contributors' benefit set forth below in this Section 5.3. The conditions precedent set forth below in this Section 5.3 are referred to collectively as the "Contributor Conditions Precedent" and individually as a "Contributor Condition Precedent."

5.3.1 CBL/OP's Deliveries. On or before the Closing Date, CBL/OP shall have delivered to Escrow Agent all of the funds and documents as provided in Section 3.2, Section 3.7 and in Section 5.6 of this Agreement.

5.3.2 Intentionally omitted.

5.3.3 Covenants. As of the Closing Date, CBL/OP shall have performed all material covenants and/or agreements to be performed by CBL/OP under this Agreement and CBL/OP shall not be in default in the performance of any material covenant or agreement to be performed by CBL/OP under this Agreement.

5.3.4 Title Policy. As of the Closing Date, the Title Company shall have issued or irrevocably committed to issue the Title Policy to the Company and/or CBL/OP, subject to the limitations provided in Section 4.3.6 above.

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5.3.5 Representations and Warranties. All representations and warranties of CBL/OP contained in Section 7.6 of this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date with the same effect as if those representations and warranties were made at and as of the Closing Date and CBL/OP shall have delivered to Contributors a certificate, dated as of the Closing Date, confirming (without material exception or qualification) that all of the representations and warranties of CBL/OP contained in this Agreement, are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (the "CBL/OP Closing Certificate"). If the CBL/OP Closing Certificate shall contain any material exception or qualification, then this condition shall not be deemed satisfied to such effect.

5.3.6 Company LLC Agreement. CBL/OP and Property Owner shall have agreed upon the form and content of the Company's limited liability company agreement (including any special purpose provisions thereof).

5.3.7 Closing Date Debt. The Company shall have refinanced its existing mortgage indebtedness with the Closing Date Debt which shall comply with the requirements set forth in Section 5.7 below.

5.3.8 Simultaneous Closings Under Other Mall Contracts. The transactions contemplated under the Other Mall Contracts shall close simultaneously with the Closing hereunder, except this shall not be a Contributor Closing Condition if the closing under the Other Mall Contracts shall fail to occur by reason of the default of Property Owner or Contributors, and in such case, the provisions of
Section 2.3.2 shall apply.

Neither Property Owner nor the Contributors shall willfully or in bad faith act or willfully or in bad faith fail to act for the purpose of permitting any Contributor Condition Precedent to fail. In the event any of the foregoing Contributor Conditions Precedent are not satisfied (or otherwise waived by Contributors) by the respective dates designated above in this Section 5.3 for any reason other than a default by CBL/OP or Property Owner or Contributors hereunder, this Agreement shall terminate, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing Condition is also a default by Property Owner or Contributors, the provisions of Section 10.2 shall govern; and in the event the failure of any CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section 10.1 shall govern. Contributors shall at all times prior to the termination of this Agreement have the right to waive any of the Contributor Conditions Precedent. Any such waiver shall be in writing; provided, however, the election by Contributors to proceed with the Closing and the delivery of the LLC Interests shall be deemed Property Owner's and Contributors' waiver of any Contributor Condition Precedent to the extent any such Contributor Condition Precedent has not been previously satisfied or waived.

5.4 Property Owner's/Contributors' Deliveries. On or prior to the Closing Date, Property Owner or Contributors shall make the following deliveries to Escrow Agent:

5.4.1 Special Warranty Deed. Property Owner shall deliver a special warranty deed in the form attached as Exhibit C hereto (the "Special Warranty Deed"), executed and

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acknowledged by Property Owner, conveying the Real Property to the Company subject to the Permitted Exceptions, to all matters of record, and to such facts as would be disclosed by an accurate survey.

5.4.2 Tenant Lease Assignment. Property Owner and the Company shall deliver two counterpart originals of an assignment and assumption of leases in the form attached as Exhibit D hereto (the "Assignment and Assumption of Tenant Leases"), executed by Property Owner and the Company, as well as all tenant letters of credit.

5.4.3 Bill of Sale and General Assignment. Property Owner shall deliver two counterpart originals of a bill of sale and general assignment in the form attached as Exhibit E hereto (the "Bill of Sale and General Assignment"), executed by Property Owner and the Company.

5.4.4 Non-Foreign Certificate. Each Contributor shall deliver two counterpart originals of a certification from such Contributor as required by the Foreign Investors Real Property Tax Act, as amended, in the form attached as Exhibit F hereto (the "FIRPTA Certificate"), executed by or on behalf of such Contributor.

5.4.5 Tenant Notices. Property Owner shall join with CBL/OP to execute a notice in the form of Exhibit G hereto (the "Tenant/Anchor Notices") which CBL/OP shall send to each Tenant under each of the Tenant Leases and to each Anchor Store informing such Tenant or Anchor Store of the transfer of the Property and of the assignment to the Company of Property Owner's interest in, and obligations under, the Tenant Leases and the Operating Agreement (including, if applicable any Tenant Deposits) and directing that all rent and other sums payable after Closing under each such Tenant Lease and/or the Operating Agreement shall be paid as set forth in the notice.

5.4.6 Estoppels. Contributors shall deliver such Tenant Estoppel Certificates and REA Estoppel Certificates as are in Property Owner's possession.

5.4.7 Closing Statement. Contributors (or the Contributor Representative) shall join with CBL/OP in delivering a Closing Statement (defined hereinafter) reflecting the consideration paid at Closing, with all adjustments as set forth herein, and all other costs of the transaction that are customarily included on closing statements in the state wherein the Property is located and pay any such net amount owing at Closing after taking into account the credits and prorations set forth on the Proration and Expense Schedule (as defined hereinafter).

5.4.8 Authority. Each Contributor which is not a natural person shall deliver evidence of the existence, organization and authority of such Contributor and of the authority of the person executing documents on behalf of such Contributor which evidence shall be in the form described on the attached Exhibit P, and shall be subject to the reasonable approval of CBL/OP.

5.4.9 Intentionally Omitted.

5.4.10 Intentionally Omitted.

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5.4.11 Operating Agreement Assignment. Property Owner and the Company shall deliver the executed assignment and assumption agreement in the form of Exhibit K attached hereto and by this reference incorporated herein and made a part hereof, assigning to the Company Property Owner's interest in the Operating Agreement.

5.4.12 Ground Lease Assignment. Property Owner and the Company shall deliver two counterpart originals of an assignment and assumption of ground lease in the form attached as Exhibit U hereto (the "Ground Lease Assignment"), executed and acknowledged by Property Owner and the Company.

5.4.13 Original Documents. Property Owner shall deliver to CBL/OP the original Tenant Leases, Operating Agreement, Service Contracts that CBL/OP has elected that the Company assume pursuant to Section 4.7 above and licenses and permits, if any, assigned to the Company and in the possession of Contributors or Contributors' agents or Property Owner's Property Manager, together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property and the Books and Records.

5.4.14 Possession. Subject to the rights of Tenants and the Anchor Stores, Property Owner shall deliver possession and occupancy of the Property together with any keys, electronic pass cards or devices (to the extent in Property Owner's possession or control) to all entrance doors and doors to equipment and utility rooms and vault boxes located in or related to the Property.

5.4.15 Contract Termination. Contributors shall deliver to CBL/OP such evidence satisfactory to CBL/OP that the Property Management Agreement has been terminated, and copies of all correspondence sent and received by Property Owner relating to the termination of those Service Contract that CBL/OP has not agreed to assume.

5.4.16 Updated Lease Schedule/Rent Roll; Contributors Closing Certificate. Contributors shall deliver to CBL/OP an updated Lease Schedule/Rent Roll for the Property reflecting the then-current status of all Tenant Leases as of the Closing Date, together with the Contributors Closing Certificate.

5.4.17 Assignment of LLC Interests. Each Contributor shall deliver to CBL/OP an executed Assignment of the LLC Interests, in the form of Exhibit M attached hereto and by this reference incorporated herein and made a part hereof.

5.4.18 Partnership Interest Acknowledgement. Each Electing Contributor shall deliver to CBL/OP an Acknowledgement Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement which shall be substantially in the form attached hereto as Exhibit N.

5.4.19 Owner's Affidavit. The general partners of Property Owner shall deliver to an Owner's Affidavit which shall be substantially in the form attached hereto as Exhibit S and a Non-Imputation Affidavit which shall be substantially in the form attached hereto as Exhibit T.

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5.4.20 Other Documents. Property Owner and Contributors shall deliver such other documents as may be reasonably required by Escrow Agent or the Title Company (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Property Owner or Contributors or result in any new or additional obligation, covenant, representation or warranty of Property Owner or Contributors under this Agreement beyond those expressly set forth in this Agreement).

5.5 Existing Property Owner Debt. Property Owner shall be responsible for any prepayment penalties or other prepayment amounts owing to its current lender in connection with the payment of its existing debt and described on Schedule II hereof ("Existing Property Owner Debt").

5.6 CBL/OP's Deliveries. Prior to the Closing Date, CBL/OP shall deliver to Escrow Agent the following:

5.6.1 Funds. The Cash Consideration, plus all net prorations, closing costs and other funds required to be paid or provided by CBL/OP under this Agreement (all monies CBL/OP is required to deliver shall be delivered by wire transfer of immediately available funds to the account designated by Escrow Agent on the Business Day immediately preceding the Closing Date so that the Closing may occur and Escrow Agent will be able to disburse good funds to Contributors (other than Electing Contributors) no later than 1:00 p.m. on the Closing Date).

5.6.2 Partnership Interests. The K-SCUs in the K-SCU Amount.

5.6.3 CBL/OP Partnership Agreement. Sufficient counterpart originals of a fully executed CBL/OP Partnership Agreement Amendment to provide one counterpart original for each Electing Contributor;

5.6.4 Closing Statement. Join with Contributors in delivering a Closing Statement reflecting the consideration paid at Closing, with all adjustments as set forth herein, and all other costs of the transaction that are customarily included on closing statements in the state wherein the Property is located and pay any such net amount owing at Closing after taking into account the credits and prorations set forth on the Proration and Expense Schedule.

5.6.5 CBL/OP Closing Certificate. CBL/OP shall deliver to Contributors the CBL/OP Closing Certificate.

5.6.6 Authority. Evidence of the existence, organization and authority of CBL/OP and of the authority of the persons executing documents on behalf of CBL/OP reasonably satisfactory to the Title Company.

5.6.7 Other Documents. Such other documents as may be reasonably required by Escrow Agent, Property Owner or the Title Company (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of CBL/OP or result in any new or additional obligation, covenant, representation or warranty of CBL/OP under this Agreement beyond those expressly set forth in this Agreement).

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5.7 Closing Date Debt. CBL/OP will attempt to obtain the Closing Date Debt for the Company in the principal amount of $59,250,000.00 provided that if the loan terms are too costly, in the sole opinion of CBL/OP, then CBL/OP will obtain Closing Date Debt in a lower principal amount of not less than $53,720,000.00. CBL/OP will pay the costs of securing this loan (other than any prepayment penalty incurred by Property Owner in connection with the prepayment of its existing indebtedness with the proceeds of the Closing Date Debt loan). Electing Contributors shall guarantee the Closing Date Debt in an amount equal to their percentage interest of such debt as indicated on Schedule I and otherwise on the terms of the guarantee in the form of Exhibit V hereto ("Guarantees").

5.8 Closing Costs.

5.8.1 Contributors' Closing Costs. Contributors shall pay (a) the portion of the premium for the Title Policy attributable to an ALTA Standard Coverage Title Policy (as well as any endorsements which Property Owner agrees to have issued to cure a Title Objection), (b) all legal and professional fees and fees of other consultants incurred by Property Owner and/or Contributors, (c) the county and city transfer/recording taxes, if any, assessed on the recording of the Special Warranty Deed, (d) one-half of all Escrow fees and Escrow costs related to the contribution of the Property to the Company and the contribution of the LLC Interests to CBL/OP (as opposed to any Escrow fees and Escrow costs related to the Closing Date Debt which shall be paid by CBL/OP), (e) the payment to Property Owner's Broker as provided in Section 5.9 below, and (f) any pre-payment penalties or yield maintenance charges payable on any indebtedness of Property Owner that is not a Permitted Exception.

5.8.2 CBL/OP's Closing Costs. CBL/OP shall pay (a) the excess portion of the premium for the Title Policy attributable to an ALTA Extended Coverage Title Policy (if the Title Policy is an ALTA Extended Coverage Title Policy), (b) the cost of any endorsements to the Title Policy requested by CBL/OP (if the Title Policy includes any endorsements) other than any endorsements which Property Owner agrees to cause to be issued to cure a Title Objection, (c) any cost of obtaining the Updated Survey, (d) the county and city transfer/recording taxes, if any, assessed on the transfer of the LLC Interests to CBL/OP, (e) all legal and professional fees and fees of other consultants incurred by CBL/OP, (f) any and all Escrow fees and costs and any other costs and expenses whatsoever related to the Closing Date Debt, (g) all recording fees and charges, (h) one-half of all Escrow fees and Escrow costs related to the contribution of the Property to the Company and the contribution of the LLC Interests to CBL/OP of the Property, and (i) all fees, costs, charges, points, title insurance premiums, recording fees, mortgage registration taxes for the Closing Date Debt and other costs and expenses incurred in connection with the Closing Date Debt.

5.8.3 General Allocation. Any other closing costs and expenses which are not addressed in Section 5.8.1 and Section 5.8.2 above shall be allocated between CBL/OP and Contributors in accordance with the customary practice in the jurisdiction in which the Property is located.

5.9 Real Estate Commissions. Contributors shall be responsible for any commission, fee or other payment which may be due to Eastdil Realty Company, L.L.C., a New York limited liability company ("Property Owner's Broker") at Closing in connection with the transactions

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contemplated by this Agreement.
Except for any commission that may be payable to Property Owner's Broker as set forth above, each party hereto hereby represents and warrants to the other party that no real estate brokerage commission is payable to any person or entity in connection with the transaction contemplated herein based upon any dealings or actions by the party making such representation. Each party further agrees to and shall indemnify, protect, defend and hold the other party harmless from and against the payment of any commission to any person or entity claiming by, through or under the indemnifying party. This indemnification shall extend to any and all claims, liabilities, costs, losses, damages, causes of action and expenses (including reasonable attorneys' fees and court costs) arising as a result of such claims and shall survive the Closing or any termination of this Agreement.

5.10 Real Estate Reporting Person. Escrow Agent is hereby designated the "real estate reporting person" for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045 4 and any settlement statement prepared by the Title Company shall so provide. Upon the Closing, CBL/OP and Property Owner shall cause Escrow Agent to file a Form 1099 information return and send the statement to Contributors as required under the aforementioned statute and regulation.

5.11 Post-Closing Access to Records. CBL/OP, Property Owner's Property Manager (for so long as Property Owner's Property Manager is in existence) and Contributors shall cooperate with each other after Closing in case of either's need in response to any legal requirement, regulatory audit requirement, tax audit, tax return preparation, audit of common area maintenance or other charges assessed against Tenants or Anchor Stores or litigation threatened or brought against either the Company or Property Owner or other legitimate business reason, by allowing the other party and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by such party), at reasonable times to examine and make copies of any and all instruments, files and records pertaining to the Property with respect to any period of time prior to the Closing (including the Books and Records), which right shall survive Closing for a period of 7 years (or in the case of Property Owner's Property Manager, for so long as such entity is in existence).

5.12 SEC Reporting Requirements. For the period commencing on the Execution Date and continuing through the first anniversary of the Closing Date, and without limitation of other document production otherwise required of Property Owner's Property Manager hereunder, Contributors shall, or shall cause Property Owner's Property Manager to, from time to time, upon reasonable advance written notice from CBL/OP, provide CBL/OP and its representatives with (i) all financial, leasing and other information pertaining to the period of Property Owner's ownership and operation of the Property that is relevant and reasonably necessary, in the opinion of CBL/OP's outside, third party accountants (the "Accountants"), to enable CBL/OP and its Accountants to prepare financial statements and conduct audits of such financial statements in accordance with generally accepted auditing standards such that CBL/OP shall be in compliance with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05 references Rule 3-14 of Regulation S-X of the regulations of the Securities and Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the regulations of the Commission, as applicable; (b) any other rule issued by the Commission and applicable to CBL/OP; and (c) any registration statement, report or disclosure statement filed with the Commission by or on behalf of CBL/OP; and
(ii) a representation letter, signed by the individual(s) responsible for Property

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Owner's financial reporting, in the form prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, if such representation letter is required by the Accountants to render an opinion concerning Property Owner's financial statements.

ARTICLE VI
PRORATIONS

6.1 General. The following items set forth below in this Article VI are to be adjusted and prorated between Contributors and CBL/OP as of 12:01 a.m. on the Closing Date (the "Adjustment Time"). All prorations shall be calculated as if the Property had been sold by Contributors to CBL/OP on the Closing Date such that CBL/OP shall be deemed to own the Property, and therefore entitled to any revenues and responsible for any expenses, for the entire day upon which the Closing occurs). Such adjustments and prorations shall be calculated on the actual days of the applicable month and all annual prorations shall be based upon a 365 day year. The net amount resulting from the prorations and adjustments provided for in this Article VI (along with the allocation of Closing costs in accordance with Section 5.8 above) shall be added to (if such net amount is in Contributors' favor) or deducted from (if such net amount is in CBL/OP's favor) the amount of the Total Consideration.

6.2 Real Estate Taxes. Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Contributors shall be responsible for all Real Estate Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Taxes shall be prorated based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase in Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of Contributors and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner/Contributors is/are responsible for taxes and

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assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectively.

6.3 Operating Expenses. As used herein, "Operating Expenses" means all fees and charges for sewer, water, electricity, heat and air-conditioning service and other utilities; common area maintenance charges; rental taxes, personal property taxes, business occupational taxes and municipal taxes other than Real Estate Taxes; landlord's contributions to merchant or project associations or to promotional funds; periodic charges payable under Service Contracts assigned to and assumed by CBL/OP; periodic fees payable under transferable licenses and permits for the operation (as opposed to the construction) of the Property; periodic charges under the Operating Agreement; and any other costs and expenses with respect to the operation and maintenance of the Property. Subject to the provisions of Section 6.4.3 below, Operating Expenses shall be prorated as of the Adjustment Time such that Contributors shall be responsible for all Operating Expenses attributable on an accrual basis to the period prior to the Adjustment Time and CBL/OP shall be responsible for all Operating Expenses attributable on an accrual basis to the period from and after the Adjustment Time. If invoices or bills for any of such costs and expenses are unavailable on or before the Closing Date, such costs and expenses shall be estimated and prorated at Closing based upon the latest information available (including prior bills and operating history) and a final and conclusive readjustment of any cost and expense item shall be made upon receipt of the actual invoice or bill, but in all events no later than 90 days following the Closing. CBL/OP shall take all steps necessary to effectuate the transfer of all utilities to CBL/OP's name as of the date of Closing, and where necessary, open a new account in CBL/OP's name and post deposits with the utility companies. CBL/OP and Property Owner's Property Manager shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. If CBL/OP and Property Owner's property Manager are unable to obtain final meter readings as of the Closing Date from all applicable meters, such expenses shall be estimated at Closing based upon the operating history of the Property subject to the final adjustment in all events no later than 90 days following the Closing as provided above in this Section 6.3. Contributors shall be entitled to recover any and all deposits held by any utility companies as of the date of Closing, and if any such deposits are not returned to Property Owner on or before the Closing Date and are assigned to CBL/OP, such amounts shall be credited to Contributors' account and increase the amount of funds payable by CBL/OP at Closing.

6.4 Rentals.

6.4.1 Certain Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below in this Section 6.4.1:

(a) "Base Rents" means all fixed rents, base rents, minimum rents or basic rentals payable in fixed installments for stated periods by Tenants under Tenant Leases.

(b) "Overage Rents" means any additional rent, expense reimbursements, utility charges, management charges, common area maintenance or "CAM" charges, escalation rents, operating cost "pass-throughs," and "common area expenses" payable by Tenants under Tenant Leases (whether based upon increases in Operating Expenses, Real Estate Taxes,

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insurance costs or other operating
expenses or taxes or based upon increases in labor costs or cost of living or porter's wages), together with any other additional rent payments based upon Real Estate Taxes or Operating Expenses.

(c) "Percentage Rentals" means rents payable by a Tenant under a Tenant Lease which are expressed as a fixed percentage or percentages of the gross receipts or gross sales of the Tenant.

(d) "Rentals" means, collectively, all Base Rents, Overage Rents, Percentage Rentals and other amounts paid or payable by Tenants under their respective Tenant Leases in connection with their occupancy of the Property. "Rentals" shall not include Tenant Security Deposits.

6.4.2 General. Contributors shall be entitled to all Rentals attributable to the period prior to the Adjustment Time and CBL/OP shall be entitled to all Rentals attributable to the period from and after the Adjustment Time. The amount of any Rentals collected by Property Owner prior to the Adjustment Time and applicable to the period from and after the Adjustment Time shall be credited to CBL/OP at the Closing. Any Rentals (other than Delinquent Rentals to which Contributors are entitled pursuant to Section 6.5 below) which are received by Property Owner's Property Manager or the Contributor Representative subsequent to the Adjustment Time shall be promptly delivered to CBL/OP. The provisions of this
Section 6.4.2 are subject to Section 6.4.3, Section 6.4.4 and Section 6.5 below.

6.4.3 Overage Rents. Overage Rents shall be separately prorated as of the Adjustment Time in the manner provided in this Section 6.4.3. Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents due under each Tenant Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Lease. The actual fiscal year for Overage Rents under each Tenant Lease during which the Closing occurs is hereinafter referred to as the "Applicable Overage Rent Year." Non-delinquent Overage Rent collections for the month in which Closing occurs shall be prorated in the same manner as other Rents. Subject to the preceding sentence, to the extent a Tenant makes advance monthly installments or other interim payments on account of projected Overage Rents, Contributors shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by Property Owner or Property Owner's Property Manager on or prior to the Closing Date and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by CBL/OP following Closing. Upon the expiration of the Applicable Overage Rent Year and the determination of the actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Contributors shall prorate the Overage Rents for the Applicable Overage Rents Year as follows: (a) Contributors shall be entitled to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year preceding the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year; and

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(b) CBL/OP shall be entitled to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year after the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year. To the extent Property Owner has collected in advance monthly installments or other interim payments of projected Overage Rents from a Tenant for the Applicable Overage Rent Year which are in excess of the amount of Overage Rents for such Tenant to which Contributors is/are entitled hereunder, Contributors shall, within 10 Business Days after the year-end adjustment of Overage Rents, reimburse CBL/OP for any part of such excess and upon such reimbursement CBL/OP shall be responsible for any refunds and reimbursements due to the Tenant. To the extent Property Owner has collected in advance monthly installments or other interim payments of projected Overage Rents from a Tenant for the Applicable Overage Rent Year which are less than the amount of Overage Rents for such Tenant to which Contributors are entitled hereunder, CBL/OP shall, to the extent collected by CBL/OP, within 10 Business Days after the year-end adjustment of Overage Rents, reimburse Contributors the amount of any such shortfall.

Any Overage Rent dispute involving (A) a claim by a Tenant for reimbursement or (B) disputing the amount of the expenses, and in the case of either (A) or (B), relating to any period prior to Closing, shall be the Contributors' responsibility as to any sums owed to such Tenant, and any sums deemed due from such Tenant for such periods shall likewise be the Contributors'. CBL/OP shall be responsible for such matters for periods from the date of Closing and thereafter. CBL/OP shall be in control of all Overage Rent disputes following the Closing but the parties agree to cooperate in any Overage Rent dispute involving periods prior to the Closing and to provide information and to assist each other in any litigation or other procedures that may ensue with respect to such Overage Rent disputes. Any settlement of a CAM dispute for periods prior to Closing shall require Contributors' prior approval. Contributors shall be responsible for all court costs, legal fees (including CBL/OP's attorney's fees and costs) and other costs in any such Overage Rent dispute relating to periods prior to Closing, and CBL/OP shall be responsible for all court costs, legal fees (including Contributors' attorney's fees and costs) and other costs in any such Overage Rent dispute relating to periods from the date of Closing and thereafter. In the case of a multi-year Overage Rent dispute in which a portion of the period at issue relates to periods prior to the Closing and a portion relates to periods following the Closing, Contributors and CBL/OP shall each bear a pro rata share of the court costs, legal fees (including CBL/OP's and Contributors' attorney's fees) and other costs based on the period involved (i.e., in the case of a CAM dispute involving 3 years, 2 prior to Closing and 1 following Closing, Contributors shall be responsible for 2/3 of the referenced costs and CBL/OP shall be responsible for 1/3). Notwithstanding the foregoing, with respect to any multi-year Overage Rent dispute relating to both periods prior to the Closing and periods after the Closing, Contributors shall have the right to settle such dispute with respect to periods prior to the Closing, and upon consummation of such settlement, if CBL/OP does not settle such dispute with respect to periods after the Closing simultaneously, Contributors shall have no obligation to bear any share of court costs, legal fees or other costs pertaining to such dispute incurred after consummation of such settlement.

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6.4.4 Percentage Rentals. Percentage Rentals payable by Tenants under Tenant Leases shall be separately prorated as of the Adjustment Time between CBL/OP and Contributors in the manner provided in this Section 6.4.4. Such proration shall preliminarily be based on 105% of the Percentage Rentals received by Property Owner for the year period preceding the Adjustment Time (the "Projected Percentage Rentals"), with such amount being allocated in the following manner:
Contributors shall be entitled to an amount equal to the product obtained by multiplying the Projected Percentage Rentals by a fraction, the numerator of which is the number of days between January 1, 2005 and the day preceding the Adjustment Time, and the denominator of which is 365, and CBL/OP shall be entitled to the balance of the Projected Percentage Rentals (the "Preliminary Percentage Rent Proration"). Subsequent to the Closing Date, the Preliminary Percentage Rent Proration shall be adjusted in the following manner: the proration of Percentage Rentals shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the fiscal year set forth in each applicable Tenant Lease for the determination of Percentage Rental. The actual fiscal year for Percentage Rental during which the Closing occurs is hereinafter referred to as the "Applicable Percentage Rental Fiscal Year." Upon the expiration of the Applicable Percentage Rental Fiscal Year, CBL/OP and Contributors shall prorate the total annual Percentage Rental due from a Tenant for such Tenant's Applicable Percentage Rental Fiscal Year as follows: (a) Contributors shall be entitled to the portion of the Percentage Rental paid by each Tenant equal to the product obtained by multiplying the total annual Percentage Rental paid by such Tenant by a fraction, the numerator of which fraction is the number of days in the Applicable Percentage Rental Fiscal Year preceding the Adjustment Time and the denominator of which is the total number of days in the Applicable Percentage Rental Fiscal Year; and (b) CBL/OP shall be entitled to the portion of the Percentage Rental paid by each Tenant equal to the product obtained by multiplying the total annual Percentage Rental paid by such Tenant by a fraction, the numerator of which fraction is the total number of days in the Applicable Percentage Rental Fiscal Year after the Adjustment Time and the denominator of which is the number of days in the Applicable Percentage Rental Fiscal Year. Any resulting adjustment shall be effected in conformance with
Section 6.9.

6.5 Delinquent Rentals. As used herein, "Delinquent Rentals" means Base Rents which are due and payable prior to or on the day of the Closing but which have not actually been collected by Property Owner as of the day of the Closing. Contributors' account shall not be credited at the Closing for any Delinquent Rentals but Contributors shall retain all right, title and interest to any Delinquent Rentals and CBL/OP shall have no rights to any Delinquent Rentals. From and after the Closing, Contributor Representative shall be entitled to institute legal proceedings and otherwise attempt to collect any Delinquent Rentals (but without seeking to evict the Tenant) and CBL/OP agrees, at the expense of Contributors, to cooperate with Contributors in connection with such collection efforts by Contributor Representative. Any Delinquent Rentals received by CBL/OP subsequent to the Closing Date shall be first applied to accrued Rents (whether current or that became delinquent following the Closing) owing by the Tenant to CBL/OP, and the balance of Delinquent Rentals shall be promptly remitted to Contributors.

6.6 Security Deposits. At the Closing, Contributors shall retain the amount of any Security Deposits which are in cash form and CBL/OP shall receive a credit toward the Total Consideration for such cash Security Deposits. To the extent Property Owner is holding any Security Deposits in the form of a letter of credit, marketable security or other form of non-cash

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instrument, then, prior to
the Closing, Property Owner shall deliver to the Escrow Agent the original letter of credit or other instrument and, at Contributors' expense or the expense of the applicable Tenant, Property Owner's assignment of the letter of credit, marketable security or other form of non-cash instrument to the Company and an undertaking by Property Owner, until such time as CBL/OP can reasonably obtain a replacement naming the Company as the beneficiary thereof, to draw on or redeem the letter of credit, marketable security or other form of non-cash instrument which names Property Owner/Contributors as beneficiary or payee at the direction and for the benefit of CBL/OP and at no cost, expense or liability to Contributors.

6.7 Anchor Store Payments. All amounts which are paid to Property Owner by the Anchor Stores pursuant to the Operating Agreement (collectively, "Anchor Store Payments") shall be separately prorated as of the Adjustment Time in the manner provided in this Section 6.7. Such proration shall be made on an Anchor Store-by-Anchor Store basis and based upon the total annual Anchor Store Payments due under the Operating Agreement from such Anchor Store for the calendar year or the appropriate fiscal year as applicable under the Operating Agreement. The actual fiscal year for each Anchor Store for Anchor Store Payments under the Operating Agreement during which the Closing occurs is hereinafter referred to as the "Applicable Anchor Store Payment Year." To the extent an Anchor Store makes advance monthly installments or other interim payments on account of projected Anchor Store Payments, Property Owner shall initially retain all such advance monthly installments or other interim payments of projected Anchor Store Payments received by Property Owner prior to the Closing and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Anchor Store Payments received by CBL/OP following the Closing. Upon the expiration of the Applicable Anchor Store Payment Year and the determination of the actual Anchor Store Payments due from the Anchor Store for the Applicable Anchor Store Payment Year, CBL/OP and Property Owner/Contributors shall prorate the Anchor Store Payments for the Applicable Anchor Store Payment Year as follows: (a) With respect to any Anchor Store Payments that are fixed in amount (i.e., payments which are not determined by the amount expended by the Property Owner or the Company for Operating Expenses), (1)Contributors shall be entitled to the portion of the total annual Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store Payment Year equal to the product obtained by multiplying such total annual Anchor Store Payments by a fraction, the numerator of which fraction is the number of days in the Applicable Anchor Store Payment Year preceding the Adjustment Time and the denominator of which fraction is the total number of days in the Applicable Anchor Store Payment Year; and (2) CBL/OP shall be entitled to the portion of the total annual Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store Payment Year equal to the product obtained by multiplying such total annual Anchor Store Payments by a fraction, the numerator of which fraction is the number of days in the Applicable Anchor Store Payment Year after the Adjustment Time and the denominator of which fraction is the total number of days in for the Applicable Anchor Store Payment Year; and (b) with respect to any Anchor Store Payments that are variable in amount (i.e., payments which are determined by the amount expended by the Property Owner or the Company for Operating Expenses), (i) Contributors shall be entitled to the portion of the total annual Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store Payment Year equal to the product obtained by multiplying such total annual Anchor Store Payments due from such Anchor Store by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by such Anchor Store through Anchor Store Payments for

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the portion of
the Applicable Anchor Store Payment Year preceding the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by the Anchor Stores through Anchor Store Payments for the Applicable Anchor Store Payment Year; and (ii) CBL/OP shall be entitled to the portion of the total annual Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store Payment Year equal to the product obtained by multiplying such total annual Anchor Store Payments due from such Anchor Store by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by the Company which are to be reimbursed by such Anchor Store through Anchor Store Payments for the portion of the Applicable Anchor Store Payment Year after the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by the Anchor Stores through Anchor Store Payments for the Applicable Anchor Store Payment Year. To the extent Property Owner has collected in advance monthly installments or other interim payments of projected Anchor Store Payments from an Anchor Store for the Applicable Anchor Store Payment Year which are in excess of the amount of Anchor Store Payments from such Anchor Store to which Contributors are entitled hereunder, Contributors shall, within 10 Business Days after the year-end adjustment of such Anchor Store Payments, reimburse CBL/OP for any part of such excess and upon such reimbursement CBL/OP shall be responsible for any refunds and reimbursements due to such Anchor Store. To the extent Contributors have collected in advance monthly installments or other interim payments of projected Anchor Store Payments from an Anchor Store for the Applicable Anchor Store Payment Year which are less than the amount of Anchor Store Payments from such Anchor Store to which Contributors are entitled hereunder, CBL/OP shall, to the extent collected by CBL/OP, within 10 Business Days after the year-end adjustment of Anchor Store Payments, reimburse Contributors the amount of any such shortfall.

6.8 Tenant Installation Expenses. As used herein, "Leasing Costs" means, collectively, any and all fees, costs, expenses and charges of the landlord arising out of or in connection with entering into any Tenant Lease, any new Tenant Lease for space at the Property and any extensions, renewals or expansions under any Tenant Lease, including (a) brokerage commissions and fees to effect any such leasing transaction (including any fees and commissions owed to Property Owner's Property Manager), (b) expenses ("Tenant Improvement Costs") incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the Tenant's initial construction requirements with regard to such leasing transaction (including any improvements to the Property which are mandated pursuant to applicable building codes and other applicable governmental regulations solely by reason of the tenant improvements being made at the landlord's expense in connection with the leasing transaction), (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, and (d) if there are any Rental concessions covering any period that the Tenant has the right to be in possession of the demised space, the Rentals that would have accrued during the period of such concession. With respect to the Pending Transactions (as defined below) and other Tenant Lease transactions approved by CBL/OP pursuant to
Section 8.4, CBL/OP agrees that the commissions payable by CBL/OP shall be at the following rates: $5.00 per square foot for new Tenant Leases; $2.50 per square foot for Tenant Lease renewals; $1,000.00 for kiosk Tenant Leases. CBL/OP acknowledges that the benefits of Tenant Leases which are executed after the Effective Date of this Agreement and any amendments, modifications, supplements or extensions to existing

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Tenant Leases which are executed after the Effective Date of this Agreement as well as the benefits of any options under existing Tenant Leases which are exercised after the Effective Date of this Agreement, as well as the consummation of those leasing transactions ("Pending Transactions") described on the attached Exhibit W (whether consummated before or after the Effective Date) shall all primarily accrue to the benefit of CBL/OP. Except for the Pending Transactions, Property Owner and/or Contributors shall be responsible for only (i) those Leasing Costs which are due and payable in connection with Tenant Leases which have been executed prior to the Effective Date of this Agreement, (ii) those Leasing Costs which are due and payable in connection with amendments, modifications, supplements or extensions to Tenant Leases which have been executed prior to the Effective Date of this Agreement, and (iii) those Leasing Costs which are due and payable in connection with options under Tenant Leases which have been exercised prior to the Effective Date of this Agreement. CBL/OP shall be responsible for (1) all Leasing Costs in connection with the Pending Transactions and with any Tenant Leases which are executed after the Effective Date of this Agreement (with CBL/OP's approval pursuant to Section 8.4 below); (2) all Leasing Costs in connection with any amendments, modifications, supplements or extensions of Tenant Leases which are executed following the Effective Date of this Agreement (with CBL/OP's approval pursuant to Section 8.4 below); and (3) all Leasing Costs as set forth in the applicable Tenant Lease in connection with options under Tenant Leases which are exercised after the Effective Date of this Agreement. Such Leasing Costs shall be apportioned at Closing to reflect the foregoing responsibilities. CBL/OP shall assume at Closing all tenant improvement construction contracts for tenant improvement work which is in progress as of the Closing and, to the extent the cost thereof is to be borne by the landlord under the applicable Tenant Lease, upon the Closing, CBL/OP shall receive a credit toward payment of the Total Consideration for any amounts due under such construction contracts assumed by CBL/OP and any other Leasing Costs which are the responsibility of Property Owner an/or Contributors pursuant to this Section 6.8. CBL/OP acknowledges that tenant improvement and other work in connection with Tenant Leases is being performed by third party contractors and nothing contained in this Section 6.8 shall be deemed or construed to constitute any representation or warranty by Property Owner with respect to Leasing Costs, including the quality or workmanship of any tenant improvements under construction or to be constructed under existing Tenant Leases, and Property Owner hereby expressly disclaims any such representation or warranty. Without limiting the foregoing, CBL/OP shall look solely to the third party contractor to correct any defects or shortcomings in materials or workmanship and nothing contained in this Section 6.8 shall make Property Owner/Contributors responsible for any such defects or shortcomings in any work performed in connection with Tenant Leases.

6.9 Adjustment Procedure. Not less than two Business Days prior to the Closing Date, Contributor Representative and CBL/OP shall agree upon a schedule of the allocation of costs and expenses to be made in accordance with Section 5.9 above and the prorations to be made in accordance with this Article VI (the "Proration and Expense Schedule"), which Proration and Expense Schedule shall be executed by Contributor Representative and CBL/OP, become a schedule to the closing statement described in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and utilized for purposes of making the adjustments to the Total Consideration at Closing for closing costs and prorations. As soon as practicable following the Closing (but in no event later than the first anniversary of the Closing, except that with respect to Real Estate Taxes, in no event later than fifteen (15) business days after receipt of the actual tax bill attributable for the calendar year 2005), Contributors and CBL/OP shall reprorate the income and expenses set forth

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in this Article VI based upon actual bills or invoices received after the Closing (if original prorations were based upon estimates) and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as provided above in this Article VI. Any reprorated items shall be promptly paid to the party entitled thereto. Any payment by the Contributors to CBL/OP pursuant to the preceding sentence shall be in cash on behalf of all Contributors, whether or not any Contributor elects to receive K-SCUs rather than Cash Consideration. Any errors or omissions in computing adjustments at the Closing shall be promptly corrected, provided that the party seeking to correct such error or omission shall have notified the other party of such error or omission no later than the first anniversary of the Closing. The provisions of this Article VI shall survive the Closing.

6.10 Gift Certificates. At or prior to Closing, Property Owner shall terminate the gift certificate program currently in effect with respect to the Shopping Center ("Gift Certificate Program"). Gift certificates issued by Property Owner or on Property Owner's account prior to Closing which are outstanding on the Closing Date ("Outstanding Gift Certificates") shall be honored by the Company after the Closing Date. At Closing, (i) Property Owner shall transfer and assign to the Company any bank account or reserve established to cover the Outstanding Gift Certificates, and (ii) to the extent such bank accounts or reserves are insufficient to cover the Outstanding Gift Certificates, Contributors shall pay CBL/OP at Closing the amount of such deficiency. Except for any termination fee or damages payable in connection with the termination of the gift card fulfillment contract (which termination fee and damages will be handled in the manner descried in Section 4.7), Contributors shall indemnify and hold harmless the Company and CBL/OP from any Losses that the Company or CBL/OP may incur as a result of: (i) any claims, actions, suits or demands brought against the Company or CBL/OP with respect to the Gift Certificate Program and/or the operations thereunder (except to the extent the Company fails to honor the Outstanding Gift Certificates after the Closing), (ii) the value of Outstanding Gift Certificates exceeding, in the aggregate, the total amount of the bank accounts or reserves assigned by Property Owner to the Company at the Closing plus the amount paid by Contributors to CBL/OP at the Closing in accordance with clause (ii) above). Such indemnity shall entail the provision of a defense by Contributors for CBL/OP and/or the Company and payment of all attorneys fees and court costs associated therewith; and, notwithstanding anything to the contrary contained in this Agreement, shall not be subject to any limitations on liability or survival set forth in this Agreement (including, without limitation, Sections 7.3, 10.5 and 10.6 below) or subject to the provisions of the Indemnity Escrow Agreement. Contributors' obligations under this Section 6.10 shall survive Closing.

6.11 Operating Reserve. Property Owner and the Contributors hereby agree to credit the Company the Operating Reserve on the Closing Date.

ARTICLE VII
REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Property Owner and Contributors. As a material inducement to CBL/OP entering into this Agreement and consummating the transactions contemplated hereby, Property Owner and Contributors hereby jointly and severally

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make the following representations and warranties to CBL/OP as of the Effective Date (except that to the extent any of such the representations and warranties pertain to the Company, such representations and warranties shall be made only as of the Closing Date pursuant to the Contributors Closing Certificate), subject to the terms set forth herein and subject to the items set forth on Schedule 7.1 attached hereto and made a part hereof (the "Disclosure Schedule"):

7.1.1 Power and Authority of Property Owner. Property Owner has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Property Owner and constitutes Property Owner's legal, valid and binding obligation, enforceable in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally). The execution, delivery and performance of this Agreement has been duly and validly authorized by Property Owner. The execution, delivery and performance by Property Owner of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Property Owner is subject, (ii) violate any order, judgment or decree applicable to Property Owner, (iii) violate, conflict with, or result in a breach or default under, or cause the termination of, any term or condition of any court order, restriction, agreement, document or other instrument to which Property Owner is a party or by which Property Owner may be bound, or (iv) except as contemplated by this Agreement, result in the creation of any lien, charge or encumbrance upon the Property or any part thereof.

7.1.2 Power and Authority of Contributors. Each Contributor has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Contributor and constitutes such Contributor's legal, valid and binding obligation, enforceable in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally). The execution, delivery and performance of this Agreement has been duly and validly authorized by each Contributor acting in a fiduciary, representative or corporate capacity. The execution, delivery and performance by each Contributor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Contributor is subject, (ii) violate any order, judgment or decree applicable to such Contributor, or (iii) violate, conflict with, or result in a breach or default under, or cause the termination of, any term or condition of any court order, restriction, trust document, will, agreement, document or other instrument to which such Contributor is a party or by which such Contributor may be bound.

7.1.3 Ownership of the Equity Interests. Each Contributor owns record and beneficial title to the Property Owner partnership interests set forth on Schedule I. As of the Closing, Property Owner shall have distributed all of the LLC Interests to Contributors in the relative percentages shown on Schedule I hereto, and, as of the Closing, each Contributor will own record and beneficial title to its respective LLC Interests as set forth on Schedule I. Upon the contribution of the LLC Interests, the LLC Interests (i) shall have been validly issued, fully paid and nonassessable, and (ii) shall be free and clear of any liens, restrictions, claims, equities,

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charges, options, rights of first
refusal, or encumbrances, with no defects of title whatsoever. Upon consummation of the Closing, CBL/OP shall have obtained title to all LLC Interests, free and clear of any liens, restrictions, claims, equities, options, charges, rights of first refusal, or encumbrances or other restrictions, and with no defects of title whatsoever. Each Contributor covenants that it is not party to or bound by any agreement affecting or relating to such Contributor's right to transfer the LLC Interests owned by such Contributor.

7.1.4 [Intentionally Omitted]. .

7.1.5 Deliveries at Closing. All documents to be executed by Contributors which are to be delivered to CBL/OP at the Closing will be, duly authorized, executed, and delivered by Contributors, will be legal, valid, and binding obligations of Contributors (except as limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally).

7.1.6 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by Property Owner and Contributors (as applicable) in connection with entering into this Agreement, the instruments referenced herein, and the consummation of the transaction contemplated hereby. No consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required for Contributors to consummate the transactions contemplated by this Agreement, or if required, such consent has been obtained.

7.1.7 Individuals Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Property Owner and each Contributor that is not a natural person have the legal power, right, and actual authority to bind Property Owner or such Contributor to the terms and conditions hereof and thereof.

7.1.8 Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions;
(viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there

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are no Leasing Costs for which
CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

7.1.9 Contracts. Other than those which are cancelable on 30 days' notice without payment of any fees, there are no service, supply, maintenance, repair, construction or management contracts to which Property Owner or the Company is a party relating to the Property which will be binding upon CBL/OP, the Company or the Property following the Closing, except as disclosed by the Title Documents and except as described in Exhibit Z attached hereto.

7.1.10 Pending Actions. There is no pending (or to Property Owner's knowledge, threatened) action, suit or proceeding before any court or other governmental agency naming Property Owner or the Company as a party that arises out of Property Owner's or the Company's ownership of the Property (other than any pending proceeding to contest the Real Estate Taxes assessment of the Property).

7.1.11 Governmental/Insurance Notices. Except as disclosed to CBL/OP in writing, neither Property Owner nor the Company has received any written notice
(a) from any city, county, state or other governmental authority having jurisdiction over the Real Property stating that the Real Property is in material violation of the laws, rules or ordinances applicable to the Real Property including applicable parking ratios, which violation has not been corrected prior to the Effective Date, or (b) from Property Owner's or the Company's insurance carriers regarding defects or material inadequacies of all or any part of the Real Property or use or operation thereof, which defects or inadequacies have not been corrected prior to the Effective Date.

7.1.12 Condemnation/Rezoning. Except as disclosed in the Title Documents or otherwise disclosed to CBL/OP in writing, neither Property Owner nor the Company has received any official notice from any governmental authority having jurisdiction over the Real Property of (a) any actual or threatened condemnation of the Property or any part thereof; or (b) any actual plan, study or effort to rezone the Real Property or to widen, modify, regrade or realign any street or highway that borders the Real Property. Except as set forth in the Property Records delivered or made available to CBL/OP as provided in Section 4.2.1 above and except as disclosed to CBL/OP in writing, neither Property Owner nor the Company has been served with any complaint for any pending eminent domain proceeding with respect to the Property.

7.1.13 Environmental Law Violations. Except as disclosed to CBL/OP in writing, (a) neither Property Owner nor the Company has received any written notice of a material violation of any federal, state, or local laws, ordinances, rules or regulations governing the use, storage, treatment, transportation, generation or disposal of Hazardous Substances with respect to the Real Property, and (b) to Property Owner's knowledge, no person or entity has caused any Hazardous Substances to be disposed of or released at the Real Property during Property Owner's or the Company's period of ownership of the Real Property, except for amounts of Hazardous Substances that may be present in the ordinary course of the shopping center/retail business conducted by Property Owner, the Company, Tenants, the Anchor Stores or other

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occupants of the Real
Property or in the ordinary course of the maintenance and operation of the Real Property.

7.1.14 Lease Brokerage. Except as contemplated by Section 7.1.8, there are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments by Property Owner or its successors or assigns of any amounts for leasing activities or procuring Tenants with respect to the Property including Tenant Lease renewals, expansions or modifications.

7.1.15 No Violations. To Property Owner's knowledge, (i) the Property is in compliance with applicable fire, health, building, use, occupancy or zoning laws (collectively, "Laws"), including but not limited to applicable parking ratios and (ii) any work that is required by any Laws to be done upon or in connection with the Property has been done except for such work that may remain outstanding and, if unaddressed, would not have a material adverse effect on the use of the Property as currently owned and operated.

7.1.16 Operating Agreement. To Property Owner's knowledge, the Operating Agreement is in full force and effect, and neither Property Owner (or the Company) nor any Anchor Store is in default or breach thereof. Property Owner and the Company, as applicable have performed their obligations and duties under the Operating Agreement.

7.1.17 Taxes. To Property Owner's Knowledge, no application or proceeding is pending seeking any increase or reduction in taxes or assessments for the Property.

7.1.18 Financial/Operating Statements. The financial statements with respect to the Property provided by Property Owner to CBL/OP (i) were materially accurate as of the date and for the period(s) presented in such statements, and
(ii) accurately reflected the financial condition and results of operations of the Property as of the period(s) presented.

7.1.19 Delivery of Environmental Reports and Property Condition Reports.

(i) Property Owner has delivered to CBL/OP or made available to CBL/OP all environmental reports in the possession of Property Owner or Property Owners' Property Manager (the "Existing Environmental Reports"). With respect to any other environmental report not currently in Property Owner's possession, but previously commissioned by or for the benefit of Property Owner or any lender to Property Owner with respect to the Property or with respect to conditions that may impact the Property (the "Prior Reports"), no such Prior Report contains information which is materially inconsistent with the Existing Environmental Reports.

(ii) Property Owner has delivered to CBL/OP or made available to CBL/OP all reports in Property Owner's possession prepared within the five (5) year period prior to the Effective Date that Property Owner has caused to be prepared or that were prepared by or for any other person or entity with respect to the Property or any portion of the Property that are in the nature of engineering reports, reports of physical conditions of Improvements and/or any other reports of other conditions at, on or impacting the Property that called for or recommended repairs or capital expenditures in excess of $25,000.

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7.1.20 Adjacent Property. Neither Property Owner nor any partner or affiliate of Property Owner owns any interest in any real property that is adjacent to the Land or that is within a 2 mile radius of the Land.

7.1.21 Employees. Property Owner neither has, nor has ever had, any employees.

7.1.22 The Company.

(i) The Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is duly qualified or registered to transact business in the State of Illinois, and has the power and authority to carry on its business as now being conducted;

(ii) The Company has never conducted and does not currently conduct any business other than ownership and operation of the Property, and has never owned, and does not currently own, any assets other than the Property and cash and investment securities;

(iii) As of the Closing Date, the Company will have no historical liabilities other than the Closing Date Debt, obligations for Operating Expenses and Real Estate Taxes which are being prorated pursuant to Article VI above; and as of the Closing Date, the Company will not be a party to any agreements other than the Permitted Exceptions, Tenant Leases, the Operating Agreement, the Service Contracts and the documents related to the Closing Date Debt;

(iv) Property Owner has delivered to CBL/OP true, correct and complete copies of the Company's certificate of formation and limited liability company agreement, including all amendments to either of them;

(v) No Contributor is in breach of, or default under, the limited liability company agreement of the Company and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default thereunder on the party of any Contributor; and

(vi) Neither Property Owner, any Contributor nor any affiliate of any of them has made a loan to the Company, and no Contributor has any outstanding capital commitments to the Company.

(vii) The LLC Interests represent all of the issued and outstanding equity interests in the Company; the Company has no obligation to issue, and no party has any right to acquire, any other equity interests in the Company.

7.2 Definition of Property Owner's Knowledge. For purposes of this Agreement, whenever the phrase "to the knowledge of Property Owner" or words of similar import are used, they shall be deemed to refer to the present actual (as opposed to constructive or imputed) knowledge of either Troy Marquis or Irwin Blitt, only, without any investigation or inquiry whatsoever by said individuals. CBL/OP acknowledges that the individuals named above are named solely for the purpose of defining and narrowing the scope of Property Owner's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to CBL/OP. CBL/OP covenants that CBL/OP will bring no action of any

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kind against such individual or any officer, director, member, partner, shareholder, agent, representative, or advisor of Property Owner in such capacity arising out of the representations and warranties made by Property Owner in this Agreement; provided, however, that nothing shall preclude CBL/OP from seeking indemnity from such person in such persons capacity as a Contributor.

7.3 Survival Period. The representations and warranties of Property Owner and Contributors set forth in Section 7.1 and the indemnification obligations under
Section 10.4.2 shall survive until only the date which is one (1) year following the Closing (the "Expiration Date") (other than those representations and warranties set forth in Sections 7.1.1 through 7.1.7 and Section 7.1.22 and the indemnification obligations under Section 10.4.2, but only to the extent the indemnification obligations cover breaches of the representation and warranties set forth in Sections 7.1.1 through 7.1.7 and Section 7.1.22, which shall survive until the date which is five (5) years following the Closing Date (the "Extended Expiration Date")) and shall automatically expire upon the Expiration Date (or Extended Expiration Date, as applicable) unless CBL/OP files a written claim against Contributors with respect to any alleged breach prior to the Expiration Date (or Extended Expiration Date, as applicable) and commences suit within six (6) months following the filing of such claim (and, in the event any such suit is timely commenced by CBL/OP against Contributors, shall survive thereafter only insofar as the subject matter of the alleged breach specified in such suit is concerned). If suit is not timely commenced by CBL/OP within the time period stated above, then Property Owner's/Contributors' representations and warranties and indemnifications obligations shall thereafter be void and of no force or effect.

7.4 Third Party Information. Notwithstanding anything to the contrary contained herein, and without limiting Article IX below, neither Property Owner nor Contributors shall have any liability, obligation or responsibility of any kind to CBL/OP, any of CBL/OP's agents, members, partners, employees, representatives, related and affiliated entities, successors and assigns, or any other party claiming by, under or through CBL/OP (collectively, "CBL/OP Parties") with respect to the following: (a) the content or accuracy of any report, study, opinion or conclusion of any soils, toxic, environmental or other engineer or other person or entity who has examined the Property or any aspect thereof; (b) the content or accuracy of any information released to CBL/OP by an engineer or planner in connection with the Property; (c) the availability of building or other permits or approvals for the Property by any state or local governmental bodies with jurisdiction over the Property; (d) any of the items delivered or made available to CBL/OP pursuant to CBL/OP's review of the Property or the Property Records or the condition of the Property which have been prepared by anyone other than Property Owner (including any of the Title Documents); or (e) the content or accuracy of any other development or construction cost, projection, financial or marketing analysis given to CBL/OP by Property Owner or reviewed by CBL/OP with respect to the Property; provided that, in each case stated above, to the extent that Property Owner furnished or made available any documents or materials to CBL/OP, Property Owner and Contributors represent and warrant that, to Property Owner's knowledge, such documents and materials are true and correct copies of those documents and materials contained in Property Owner's files. Under no circumstances whatsoever shall information possessed by or known to any person or entity other than Property Owner (including Property Owner's consultants, attorneys, agents and advisors or their respective employees or representatives) be imputed or attributed to Property Owner.

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7.5 CBL/OP's Knowledge. For purposes of this Agreement, whenever the phrase "to the knowledge of CBL/OP" or "CBL/OP has actual knowledge" or words of similar import are used, they shall be deemed to refer to the present actual (as opposed to constructive or imputed) knowledge of Stephen Lebovitz, Keith Honnold and/or Jay Wiseman without any investigation or inquiry whatsoever by said individual. Property Owner and Contributors acknowledge that the individual named above is named solely for the purpose of defining and narrowing the scope of CBL/OP's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to Property Owner and/or Contributors. Property Owner and Contributors covenant that they will bring no action of any kind against such individual or any officer, director, member, partner, shareholder, agent, representative, or advisor of CBL/OP arising out of the representations and warranties made by CBL/OP in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Property Owner nor Contributors shall have any liability, obligation or responsibility of any kind to CBL/OP or any other CBL/OP Party with respect to any representation or warranty contained in Section 7.1 above if, prior to the Closing, CBL/OP has actual knowledge that such representation or warranty is untrue or incorrect, or to the extent that any Tenant Estoppel Certificate or REA Estoppel Certificate received by CBL/OP prior to Closing discloses information which is inconsistent with such representations and warranties.

7.6 Representations and Warranties of CBL/OP. CBL/OP represents and warrants to Contributors that upon approval of CBL/REIT's Board of Directors as described in
Section 13.2 hereof, the following matters are true and correct as of the Effective Date:

7.6.1 Legal Power. CBL/OP will have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby.

7.6.2 Duly Authorized. This Agreement is, and all the documents executed by CBL/OP which are to be delivered to Contributor at the Closing will be, duly authorized, executed, and delivered by CBL/OP, and is and will be legal, valid, and binding obligations of CBL/OP (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally).

7.6.3 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by CBL/OP in connection with entering into this Agreement and the instruments referenced herein and by the Closing all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for CBL/OP to consummate the transaction contemplated by this Agreement.

7.6.4 Individuals Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of CBL/OP have the legal power, right, and actual authority to bind CBL/OP to the terms and conditions hereof and thereof.

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ARTICLE VIII
OPERATING COVENANTS

Property Owner and Contributors hereby agree to the following covenants:

8.1 Insurance. Until the Closing, Property Owner shall keep the Property insured against fire, vandalism and other loss, damage and destruction with the same coverage, policy limits and deductible amounts as are currently maintained by Property Owner.

8.2 Operation of Property. Until the Closing, Property Owner shall operate the Property in the manner as Property Owner has previously done and Property Owner shall maintain and repair the Property through the Closing in a manner consistent with the manner in which Property Owner maintained and repaired the Property prior to the date of this Agreement, subject to the limitations on Property Owner's obligation to pay costs of repair and maintenance as set forth in Section 8.3 below.

8.3 Capital Improvements. Subject to Property Owner's obligations under Section 8.2 above, from and after the Effective Date until the Closing, Property Owner shall not undertake any capital improvements or material alterations or renovations to the Real Property (including any which are recommended in any of the Property Records delivered or made available to CBL/OP or in any of the CBL/OP's Information), except as may be required under Tenant Leases, the Operating Agreement or governmental regulations, without the prior written consent of CBL/OP. To the extent Property Owner is required (whether pursuant to
Section 8.2, or under Tenant Leases, the Operating Agreement or governmental regulations) or Property Owner receives CBL/OP's consent, pursuant to the foregoing sentence, to undertake any capital improvements or material alterations to the Real Property, Property Owner shall not be required to pay for capital improvements (excluding Tenant Improvement Costs, which shall be borne by the parties as provided in Section 6.8 above, and shall not be subject to the limitations in this Section 8.3) or maintenance and repair expenses in excess of One Hundred Thousand Dollars ($100,000). If the aggregate amount incurred by Property Owner for capital improvements (excluding Tenant Improvement Costs) under this Section 8.3 and maintenance and repair expenses under the Section 8.2 above, exceeds One Hundred Thousand Dollars ($100,000), provided the Closing occurs, CBL/OP shall reimburse Property Owner at Closing for the amount so expended in excess of One Hundred Thousand Dollars ($100,000); provided, further, that if the total reimbursement required of CBL/OP pursuant to this provision shall exceed Nine Hundred Thousand Dollars ($900,000), CBL/OP shall have the right to terminate this Agreement by written notice to Property Owner, in which event the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP.

8.4 Leasing. From and after the Effective Date, Property Owner shall not enter into any new Tenant Leases or amend, modify, supplement, terminate or extend the existing Tenant Leases without the prior written consent of CBL/OP. CBL/OP shall have 5 Business Days following CBL/OP's receipt of any such draft of a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease to review and approve such draft, which approval shall not be unreasonably withheld, delayed or conditioned with respect to the Pending Transactions (subject to clause (c) below), and which approval shall be in CBL/OP's sole discretion in all other cases (except as provided in the last sentence of this

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Section 8.4). The failure of CBL/OP to notify Property Owner in writing within 5 Business Days of CBL/OP's disapproval of any draft delivered to CBL/OP shall be deemed to constitute CBL/OP's approval thereof. Notwithstanding anything to the contrary contained herein, CBL/OP shall not be entitled to disapprove any term, condition or other provision of a subsequent draft of a proposed new Tenant Lease or a subsequent draft of a proposed amendment, modification, supplement, termination or extension of a Tenant Lease delivered to CBL/OP which (a) has not been changed or modified from any prior draft approved or deemed approved by CBL/OP, or (b) constitutes merely a clarification of a term or provision of a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease without changing the substance thereof or another immaterial change or revision to a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease, or (c) is set forth on Exhibit W with respect to the Pending Transactions.

8.5 New Contracts. Except as permitted under the terms of this Agreement, Property Owner shall not enter into any new contract or other agreement affecting the Property (including but not limited to any transfer of any interest in the Property or placement or allowance of placement of any mortgage or lien against the Property) which would survive the Closing (other than new Tenant Leases pursuant to Section 8.4 above); provided that no consent of CBL/OP shall be required as to any proposed contract or other agreement which is entered into in the course of Property Owner's ordinary course of operating and maintaining the Property and which provides it is terminable upon 30 days (or less) notice without premium or penalty payable by CBL/OP.

8.6 Liens. From the Effective Date until Closing, except for the Permitted Exceptions, Property Owner shall not create or consent to the creation of any security interests, liens, easements or other title conditions affecting any portion of the Property, without the prior written consent of CBL/OP, which shall not be unreasonably withheld.

8.7 Tenant Lease Defaults; Operating Agreement Defaults. From the Effective Date until Closing, Property Owner shall promptly notify CBL/OP in writing of (i) the occurrence of any material default under any Tenant Lease, which shall include, without limitation, any monetary defaults by Tenants in excess of $50,000.00 in the aggregate (regardless of whether Property Owner elects to declare a default) under the Tenant Leases, and (ii) any notice or correspondence received by Property Owner or Property Owner's Property Manager from a Tenant or an Anchor Store with respect to the Property where such notice or correspondence includes any notice, threat or reference by such Tenant or Anchor Store of any default or breach or potential default or potential breach under a Lease or the Operating Agreement or where such notice or correspondence includes any notice of an intent or threat to terminate a Tenant Lease or the Operating Agreement.

8.8 Transfers. From the Effective Date until Closing, Property Owner shall not
(i) other than due to a casualty, condemnation or as required by law, offer to sell, or sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, except for creation of the mortgage or other lien securing the Closing Date Debt as contemplated under this Agreement, or (ii) list the Property or any part thereof with any broker (other than extending the existing listing with Property Owner's Broker) or otherwise

49

offer or solicit offers for the sale or transfer of the Property to any person or entity other than the CBL/OP.

8.9 Litigation. From the Effective Date until Closing, Property Owner shall give CBL/OP prompt notice of the institution of any litigation, arbitration or other administrative proceeding of which Property Owner becomes aware involving the Property or that could impact Property Owner's interest in the Property and will allow CBL/OP, if requested by CBL/OP, to participate in any decision to settle such matters and CBL/OP shall be entitled to approve or disapprove any settlement of such matters that, in the case of any of the foregoing, may have any material adverse impact on the Property following the Closing (it being agreed that a settlement which merely requires the payment of money by Property Owner and/or its insurers, and does not impose any future obligations concerning operation of the Property will be deemed not to have a material adverse impact on the Property following the Closing).

8.10 Schedule and Exhibit Updates. Property Owner shall notify CBL/OP of (i) any circumstance known to Property Owner that would result in a change to any Schedule or Exhibit or (ii) any discovery (or remembrance) of facts which would render any Schedule or Exhibit inaccurate or incomplete within a reasonable time following Property Owner's knowledge of the occurrence of such circumstance or discovery of such facts.

8.11 Company Assets and Liabilities. Between the formation thereof and the Closing, the Company's only assets shall be the Property and the Company shall have incurred or assumed no liabilities of Property Owner except those to which CBL/OP has expressly agreed herein.

8.12 Employees. Property Owner hereby covenants not to permit the Company to employ any employees.

ARTICLE IX
"AS-IS" SALE

9.1 Disclaimer of Representations and Warranties by Property Owner and Contributors. Notwithstanding anything contained in this Agreement to the contrary, except for those representations and warranties expressly made by Contributor in Section 7.1 above, it is understood and agreed that neither Contributors nor Property Owner nor any of Property Owner's respective agents, employees, contractors or representatives, nor any other person purporting to act on behalf of Property Owner or any Contributor, has made and is not now making, and CBL/OP has not relied upon and will not rely upon (directly or indirectly), any warranties or representations of any kind or character, express or implied, oral or written, past, present or future, with respect to the Property, including warranties or representations as to (a) matters of title,
(b) environmental matters relating to the Property or any portion thereof, (c) geological conditions, including subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes,
(d) whether, and to the extent to which, the Property or any portion thereof is affected by any stream (surface or underground), body of

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water, flood prone
area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) zoning to which the Property or any portion thereof may be subject, (h) the availability of any utilities to the Property or any portion thereof including water, sewage, gas and electric, (i) usages of adjoining property, (j) access to the Property or any portion thereof, (k) the value, compliance with the plans and specifications, size, location, age, use, design, quality, descriptions, suitability, seismic or other structural integrity, operation, title to, or physical or financial condition of the improvements or any other portion of the Property, (l) any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the presence of hazardous substances in or on, under or in the vicinity of the Property, (n) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (o) the existence or non-existence of underground storage tanks, (p) any other matter affecting the stability or integrity of the Real Property, (q) the potential for further development of the Property, (r) the existence of vested land use, zoning or building entitlements affecting the Property, (s) the merchantability of the Property or fitness of the Property for any particular purpose (CBL/OP affirming that CBL/OP has not relied on the skill or judgment of Contributors, Property Owner, Property Owner's Property manager, or any of their respective agents, employees, contractors or representatives to select or furnish the Property for any particular purpose, and that no Contributor or Property Owner makes any warranty that the Property is fit for any particular purpose) or (t) tax consequences (including the amount, use or provisions relating to any tax credits). CBL/OP further acknowledges that any information of any type which CBL/OP has received or may receive from Property Owner Contributors or any of their respective agents, employees, contractors or representatives, including any environmental reports and survey, is furnished on the express condition that CBL/OP shall not rely thereon, but shall make an independent verification of the accuracy of such information, all such information being furnished without any representation or warranty whatsoever.

9.2 Sale "As Is". CBL/OP represents and warrants that CBL/OP is a knowledgeable, experienced and sophisticated buyer of real estate and that CBL/OP has relied and shall rely solely on (a) CBL/OP's own expertise and that of CBL/OP's advisors and consultants in purchasing the Property, and (b) CBL/OP's own knowledge of the Property based on CBL/OP's investigations and inspections of the Property. CBL/OP has conducted such inspections and investigations of the Property as CBL/OP deems necessary, including the physical and environmental conditions thereof, and shall rely upon same. Upon Closing, CBL/OP shall assume the risk that adverse matters, including adverse physical and environmental conditions, may not have been revealed by CBL/OP's inspections and investigations. CBL/OP acknowledges and agrees that upon Closing, Contributors shall convey to CBL/OP and CBL/OP shall accept the LLC Interests based on the condition of the Property being "as is, where is," with all faults and defects (latent and apparent). CBL/OP further acknowledges and agrees that there are no oral agreements, warranties or representations with respect to the Property made by any Contributor, Property Owner, or any agent, employee, contractor or representative of either of them except for representations and warranties made by Property Owner and Contributors in this Agreement or any document delivered at or prior to Closing pursuant hereto. The terms and conditions of Section 9.1 and this Section 9.2 shall expressly survive the Closing, shall not merge

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with
any Closing Documents. Property Owner is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by Property Owner's Property Manager, Property Owner's broker or any other real estate broker, or any contractor, agent, or other third person. CBL/OP acknowledges that the total consideration reflects the "as is" condition of the Property and any faults, liabilities, defects or other adverse matters that may be associated with the Property except for representations and warranties made by Property Owner and Contributors in this Agreement or any document delivered at or prior to Closing pursuant hereto. CBL/OP has fully reviewed the disclaimers and waivers set forth in this Agreement with CBL/OP's counsel and understands the significance and effect thereof.

9.3 CBL/OP Acknowledgments. CBL/OP acknowledges and agrees that (a) to the extent required to be operative, the disclaimers of warranties contained in
Section 9.1 and Section 9.2 above are "conspicuous" disclaimers for purposes of all applicable laws and other legal requirements, and (b) the disclaimers and other agreements set forth in Section 9.1 and Section 9.2 are an integral part of this Agreement, that the Total Consideration has been adjusted to reflect the same and that Contributors and Property Owner would not have agreed to consummate the transactions contemplated hereby without the disclaimers and other agreements set forth in Section 9.1 and Section 9.2 above.

9.4 CBL/OP Represented by Counsel. CBL/OP hereby represents and warrants to Property Owner and Contributors that: (a) CBL/OP is not in a significantly disparate bargaining position in relation to Property Owner; (b) CBL/OP is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (c) CBL/OP is acquiring the LLC Interests, and the indirect ownership of the Property, for business, commercial, investment or other similar purposes.

9.5 CBL/OP's Release of Property Owner and Contributors.

9.5.1 Property Owner and Contributors Released From Liability. Subject to those obligations (including, without limitation, representations and warranties) of Property Owner and/or Contributors which this Agreement specifically provides shall survive the Closing, CBL/OP hereby waives its and their right to recover from and fully and irrevocably releases Property Owner, Property Owner's Property Manager and Contributors and Property Owner's employees, officers, directors, representatives, agents, advisors, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting on Property Owner's and/or Contributors' behalf (the "Released Parties") from any and all claims, responsibility and/or liability that CBL/OP may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to (a) the physical, environmental and structural condition (including any construction defects, errors, omissions or other conditions, latent or otherwise), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, (b) the presence of any environmental problems, or the use, presence, storage, release, discharge, or migration of Hazardous Substances on, in, under or around the Property regardless of when such Hazardous Substances were first introduced in, on or about the Property, and (c) the presence, release and/or remediation of asbestos and asbestos containing materials in, on or about the Property regardless of when such asbestos and asbestos containing materials were first introduced in, on or about the Property. Notwithstanding the foregoing, the

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Released Parties shall not be deemed to include contractors, subcontractors and other persons who are unaffiliated with Property Owner and who have supplied labor, materials or equipment to a work of improvement at the Real Property. This release includes claims of which CBL/OP is presently unaware or which CBL/OP does not presently suspect to exist which, if known by CBL/OP, would materially affect CBL/OP's release of the Released Parties. CBL/OP specifically waives the provision of any statute or principle of law, which provides otherwise. In this connection and to the extent permitted by law, CBL/OP agrees, represents and warrants that CBL/OP realizes and acknowledges that factual matters now unknown to CBL/OP may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and CBL/OP further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that CBL/OP nevertheless hereby intends to release, discharge and acquit Property Owner from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses.

9.5.2 Claims Under Environmental Laws. As used herein, (a) "Environmental Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource Conservation and Recovery Act (42 U.S.C. Section 6902 et seq.), as amended, or any similar federal, state or local law, ordinance, rule or regulation applicable to the Property (including any principles of common law or common law theories); and (b) "Hazardous Substances" means any hazardous, toxic or dangerous waste, substance or material, any pollutant or contaminant, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde or asbestos; and
(c) "Unknown Environmental Liabilities" means future obligations to remediate Hazardous Substances which are located on the Property prior to the Closing, whether or not such Hazardous Substance is disclosed by any of the Property Records, CBL/OP's Information or any other source prior to the Closing. Without limiting the foregoing provisions of this Article IX and notwithstanding the provisions of any Environmental Laws to the contrary, but subject to (and without waiving in any respect) the representations and warranties made by Property Owner and Contributors in Sections 7.1.11, 7.1.13 and 7.1.19 above, (i) Unknown Environmental Liabilities relating to the Property which exist on or before the Closing shall be borne solely by CBL/OP, and (ii) Property Owner and the Contributors shall be deemed to be released from all Unknown Environmental Liabilities pursuant to Section 9.5.1 above. Without limiting the foregoing, but subject to (and without waiving in any respect) the representations and warranties made by Property Owner and the Contributors in Sections 7.1.11, 7.1.13 and 7.1.19 above, CBL/OP hereby waives and agrees not to commence any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, including a private right of action under the federal superfund laws, 42 U.S.C. Sections 9601 et seq. or any other Environmental Laws (as such laws and statutes may be amended, supplemented or replaced from time to time), directly or indirectly, against the Released Parties in connection with Unknown Environmental Liabilities or any other claims relating to Hazardous Substances at the Property or arising under Environmental Laws with respect to the Property.

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                                     /s/ KLH
                                CBL/OP'S INITIALS

9.5.3 Survival. The foregoing provisions of this Article IX, including the
waivers and releases by CBL/OP, shall survive the Closing.

ARTICLE X
REMEDIES

10.1 Liquidated Damages; Property Owner's/Contributors' Remedies. In the event the Closing and the consummation of the transaction contemplated herein do not occur as provided herein by reason of any breach of CBL/OP, CBL/OP, Property Owner and Contributors agree that it would be impractical and extremely difficult to estimate the damages which Property Owner and Contributors may suffer as a result thereof. Therefore, CBL/OP and Property Owner and Contributors do hereby agree that a reasonable estimate of the total net detriment that Property Owner and Contributors would suffer in the event that CBL/OP breaches this Agreement and fails to complete the purchase of the Property is and shall be, as Property Owner's and Contributors' sole and exclusive remedy (whether at law or in equity), and as the full, agreed and liquidated damages for such breach, an amount equal to the Deposit (it being agreed by Property Owner and the Contributors that such Deposit shall be allocated among the Contributors and the Other Mall Contributors in the manner described in the Indemnity Escrow Agreement which is attached hereto as Exhibit AA. Upon any such breach by CBL/OP, unless otherwise specified, this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder, each to the other, except for the right of Property Owner and/or Contributors to collect and retain such liquidated damages from CBL/OP and Escrow Agent and the obligation of CBL/OP to deliver to Property Owner and/or Contributors the delivery items pursuant to Section 4.6 above; provided, however, that this liquidated damages provision shall not limit Property Owner's and/or Contributors' right to (a) receive reimbursement for or recover damages in connection with CBL/OP's indemnity of Property Owner and/or Contributors and/or breach of CBL/OP's obligations pursuant to Section 4.4.2 and Section 5.9 above, (b) recover attorneys' fees and court costs pursuant to Section 10.3 below, (c) injunctive relief under Section 4.2.6 above, and/or (d) pursue any and all remedies available at law or in equity in the event that following any termination of this Agreement, CBL/OP or any other CBL/OP party asserts any claims or right to the Property that would otherwise delay or prevent Property Owner or the Company, as applicable, from having clear, indefeasible and marketable title to the Property. The parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to Property Owner and Contributors.

10.2 CBL/OP's Remedies. Subject to Section 10.5 below, in the event the Closing and the consummation of the transaction contemplated herein do not occur as provided herein by reason of any breach of Property Owner and/or Contributors, then CBL/OP shall elect, as CBL/OP's sole remedy, either to: (a) terminate this Agreement by giving Property Owner timely written notice of such election prior to or upon the Closing Date, and CBL/OP shall be entitled to recover from Escrow Agent or Property Owner, as applicable, the Letter of Credit or the Deposit, as applicable; or (b) enforce specific performance against Property Owner, in which event there shall be no reduction of the Total Consideration and CBL/OP shall not be entitled to recover any

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damages (whether actual, direct, indirect, consequential, punitive or otherwise) notwithstanding such failure or breach by Property Owner and/or Contributors. Notwithstanding the foregoing, if Property Owner breaches any of Property Owner's obligations which pursuant to this Agreement are to be performed by Property Owner prior to the Closing Date, and instead of terminating this Agreement pursuant to this Section 10.2, CBL/OP proceeds with the Closing, then CBL/OP shall be deemed to have waived such default by Property Owner, provided that CBL/OP has knowledge thereof prior to Closing. CBL/OP shall be deemed to have elected to terminate this Agreement pursuant to Clause (a) hereinabove if CBL/OP fails to commence an action to assert a claim for specific performance against Property Owner and/or Contributors on or before 30 days following the Closing Date. Notwithstanding the foregoing to the contrary, no notice of termination given by CBL/OP hereunder shall be of any force or effect if Property Owner and/or Contributors cure the default within 5 Business Days after Property Owner's receipt of any such termination notice. If CBL/OP duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to Clause (a) hereinabove, then CBL/OP shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance or other equitable relief or to seek or recover from Property Owner and/or Contributors any damages (including any actual direct, indirect, consequential, punitive or other damages).

10.3 Attorneys' Fees. If any action is brought by either party against the other party, relating to or arising out of this Agreement, the transaction described herein or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Agreement, the term "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostatting, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section 10.3 shall survive the Closing and any termination of this Agreement and shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

10.4 Mutual Post-Closing Indemnities.

10.4.1 Definition of Losses. For purposes of this Section, "Losses" shall mean any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements approved by the indemnifying party, awards, penalties, costs or expenses, including, without limitation, reasonable attorneys' and paralegals' fees and expenses (based on actual time spent and normal billing rates, and without giving effect to any statutory presumption of the amount of reasonable attorneys' fees that might apply) but excluding the following but only insofar as the following do not or have not resulted in actual monetary loss: any damage to reputation, mental or emotional distress or interference with business operations.

10.4.2 Contributors' Indemnity. Subject to the limitations set forth in Section 7.3 above and Sections 10.5 and 10.6 below, Contributors hereby agree, jointly and severally, to indemnify, hold harmless and defend CBL/OP and the Company and any officer, director, partner, employee and/or agent of CBL/OP or the Company from and against any and all Losses

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arising out of or resulting from (i) any default by Property Owner on or prior to Closing under the Tenant Leases, the Service Contracts or the Operating Agreement; (ii) the breach or inaccuracy of any representation or warranty made by Property Owner and/or Contributors in this Agreement or the Closing documents delivered by Property Owner and/or Contributors; (iii) any third party tort claim with respect to the Property that arises or arose as the result of any injury or damage occurring on or prior to Closing; (iv) the failure of Property Owner, and/or Contributors to perform any of their covenants (I) set forth in Article VIII of this Agreement, (II) or such other covenants set forth in this Agreement that are to be performed after the Closing; or (v) any claims by Property Owner's employees, including, but not limited to, any claims related to any termination of such employees' employment and any unpaid wages, severances, bonuses, and retirement packages; provided, however, that nothing in this Section 10.4.2 shall obligate Contributors and/or Property Owner to indemnify, hold harmless or defend CBL/OP with regard to any Losses arising from (1) any continuing condition of the Property as of the Closing Date which CBL/OP has agreed to accept in its "AS-IS, WHERE-IS" condition as of the Closing Date, or (2) any matter for which CBL/OP has agreed to release Property Owner and Contributors pursuant to Section 9.5 of this Agreement, or (3) any matter described in the last sentence of Section 7.5.

10.4.3 Sources for Satisfaction of Contributors' Indemnity. At the Closing, CBL/OP, the Contributors, the Other Mall Contributors and the Hickory Point Property Owner shall establish with Escrow Agent at Closing a single escrow account (the "Indemnity Escrow Fund") for this Agreement and the Other Mall Contracts, into which $5,000,000 shall be deposited by the Contributors, the Other Mall Contributors and the Hickory Point Property Owner, and held and administered by the Escrow Agent pursuant to the terms and conditions of the Indemnity Escrow Agreement as the initial source for CBL/OP's and the Company's claims for indemnifications under this Agreement and under the Other Mall Contracts and for any Percentage Rentals due and payable by the Contributors to CBL/OP after reconciliation pursuant to Section 6.4.4 above. The amount to be deposited by each Contributor in the Indemnity Escrow Fund shall be based on such Contributor's proportionate share ("Contributor's Share") of the aggregate amount of Total Consideration plus the Other Mall Total Consideration (with the balance of the Indemnity Escrow Fund to be paid by the Hickory Point Property Owner). The entire amount of the Indemnity Escrow Fund shall be available to satisfy claims under this Agreement or either of the Other Mall Contracts, without regard to what portion of such Indemnity Escrow Fund has been funded by Contributors hereunder, by Other Mall Contributors or by the Hickory Point Property Owner. At any time prior to the "Expiration Date" specified in Section 7.3, CBL/OP shall be entitled to make a claim against the Indemnity Escrow Fund for Losses incurred by CBL/OP and for which it is entitled to be indemnified pursuant to Section 10.4.2 of this Agreement and for Percentage Rentals due and payable by the Contributors to CBL/OP after reconciliation pursuant to Section 6.4.4 above; provided however, with respect to the "Unlimited Claims" set forth in Section 10.6, CBL/OP's remedy shall not be limited to the amount of funds held in the Indemnity Escrow Fund, and CBL/OP may make a claim directly against any or all of the Contributors for payment thereof. As of the Expiration Date, the funds remaining in the Indemnity Escrow Fund shall be disbursed in the manner described in the Indemnity Escrow Agreement, except to the extent that CBL/OP has made a claim hereunder which remains outstanding, in which case, the amount in excess of such claim shall be disbursed to the Contributors, and the remaining amount, if any, shall be disbursed upon the resolution of such claim.

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10.4.4 CBL/OP's Indemnity. Subject to the limitations set forth herein, CBL/OP agrees to indemnify, hold harmless and defend Contributors and any officer, director, member, employee and/or agent of Property Owner from and against any and all costs, losses, damages and expenses, of any kind or nature whatsoever (including attorneys' fees and costs) arising out of or resulting from (i) any default by CBL/OP on or after Closing under the Tenant Leases, the Service Contracts (whether or not assumed by CBL/OP) or the Operating Agreement, (ii) the breach or inaccuracy of any representation or warranty made by CBL/OP in this Agreement or the Closing documents delivered by CBL/OP, (iii) any third party tort claim with respect to the Property that arises or arose as the result of any injury or damage occurring after Closing, (iv) the failure of CBL/OP to perform any of its covenants set forth in this Agreement, (v) any other liabilities relating to the operation of the Property arising from and after Closing, or (vi) excluding the matters for which the Contributors have agreed to indemnify the Company and CBL/OP in Section 6.10 above, the Company's failure to honor the Outstanding Gift Certificates (it being agreed that the indemnity obligation in this clause [vi] shall not be subject to the limitations in
Section 10.5, and that CBL/OP's obligation under this Section shall not be subject to any limitation on the survival period of claims).

10.5 Minimum Amount Requirement for Damages. Notwithstanding anything to the contrary contained in this Agreement, if the Closing is consummated, neither party shall have any liability to the other party following the Closing with respect to any breaches of indemnification obligations under Sections 10.4.2 and
10.4.4 (nor with respect to the breach of any obligation or warranty or representation to which such indemnity applies [collectively, an "Indemnification Obligation"]), unless and until the aggregate amount of the actual general and compensatory damages suffered by the non-defaulting party by reason of any such breaches of an Indemnification Obligation, exceeds the sum of $250,000; but then in such event, the damages that the non-defaulting party may collect shall begin with and include the first dollar of such loss. Unless and until the amount of the actual damages suffered or incurred by the non-defaulting party by reason of any such breaches of Indemnification Obligations exceeds in the aggregate the sum of $250,000, the non-defaulting party shall not be entitled to file an action or lawsuit or undertake any other legal proceeding against the defaulting party by reason of any such breaches of Indemnification Obligations. The provisions of this Section 10.5 shall survive the Closing. The limitations set forth in this Section 10.5 shall not apply to breaches of any covenants (other than the Indemnification Obligations), nor apply to the prorations pursuant to Article VI.

10.6 Limitation of Contributors' Liability. Subject to the limitations and other provisions of this Agreement, Contributors' total liability with respect to a breach of any of Property Owner's and/or Contributors' representations or warranties contained in this Agreement or in any document or instrument executed and delivered by Property Owner and/or Contributors at Closing or any breach of Contributors' Indemnification Obligations (other than the representations and warranties set forth in Sections 7.1.1, 7.1.2, 7.1.6, 7.1.7, 7.1.22 or the indemnification obligations under Sections 10.4.2 to the extent the same cover breaches of the representations and warranties under Sections 7.1.1, 7.1.2, 7.1.6, 7.1.7, or 7.1.22 [collectively, the "Unlimited Claims"]) is limited to $5,000,000 in the aggregate for all such breaches hereunder and all breaches of the comparable provisions of the Other Mall Contracts. In computing the aggregate amount of claims for the foregoing purpose, Property Owner's and Contributors' liability shall be in addition to the amount of any insurance proceeds and any

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indemnity, contribution or similar payment received by the Company or CBL/OP from any third party with respect thereto less expenses incurred by the Company or CBL/OP in collecting any such insurance proceeds and third party payments. The foregoing limitation on liability shall survive the Closing or any earlier termination of this Agreement and shall not diminish or otherwise affect CBL/OP's waivers and releases in Article IX of this Agreement.

10.7 Intentionally Omitted,

10.8 Limited Liability. CBL/OP hereby agrees that in no event or circumstance shall any of the members, partners, shareholders, employees, representatives, officers, directors, or agents of Property Owner, Property Owner's Property Manager or Contributors have any personal liability under this Agreement, or to any of CBL/OP's creditors, or to any other party in connection with the Property except that any members, partners, shareholders, officers, directors or agents of Property Owner who are also Contributors shall be fully liable for all Contributors' obligations and liabilities hereunder. Property Owner and Contributors hereby agrees that in no event or circumstance shall any of the members, partners, shareholders, employees, representatives, officers, directors, or agents of CBL/OP have any personal liability under this Agreement, or to any of Property Owner's creditors, or to any other party in connection with the Property.

Notwithstanding anything contained herein to the contrary, this Article X shall survive the Closing.

ARTICLE XI
CONDEMNATION/CASUALTY DAMAGE

11.1 Condemnation. If, prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to a "Material Portion" of the Land and Improvements (as defined below), and the same is not dismissed prior to the Closing Date, CBL/OP shall be entitled, as CBL/OP's sole remedy, to terminate this Agreement upon written notice to Property Owner (a) within 15 Business Days following notice by Property Owner to CBL/OP of such condemnation or the threatened condemnation or (b) on the Closing Date, whichever occurs first. If CBL/OP does not terminate this Agreement pursuant to the preceding sentence, CBL/OP shall be conclusively deemed to have elected to accept such condemnation and waives any right to terminate this Agreement as a result thereof. For purposes of this Section 11.1, a "Material Portion" shall mean that portion of the Land and Improvements which, if taken or condemned, would reduce the value of the Property by more than Two Million Dollars ($2,000,000). If CBL/OP elects to terminate this Agreement under this
Section 11.1, Escrow Agent or Property Owner, as applicable, shall return the Letter of Credit or the Deposit, as applicable, to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. If CBL/OP waives (or is deemed to have waived) the right to terminate this Agreement as a result of such a condemnation, then despite such condemnation, Property Owner and CBL/OP shall proceed to Closing in accordance with the terms of this Agreement with no reduction in the Total Consideration, and Property Owner shall assign to the Company at Closing, as part of the Intangible Property, all of Property Owner's right, title and

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interest in and to all proceeds resulting or to result from said condemnation and give a credit for any proceeds received prior to Closing.

11.2 Nonmaterial Condemnation. If, prior to Closing, a taking or condemnation relating to the Property has occurred, or is threatened, which is not described in Section 11.1 above, the Closing shall take place as provided in this Agreement with no reduction of the Total Consideration, and Property Owner shall assign to the Company at Closing, as part of the Intangible Property, all of Property Owner's right, title and interest in and to all proceeds resulting or to result from said condemnation and give a credit for any proceeds received prior to Closing.

11.3 Casualty Damage. If, prior to the Closing, any of the Improvements are damaged by fire or other casualty (collectively, "Casualty"), as promptly as possible after Property Owner learns of such Casualty, Property Owner shall deliver to CBL/OP written notice thereof ("Casualty Loss Notice") together with Property Owner's determination as to whether the damage constitutes a "Material Damage" (as defined below). For the purposes of this Section 11.3, "Material Damage" shall mean damage to the Improvements which is of such nature that the cost of restoring the Improvements to their condition prior to the Casualty will, in Property Owner's reasonable determination as provided in the Casualty Loss Notice, exceed Two Million Dollars ($2,000,000), whether or not such damage is covered by insurance. If, prior to the Closing, the Improvements sustain Material Damage by a Casualty, CBL/OP may, at CBL/OP's option, terminate this Agreement by delivering written notice thereof to Property Owner and Escrow Agent within the earlier of (a) 10 Business Days after CBL/OP's receipt of the Casualty Loss Notice or (b) the Closing Date. If the Improvements are damaged by a Casualty which is not a Material Damage, or if CBL/OP fails to deliver written notice of termination within the time period set forth hereinabove for a Material Damage, then: (i) the parties shall proceed to close this transaction in accordance with the terms of this Agreement; (ii) at the Closing, CBL/OP shall receive a credit against the Total Consideration in an amount equal to the deductible under Property Owner's casualty insurance policy plus the amount of any proceeds received by Property Owner prior to Closing to the extent the same exceed costs of restoration and repair expended by Property Owner; and (iii) Property Owner shall, as part of the Intangible Property, assign to CBL/OP all of Property Owner's rights in the resulting casualty insurance proceeds; provided, however, that in no event shall the sum of such credit for the deductible and the amount of the insurance proceeds assigned to CBL/OP pursuant to Clauses (ii) and (iii) hereinabove exceed the lesser of (1) the Total Consideration or (2) the cost to complete the repair of the Casualty following the Closing; provided, however, CBL/OP shall have no obligation to close with an assignment of casualty insurance proceeds unless Property Owner shall provide to CBL/OP a statement from the insurance company recognizing the casualty and the applicability of the insurance policy thereto and noting the insurance carrier's acknowledgement of the coverages set forth in the insurance policy to the particular casualty with no offsets, exclusions or denials of coverage and the assignability of the policy to the CBL/OP, and CBL/OP shall be reasonably satisfied that the insurance proceeds are adequate to restore the damage, and if Property Owner fails to provide such statement from the insurance company by the Closing Date, and Contributors are unwilling to escrow (on terms mutually satisfactory to the parties) the amount required to restore the damage, CBL/OP may elect to terminate this Agreement, by written notice to Property Owner. If CBL/OP elects to terminate this Agreement under this Section 11.3, Escrow Agent or Property Owner, as applicable, shall

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return the Letter of Credit or the
Deposit, as applicable, to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations.

ARTICLE XII
CBL/OP'S AND ELECTING CONTRIBUTORS' POST-CLOSING COVENANTS

12.1 CBL/OP's Post-Closing Covenants. In addition to any other covenant or agreement that is specifically stated in this Agreement as surviving the Closing, CBL/OP and the Electing Contributors agree to the following regarding certain post-Closing matters as set forth below:

12.1.1 Electing Contributors Allocation of Portion of CBL/OP's Debt; Allocations of Code Section 704(c) Tax Items; Certain Income Allocations.

(a) Electing Contributors Allocation of Portion of CBL/OP's Debt. CBL/OP and each Electing Contributor agree that subsequent to the Closing, each such Electing Contributor will be allocated for purposes of Code Section 752 (taking into account the Guarantees) an aggregate portion of CBL/OP's debt of not less than the amount specified on Schedule II representing each such Electing Contributor's negative tax basis at Closing and such allocation shall be maintained in such amount for a period of not less than twelve (12) years after the Closing Date, provided, however, that if CBL/OP determines that the aggregate portion of CBL/OP's debt that is allocable, or that will be allocable, to any Electing Contributor is less than the amount specified on Schedule II at any time after the Closing Date (a "Debt Shortfall"), for as long as such Electing Contributor (or any permitted transferee) continues to hold Partnership Interests, CBL/OP will offer such Electing Contributor (or permitted transferees of the Partnership Interests from such Electing Contributor ) the opportunity to make "bottom guarantees" under terms and conditions comparable to "bottom guarantees" offered to other partners of CBL/OP, provided further that such "bottom guarantees" shall be of no more than 33% of the indebtedness so guaranteed in an amount necessary to avoid current taxable income to such Electing Contributor, and the indebtedness so guaranteed shall be institutional or CMBS non-recourse indebtedness secured by first mortgages or deeds of trust on CBL-owned properties. If any Electing Contributor that receives Partnership Interests (or such transferees) declines to make such "bottom guarantees," CBL/OP shall have no further obligation to the party declining to make the "bottom guarantee" with respect to the Debt Shortfall. CBL/OP shall have no obligation under this Article 12 to any Electing Contributor (or any transferee thereof) from and after the date that such person disposes of its Partnership Interests, including, but not limited to, a sale of such Partnership Interests or a conversion of such Partnership Interests into CBL/REIT stock, nor shall CBL/OP have any liability to the estate of any such person that is a natural person following the death of such person.

Notwithstanding the above paragraph, CBL/OP and each Electing Contributor agree that for as long as the Closing Date Debt remains outstanding, each Electing Contributor will be allocated for purposes of Section 752 Closing Date Debt of not less than the such Electing Contributor's percentage interest of the Closing Date Debt (less any principal amortization) as indicated on Schedule I. For purposes hereof, CBL/OP agrees that it will not voluntarily prepay or otherwise accelerate the payment of the Closing Date Debt during the two year period following the Closing.

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Notwithstanding the elimination of any "debt protection" following the twelfth (12) anniversary of the Closing Date, in the event that thereafter any Electing Contributor or such Electing Contributor's successors and assigns shall desire to be advised as to CBL/OP's plans, if any, as to debt allocations and/or the debt related to the Shopping Center with respect to the tax treatment and impact thereof, such Electing Contributor or such Electing Contributor's successors and assigns may request, in writing, that CBL/OP advise it or them of any plans or planning that CBL/OP may have at that time. CBL/OP agrees to share such information with any such Electing Contributor or such Electing Contributor's successors and assigns if there are such plans or planning but any such Electing Contributor or such Electing Contributor's successors and assigns must agree to hold such information in strict confidence and not divulge such plans or planning to any third party other than such accountants or tax advisors that may be assisting such Electing Contributors or such Electing Contributor's successors and assigns. Such Electing Contributors' or its successors' and assigns' rights to request such plans or planning may be made no more frequently than once per calendar quarter and the failure of CBL/OP to respond to such requests shall not be deemed a default under this Agreement.

Additionally, following the twelfth (12) anniversary of the Closing Date, CBL/OP shall reasonably offer bottom guarantees to each Electing Contributor on terms similar to those provided to other then existing partners of CBL/OP.

(b) Allocations of Code Section 704(c) Tax Items. Each Electing Contributor and CBL/OP agree that the tax items under Section 704(c) of the Code (the "704(c) Tax Items") with respect to the Shopping Center following the Closing Date shall be allocated by CBL/OP according to the "traditional method" with back-end curative allocations upon a sale of the Shopping Center as such methods and procedures are outlined in Section 704(c) of the Code and the regulations promulgated thereunder.

(c) Certain Income Allocations. Each Electing Contributor and CBL/OP agree that CBL/OP shall allocate taxable income to such Electing Contributor in each fiscal year in an amount equivalent to the cash distributions made to such Electing Contributor in respect of its Partnership Interests during such fiscal year of CBL/OP (i.e., "income to follow cash"). Each Electing Contributor and CBL/OP also agree that except for the allocations of the 704(c) Tax Items referenced in Paragraph 12.1.1(b) above and the income allocations referenced herein and as modified by the next-following sentence of this Paragraph 12.1.1(c), the Partnership Interests of such Electing Contributor shall be treated, for all other purposes of allocations of income, gain, loss, deduction or credit, in the same manner as the other Common Units of CBL/OP as "Common Units" are defined in CBL/OP's Partnership Agreement. Notwithstanding the preceding sentence but except for the allocations of the 704(c) Tax Items referenced in Paragraph 12.1.1(b) above, each Electing Contributor shall be allocated income and/or gain for a fiscal year of CBL/OP in excess of the cash distributions that such Electing Contributor has received from CBL/OP for such fiscal year if and only if (i) all other Common Unit holders of CBL/OP have received an income and/or gain allocation equivalent to the cash distributions that such other Common Unit holders received from CBL/OP for such fiscal year, and (ii) such allocation of income and/or gain to such Electing Contributor is in an amount equivalent to such Electing Contributor's pro rata portion, based on such Electing Contributor's Partnership Interest, of the aggregate of the income and/or gain remaining after the other Common Unit

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holders have been allocated income and/or gain in an amount equivalent to the cash distributions that they received for such fiscal year.

(d) Book Up of Other Assets. CBL/OP will adjust the values of its other real properties as of the Closing Date to equal their respective fair market values for book purposes under the principles of Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, and will account for the resulting disparity between the adjusted tax bases and book values of such real properties under the principles of Section 704(c) of the Code, using the traditional method as such method is outlined in Section 704(c) of the Code and the regulations promulgated thereunder.

(e) Distribution Deferral. At the election of Electing Contributors, the amendment to the CBL/OP Partnership Agreement which the parties adopt at Closing to effectuate the terms of this Contribution Agreement shall include provisions similar to those set forth in Paragraphs 10 and 11 of the First Amendment to the Partnership Agreement (limiting dividends for 2 years to meet the safe-harbor requirements of Section 1.707-4 of the Treasury Regulations). Any amount by which a dividend during such 2 year period is limited (reduced) shall be deferred and paid to Electing Contributors within two (2) months of the end of such two year period.

12.1.2 Resale Restriction Agreement. CBL/OP agrees not to resell or transfer the Shopping Center until the twelfth (12th) anniversary of the Closing Date other than in a nonrecognition transaction in which no gain or loss is recognized (as described in Treasury Regulation Section 1.704-3(a)(8)). The foregoing limitation shall not be interpreted as restricting (i) a sale pursuant to a deed in lieu of condemnation given by CBL/OP under the genuine threat of imminent condemnation, (ii) a condemnation of substantially all of the Shopping Center or
(iii) the substantial destruction of substantially all of the Shopping Center as a result of fire of other casualty if CBL/OP elects in good faith not to restore the Shopping Center (it being agreed that a requirement by CBL/OP's then lender to use such insurance proceeds to pay down the debt encumbering the Property shall be deemed that CBL/OP has acted in good faith by electing not to restore the Shopping Center); provided however that CBL/OP will use commercially reasonable efforts to reinvest proceeds arising from events described in (i),
(ii) or (iii) in a manner that satisfies the requirements of Code Section 1033. In addition, CBL/OP shall have no obligation under this Article 12 to any Electing Contributor (or transferees of Partnership Interests from any such Electing Contributor) from and after the date that such person disposes of its Partnership Interests in a taxable transaction, including, but not limited to, a sale of such Partnership Interests or a conversion of such Partnership Interests into CBL/REIT stock, nor shall CBL/OP have any liability to the estate of any such person that is a natural person following the death of such person. Notwithstanding the foregoing prohibition on a taxable transfer or sale of the Shopping Center, CBL/OP may sell or otherwise dispose of the Shopping Center or interests therein in a taxable transaction if it agrees to pay the Electing Contributors who hold Partnership Interests as of the date of such sale or disposition an amount equal to the "Make Whole Amount." The term "Make Whole Amount" shall mean an amount intended to compensate such Electing Contributors on an after-tax basis for the federal and state income taxes imposed with respect to the gain allocable to such Electing Contributors under Section 704(c) of the Code (or any successor thereto) as a result of such sale or other taxable transaction.

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12.1.3 Contributors' Tax Positions. Notwithstanding any provision to the contrary stated in this Agreement and except as set forth in Paragraphs 12.1.1 and 12.1.2 above, CBL/OP shall have no obligation, liability, responsibility or duty with respect to any tax position, tax structure, tax positions on any financing or refinancing transactions (including any cash distributions and/or any guarantees of debt resulting from such financing or refinancing transaction), or other tax matters (state or federal) regarding Contributors and/or the Shopping Center, other than real property taxes, with respect to positions taken by Contributors prior to or in conjunction with the Closing. Contributors agree to indemnify and hold harmless CBL/OP and its Affiliates with respect to any such matters. It is the express intent of the parties hereto that CBL/OP's obligations with respect to the tax positions of Contributors are specifically limited to Paragraphs 12.1.1 and 12.1.2 of this Agreement.

12.2 Contributors' Post-Closing Covenants. In addition to any other covenant or agreement that is specifically stated in this Agreement as surviving the Closing, (i) the Contributors agree to continue the legal existence of Property Owner, in good standing, until at least the first anniversary of the Closing Date, and (ii) CBL/OP agrees to retain or make (at the request of any Contributor) for itself and any subsidiary entity through which it owns the Property (including any intermediate holding entities) an election under Code
Section 754. The provisions of this Section 12.2 shall survive the Closing.

ARTICLE XIII
MISCELLANEOUS

13.1 Entire Agreement. This Agreement contains the entire agreement of the parties hereto. There are no other agreements, oral or written, and this Agreement can be amended only by written agreement signed by the parties hereto, and by reference made a part hereof. Notwithstanding the foregoing, the Contributors hereby agree that effective as of the date hereof, the Contributor Representative shall have the power and authority to negotiate, execute and deliver, in the Contributor Representative's discretion, any amendments to this Agreement on behalf of the Contributors and that any amendments to this Agreement executed by the Contributor Representative shall be deemed to have been executed by the Contributors.

13.2 CBL/REIT Board Approval; Agreement Binding on Parties. The effectiveness of this Agreement is subject to the approval of the Board of Directors of CBL/REIT within 72 hours following execution thereof by CBL/OP. Subject only to such Board approval, this Agreement, and the terms, covenants, and conditions contained herein, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. CBL/OP may assign CBL/OP's rights under this Agreement only upon the following conditions: (a) the assignee of CBL/OP must be an entity which is directly owned or controlled by CBL/OP; (b) the Deposit must have been delivered to Escrow Agent in accordance with Section 3.2.1 above; (c) CBL/OP shall remain primarily liable for the performance of CBL/OP's obligations under this Agreement; and (d) the assignee must expressly assume in writing all of CBL/OP's obligations under this Agreement, and CBL/OP shall deliver to Property Owner and Contributors a copy of the fully executed written assignment and assumption agreement between CBL/OP and such assignee at or before the Closing.

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13.3 Notice. Any notice, communication, request, reply or advice (collectively, "Notice") provided for or permitted by this Agreement to be made or accepted by either party must be in writing. Notice may, unless otherwise provided herein, be given or served (a) by delivering the same to such party, or an agent of such party, in person or by commercial courier, (b) by facsimile transmission, evidenced by confirmed receipt and concurrently followed by a "hard" copy of same delivered to the party by personal delivery or overnight delivery pursuant to Clauses (a) or (c) hereof, or (c) by depositing the same into custody of a nationally recognized overnight delivery service such as Federal Express, Overnight Express or Airborne Express. Notice given in any manner shall be effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. of any Business Day with delivery made after such hours to be deemed received the following Business Day. For the purposes of notice, the addresses of Contributors, CBL/OP, Escrow Agent and the Title Company shall, until changed as hereinafter provided, be as set forth in Article I. The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least 5 days written notice to the other party. Notwithstanding anything to the contrary contained in this Section 13.3 or elsewhere in this Agreement, any Notice required to be delivered to one or more of the Contributors under this Agreement, shall be deemed given to such Contributors if such Notice was delivered, in lieu thereof, to the Contributor Representative in compliance with method of delivery under this Section 13.3.

13.4 Time of the Essence. Time is of the essence in all things pertaining to the performance of this Agreement.

13.5 Governing Law. This Agreement shall be construed in accordance with the laws of the state of Illinois.

13.6 Currency. All dollar amounts are expressed in United States currency.

13.7 Section Headings. The section and article headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof.

13.8 Business Days. If any date or any period provided for in this Agreement shall end on a Saturday, Sunday or legal holiday, the applicable date or period shall be extended to the first Business Day following such Saturday, Sunday or legal holiday.

13.9 No Recordation. Without the prior written consent of Property Owner, there shall be no recordation of either this Agreement or any memorandum hereof or any affidavit pertaining hereto, and any such recordation of this Agreement or memorandum hereof or affidavit pertaining hereto by CBL/OP without the prior written consent of Property Owner shall constitute a material default hereunder by CBL/OP, whereupon this Agreement shall, at the option of Property Owner, terminate and be of no further force and effect. Upon such termination, the Letter of Credit or the Deposit, as applicable, shall be immediately delivered to Property Owner or Property Owner shall retain the Deposit, as the case may be, whereupon neither CBL/OP, Property Owner nor Contributors shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations.

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13.10 Multiple Counterparts; Facsimile. This Agreement may be executed in multiple counterparts (each of which is to be deemed original for all purposes). The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon so long as such signature page is attached to any other counterpart of this Agreement identical thereto except having additional signature pages executed by the other parties to this Agreement attached thereto. CBL/OP, Property Owner and Contributors agree that the delivery of an executed copy of this Agreement by facsimile shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Agreement had been delivered.

13.11 Severability. If any provision of this Agreement or application to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

13.12 Limitations on Benefits. It is the explicit intention of CBL/OP, Property Owner and Contributors that no person or entity other than CBL/OP, Property Owner and Contributors and their permitted successors and assigns is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, CBL/OP, Property Owner and Contributors or their respective successors and assigns as permitted hereunder. Nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted, as making any third party (including Property Owner's Property Manager, Property Owner's Broker, CBL/OP's lender, any Anchor Store or any Tenant) a beneficiary of any term or provision of this Agreement or any instrument or document delivered pursuant hereto, and CBL/OP and Property Owner and Contributors expressly reject any such intent, construction or interpretation of this Agreement.

13.13 Interpretation. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in Article I above and have the meanings assigned to them in Article I above and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other genders; (b) references herein to "Articles," "Sections," subsections, paragraphs and other subdivisions without reference to a document are to designated Articles, Sections, subsections, paragraphs and other subdivisions of this Agreement; (c) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions; (d) the words "hereof," "herein," "thereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision; (e) the word "including" or "includes" means "including, but not limited to" or "includes but is not limited to"; (f) the words "approval," "consent" and "notice" shall be deemed to be preceded by the word "written"; (g) any reference to this Agreement or any Exhibits hereto and any other instruments, documents and agreements shall include this Agreement, Exhibits and other instruments, documents and agreements as originally executed or existing and as the same may from time to time be supplemented, modified or amended; and (h) unless otherwise specifically provided, all references in this Agreement to a number of days shall mean calendar days rather than Business Days and (i) "Business

65

Days" shall
mean any day other than a Saturday, a Sunday or a Federal holiday on which banks are closed for business in New York, New York.

13.14 Further Actions. CBL/OP and Property Owner and Contributors shall execute or cause to be executed all such instruments or agreements as may be reasonably necessary in order to carry out the purpose of this Agreement, and each party shall do all other acts reasonably necessary or reasonably requested by the other to carry out the intent and purpose of this Agreement.

13.15 No Other Inducements. The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

13.16 Participation in Drafting. The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Property Owner and Contributors and CBL/OP each acknowledge that they participated equally in the drafting of this Agreement and, accordingly, no court construing this Agreement shall construe it more stringently against one party than any other.

13.17 Exhibits. Exhibit A through Exhibit AA and Schedules I, II, 3.3 and 7.1 are incorporated herein by reference.

13.18 No Partnership/Fiduciary Relationship. The parties acknowledge and agree that the relationship created by this Agreement between Property Owner and Contributors and CBL/OP is one of contract only, and that no partnership, joint venture or other fiduciary or quasi-fiduciary relationship is intended or in any way created hereby, except after Closing by way of Contributors' status as a limited partner of CBL/OP as a result of the issuance of the K-SCUs.

13.19 Conditional Delivery. The submission by Property Owner and Contributors to CBL/OP of this Agreement in unsigned form shall be deemed to be a submission solely for CBL/OP's consideration and not for acceptance and execution. Neither such submission of this Agreement by Property Owner and Contributors to CBL/OP nor any course of conduct between CBL/OP and Property Owner and Contributors nor any actions undertaken or sums expended by CBL/OP shall confer any option or other right upon CBL/OP or impose any obligation upon Property Owner and Contributors irrespective of any reliance thereon, change of position or partial performance. The submission by Property Owner and Contributors of this Agreement for execution by CBL/OP and the actual execution and delivery thereof by CBL/OP to Property Owner and Contributors shall similarly have no binding force and effect on Property Owner and Contributors unless and until Property Owner and Contributors have executed and delivered a counterpart of this Agreement to CBL/OP and the Deposit has been actually received by Escrow Agent.

13.20 Survival. Except as expressly provided in this Agreement, the representations, warranties and covenants set forth in this Agreement shall not survive the Closing and shall be merged into the Special Warranty Deed and other instruments and conveyances delivered at the Closing.

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13.21 Public Disclosure. Prior to Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the form approved by CBL/OP and Property Owner and their respective counsel.

13.22 Appointment of Contributor Representative. From and after the date hereof, the Contributors hereby irrevocably appoint Jack Fingersh as the true and lawful agent, attorney-in-fact and representative for the Contributors for the purposes of consummating the transactions contemplated under this Agreement (the "Contributor Representative"). The Contributor Representative shall have the power and authority, on behalf of the Contributors, to act in the all of the Contributors' name, place and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Contributor Representative shall, in its reasonable discretion, deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power to execute and deliver all ancillary agreements, certificates and documents and to receive all Notices and service of process on behalf of the Contributors in connection with any claims or matters under this Agreement, including, without limitation, the Closing Statement required by Section 5.4.7, the Updated Lease Schedule/Rent Roll and Contributor Closing Certificate required by Section 5.4.16, and the other documents contemplated by Section 5.4.20 (excluding the documents required to by delivered by the Contributors under Sections 5.4.4 and 5.4.8).

[END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES]

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

PROPERTY OWNER: BMJ DEVELOPMENT, LIMITED PARTNERSHIP

a Delaware limited partnership

By: CWB Associates, Inc., general partner

By:              /s/ Paul Copaken____________________
Name:                 Paul Copaken___________________
Title:                       President_______________

By: FFC, Inc., general partner

By:              /s/ Jack Fingersh___________________
Name:                 Jack Fingersh__________________
Title:                     President_________________

By: Blitt Management, Inc., general partner

                         By:                  /s/ Irvin Blitt_________________
                         Name:                      Irvin Blitt_______________
                         Title:                        President______________
CONTRIBUTORS:   CONTRIBUTOR SIGNATURE PAGES ARE CONTAINED ON SCHEDULE I
                ATTACHED HERETO

CBL/OP: CBL & ASSOCIATES LIMITED PARTNERSHIP
a Delaware limited partnership

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

By:              /s/ Stephen D. Lebovitz_____________
     ------------------------------------------------
Name:              Stephen D. Lebovitz_______________
      -----------------------------------------------
Title:                        President______________
       ----------------------------------------------

[SIGNATURE PAGE TO
AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS]

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PROPERTY OWNER'S PROPERTY MANAGER'S EXECUTION:

The undersigned, being Property Owner's Property Manager of the Property, as such terms are defined in this Agreement, executes this Agreement for the sole and exclusive purposes of (i) noting the undersigned's agreement to comply with any provision or term of this Agreement (A) requiring Property Owner's Property Manager to assign or transfer rights or interests to CBL/OP and execute certain documents and instruments at Closing and/or (B) requiring Property Owner's Property Manager to do any other act or thing under this Agreement or refrain from any act, with the undersigned acknowledging that it and/or its affiliate(s) and/or equity owners shall receive other consideration sufficient to provide adequate consideration to the undersigned for any transfers or assignments or such acts or agreements by Property Owner's Property Manager hereunder; (ii) noting Property Owner's Property Manager's acknowledgement that except for amounts payable by CBL/OP or the Company pursuant to Section 6.8, it has received or shall receive at Closing full and complete payment from Property Owner for any and all sums that are due and owing to Property Owner's Property Manager with respect to any aspect of the Property or its operations; (iii) noting the undersigned's waiver of any lien or right to any lien with respect to the Property for any services rendered or to be rendered by Property Owner's Property Manager or for any claim that Property Owner's Property Manager may have against the Property or Property Owner; and (iv) noting the undersigned's acknowledgement and agreement that the Management Agreement, as defined herein, shall terminate on or prior to the date of Closing. Executed to be effective as of the date first above written.

COPAKEN, WHITE & BLITT, LLC.

By:    /s/ Troy Marquis
_______________________________________
Name: Troy Marquis
Title: Administrative Manager

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JOINDER BY ESCROW HOLDER

FIDELITY NATIONAL TITLE COMPANY, referred to in this Agreement as the "Escrow Holder," hereby acknowledges that on the 17th day of October, 2005, it received this Agreement executed and delivered by CBL/OP, Property Owner and the Contributors, and accepts
the obligations of and instructions for the Escrow Holder as set forth herein. Upon receipt thereof, the Escrow Holder hereby agrees to hold and distribute the Letter of Credit or Deposit, as applicable, in accordance with the terms and provisions of this Agreement.

Dated: October 17 , 2005

FIDELITY NATIONAL TITLE COMPANY

By:                   /s/ Shawn A. Tidwell____________
       -----------------------------------------------
      Name:           Shawn A. Tidwell________________
            ------------------------------------------
      Title:                Vice President____________
               ---------------------------------------

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SCHEDULE I

CONTRIBUTOR INFORMATION

TO BE ATTACHED

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                               TABLE OF CONTENTS                                                                PAGE


ARTICLE I             CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS.............................................2

ARTICLE II            CONTRIBUTION...............................................................................7

         2.1      Agreement to Contribute the LLC Interests......................................................7

         2.2      Excluded Property..............................................................................8

         2.3      Other Mall Contribution Agreements.............................................................8

                  2.3.1    Definitions of other Malls and Purchase Agreements....................................8

                  2.3.2    Other Mall Contracts; Cross Default; Cross Termination................................8

ARTICLE III           TOTAL CONSIDERATION........................................................................9

         3.1      Total Consideration............................................................................9

         3.2      K-SCUs.........................................................................................9

         3.3      Informational Materials.......................................................................10

         3.4      Registration Rights...........................................................................11

         3.5      Delivery of Deposit...........................................................................11

         3.6      Disposition of Deposit........................................................................11

         3.7      Cash Consideration Payment....................................................................11

ARTICLE IV            INSPECTION AND TITLE REVIEW...............................................................12

         4.1      CBL/OP's Inspections..........................................................................12

                  4.1.1    Inspections, Tests and Studies.......................................................12

                  4.1.2    CBL/OP's Delivery of Information to Property Owner...................................12

                  4.1.3    Tenant and Governmental Authority Inquiries..........................................12

         4.2      Document Review...............................................................................13

                  4.2.1    Property Records.....................................................................13

                  4.2.2    Excluded Documents...................................................................13

                  4.2.3    Proprietary Information..............................................................14

                  4.2.4    Return of Property Records...........................................................14

                  4.2.5    No Representation or Warranty By Property Owner......................................14

                  4.2.6    Remedies.............................................................................14

         4.3      Title.........................................................................................14

                  4.3.1    Title Documents......................................................................14

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                  4.3.2    Review of Title......................................................................15

                  4.3.3    Additional Title Objections..........................................................16

                  4.3.4    Voluntary Title Encumbrances.........................................................17

                  4.3.5    Use of Total Consideration to Discharge Liens........................................17

                  4.3.6    Title Policy.........................................................................17

                  4.3.7    Permitted Exceptions.................................................................18

         4.4      Inspection Obligations........................................................................19

                  4.4.1    CBL/OP's Responsibilities............................................................19

                  4.4.2    CBL/OP's Indemnity...................................................................20

                  4.4.3    CBL/OP's Insurance...................................................................20

         4.5      Intentionally omitted.........................................................................20

         4.6      CBL/OP Deliveries Upon Termination............................................................20

         4.7      Cancellation of Service Contracts.............................................................20

ARTICLE V             ESCROW AND CLOSING........................................................................21

         5.1      Escrow........................................................................................21

                  5.1.1    Opening of Escrow....................................................................21

                  5.1.2    Escrow Instructions..................................................................22

                  5.1.3    Closing..............................................................................22

                  5.1.4    Closing Date.........................................................................22

         5.2      Conditions Precedent to the Closing for the Benefit of CBL/OP.................................22

                  5.2.1    Intentionally omitted................................................................22

                  5.2.2    Intentionally omitted................................................................22

                  5.2.3    Property Owner's and Contributors' Deliveries........................................22

                  5.2.4    Representations and Warranties.......................................................22

                  5.2.5    Covenants............................................................................23

                  5.2.6    Tenant and Anchor Store Estoppel Certificates........................................23

                  5.2.7    Condemnation or Casualty.............................................................24

                  5.2.8    Title Policy.........................................................................24

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         5.2.9    Lender Approval......................................................................24

         5.2.10   Company LLC Agreement................................................................24

         5.2.11   Closing Date Debt....................................................................24

         5.2.12   Simultaneous Closings Under Other Mall Contracts.....................................24

5.3      Conditions Precedent to the Closing for the Benefit of Contributors...........................25

         5.3.1    CBL/OP's Deliveries..................................................................25

         5.3.2    Intentionally omitted................................................................25

         5.3.3    Covenants............................................................................25

         5.3.4    Title Policy.........................................................................25

         5.3.5    Representations and Warranties.......................................................25

         5.3.6    Company LLC Agreement................................................................26

         5.3.7    Closing Date Debt....................................................................26

         5.3.8    Simultaneous Closings Under Other Mall Contracts.....................................26

5.4      Property Owner's/Contributors' Deliveries.....................................................26

         5.4.1    Special Warranty Deed................................................................26

         5.4.2    Tenant Lease Assignment..............................................................26

         5.4.3    Bill of Sale and General Assignment..................................................27

         5.4.4    Non-Foreign Certificate..............................................................27

         5.4.5    Tenant Notices.......................................................................27

         5.4.6    Estoppels............................................................................27

         5.4.7    Closing Statement....................................................................27

         5.4.8    Authority............................................................................27

         5.4.9    Property Manager's Estoppel..........................................................27

         5.4.10   Intentionally Omitted................................................................27

         5.4.11   Operating Agreement Assignment.......................................................27

         5.4.12   Ground Lease Assignment..............................................................28

         5.4.13   Original Documents...................................................................28

         5.4.14   Possession...........................................................................28

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                  5.4.15   Contract Termination.................................................................28

                  5.4.16   Updated Lease Schedule/Rent Roll; Contributors Closing Certificate...................28

                  5.4.17   Assignment of LLC Interests..........................................................28

                  5.4.18   Partnership Interest Acknowledgement.................................................28

                  5.4.19   Owner's Affidavit....................................................................28

                  5.4.20   Other Documents......................................................................28

         5.5      Existing Property Owner Debt..................................................................29

         5.6      CBL/OP's Deliveries...........................................................................29

                  5.6.1    Funds................................................................................29

                  5.6.2    Partnership Interests................................................................29

                  5.6.3    CBL/OP Partnership Agreement.........................................................29

                  5.6.4    Closing Statement....................................................................29

                  5.6.5    CBL/OP Closing Certificate...........................................................29

                  5.6.6    Authority............................................................................29

                  5.6.7    Other Documents......................................................................29
         5.7      Closing Date Debt.............................................................................29

         5.8      Closing Costs.................................................................................30

                  5.8.1    Contributors' Closing Costs..........................................................30

                  5.8.2    CBL/OP's Closing Costs...............................................................30

                  5.8.3    General Allocation...................................................................30

         5.9      Real Estate Commissions.......................................................................30

         5.10     Real Estate Reporting Person..................................................................31

         5.11     Post-Closing Access to Records................................................................31

         5.12     SEC Reporting Requirements....................................................................31

ARTICLE VI            PRORATIONS................................................................................32

         6.1      General.......................................................................................32

         6.2      Real Estate Taxes.............................................................................32

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         6.3      Operating Expenses............................................................................33

         6.4      Rentals.......................................................................................33

                  6.4.1    Certain Defined Terms................................................................33

                  6.4.2    General..............................................................................34

                  6.4.3    Overage Rents........................................................................34

                  6.4.4    Percentage Rentals...................................................................35

         6.5      Delinquent Rentals............................................................................36

         6.6      Security Deposits.............................................................................36

         6.7      Anchor Store Payments.........................................................................37

         6.8      Tenant Installation Expenses..................................................................38

         6.9      Adjustment Procedure..........................................................................39

         6.10     Gift Certificates.............................................................................40

         6.11      Operating Reserve............................................................................40

ARTICLE VII           REPRESENTATIONS AND WARRANTIES............................................................40

         7.1      Representations and Warranties of Property Owner and Contributors.............................40

                  7.1.1    Power and Authority of Property Owner................................................40

                  7.1.2    Power and Authority of Contributors..................................................41

                  7.1.3    Ownership of the Equity Interests....................................................41

                  7.1.4    [Intentionally Omitted]..............................................................41

                  7.1.5    Deliveries at Closing................................................................41

                  7.1.6    Requisite Action.....................................................................42

                  7.1.7    Individuals Authority................................................................42

                  7.1.8    Tenant Leases........................................................................42

                  7.1.9    Contracts............................................................................42

                  7.1.10   Pending Actions......................................................................43

                  7.1.11   Governmental/Insurance Notices.......................................................43

                  7.1.12   Condemnation/Rezoning................................................................43

                  7.1.13   Environmental Law Violations.........................................................43

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                  7.1.14   Lease Brokerage......................................................................43

                  7.1.15   No Violations........................................................................43

                  7.1.16   Operating Agreement..................................................................44

                  7.1.17   Taxes................................................................................44

                  7.1.18   Financial/Operating Statements.......................................................44

                  7.1.19   Delivery of Environmental Reports and Property Condition Reports.....................44

                  7.1.20   Adjacent Property....................................................................45

                  7.1.21   Employees............................................................................45

                  7.1.22   The Company..........................................................................45

         7.2      Definition of Property Owner's Knowledge......................................................45

         7.3      Survival Period...............................................................................46

         7.4      Third Party Information.......................................................................46

         7.5      CBL/OP's Knowledge............................................................................47

         7.6      Representations and Warranties of CBL/OP......................................................47

                  7.6.1    Legal Power..........................................................................47

                  7.6.2    Duly Authorized......................................................................47

                  7.6.3    Requisite Action.....................................................................47

                  7.6.4    Individuals Authority................................................................47

ARTICLE VIII          OPERATING COVENANTS.......................................................................48

         8.1      Insurance.....................................................................................48

         8.2      Operation of Property.........................................................................48

         8.3      Capital Improvements..........................................................................48

         8.4      Leasing.......................................................................................48

         8.5      New Contracts.................................................................................49

         8.6      Liens.........................................................................................49

         8.7      Tenant Lease Defaults; Operating Agreement Defaults...........................................49

         8.8      Transfers.....................................................................................49

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         8.9      Litigation....................................................................................50

         8.10     Schedule and Exhibit Updates..................................................................50

         8.11     Company Assets and Liabilities................................................................50

         8.12     Employees of the Property Owner...............................................................50

ARTICLE IX            "AS-IS" SALE..............................................................................50

         9.1      Disclaimer of Representations and Warranties by Property Owner and Contributors...............50

         9.2      Sale "As Is"..................................................................................51

         9.3      CBL/OP Acknowledgments........................................................................52

         9.4      CBL/OP Represented by Counsel.................................................................52

         9.5      CBL/OP's Release of Property Owner and Contributors...........................................52

                  9.5.1    Property Owner and Contributors Released From Liability..............................52

                  9.5.2    Claims Under Environmental Laws......................................................53

                  9.5.3    Survival.............................................................................54

ARTICLE X             REMEDIES..................................................................................54

         10.1     Liquidated Damages; Property Owner's/Contributors' Remedies...................................54

         10.2     CBL/OP's Remedies.............................................................................54

         10.3     Attorneys' Fees...............................................................................55

         10.4     Mutual Post-Closing Indemnities...............................................................55

                  10.4.1   Definition of Losses.................................................................55

                  10.4.2   Contributors' Indemnity..............................................................55

                  10.4.3   Sources for Satisfaction of Contributors' Indemnity..................................56

                  10.4.4   CBL/OP's Indemnity...................................................................56

         10.5     Minimum Amount Requirement for Damages........................................................57

         10.6     Limitation of Contributors' Liability.........................................................57

         10.7     Limitation of CBL/OP's Liability..............................................................57

         10.8     Limited Liability.............................................................................58

ARTICLE XI            CONDEMNATION/CASUALTY DAMAGE..............................................................58

         11.1     Condemnation..................................................................................58

-vii-

78

                               TABLE OF CONTENTS                                                                PAGE


         11.2     Nonmaterial Condemnation......................................................................58

         11.3     Casualty Damage...............................................................................59

ARTICLE XII           CBL/OP'S AND ELECTING CONTRIBUTORS' POST-CLOSING COVENANTS................................60

         12.1     CBL/OP's Post-Closing Covenants...............................................................60

                  12.1.1   Electing Contributors Allocation of Portion of CBL/OP's Debt; Allocations of Code Section 704(c)
                           Tax Items; Certain Income Allocations................................................60
                  12.1.2   Resale Restriction Agreement.........................................................62

                  12.1.3   Contributors' Tax Positions..........................................................63

         12.2     Contributors' Post-Closing Covenants..........................................................63

ARTICLE XIII          MISCELLANEOUS.............................................................................63

         13.1     Entire Agreement..............................................................................63

         13.2     CBL/REIT Board Approval; Agreement Binding on Parties.........................................63

         13.3     Notice........................................................................................63

         13.4     Time of the Essence...........................................................................64

         13.5     Governing Law.................................................................................64

         13.6     Currency......................................................................................64

         13.7     Section Headings..............................................................................64

         13.8     Business Days.................................................................................64

         13.9     No Recordation................................................................................64

         13.10    Multiple Counterparts; Facsimile..............................................................64

         13.11    Severability..................................................................................65

         13.12    Limitations on Benefits.......................................................................65

         13.13    Interpretation................................................................................65

         13.14    Further Actions...............................................................................65

         13.15    No Other Inducements..........................................................................66

         13.16    Participation in Drafting.....................................................................66

         13.17    Exhibits......................................................................................66

-viii-

79

                      TABLE OF CONTENTS                                                                PAGE


13.18    No Partnership/Fiduciary Relationship.........................................................66

13.19    Conditional Delivery..........................................................................66

13.20    Survival......................................................................................66

13.21    Public Disclosure.............................................................................66

13.22    Appointment of Contributor Representative.....................................................66

EXHIBITS AND SCHEDULES

Schedule I     -     Contributor Information
Schedule II    -     Existing Property Owner Debt
Schedule 3.3   -     Informational Materials
Schedule 7.1   -     Disclosure Schedule

Exhibit A      -     Legal Description of Land
Exhibit B      -     Tenant Estoppel Certificate
Exhibit C      -     Special Warranty Deed
Exhibit D      -     Assignment and Assumption of Leases
Exhibit E      -     Bill of Sale and General Assignment
Exhibit F      -     Federal Transferor's Certificate of Non-Foreign
                        Status
Exhibit G      -     Tenant Notification Letter
Exhibit H      -     Intentionally Omitted
Exhibit I      -     Lease Schedule/Rent Roll
Exhibit J      -     List of Service Agreements to be Assumed
Exhibit K      -     Assignment and Assumption of Operating Agreement
Exhibit L      -     Description of Partnership Interests (K-SCUs)
Exhibit M      -     Assignment of LLC Interests
Exhibit N      -     Acknowledgement Regarding Issuance of Partnership
                       Interest and Assumption of Partnership
                       Agreement
Exhibit O      -     Registration Rights Agreement
Exhibit P      -     Evidence of Authority
Exhibit Q      -     Letter of Credit
Exhibit R      -     Intentionally Omitted
Exhibit S      -     Owner's Affidavit
Exhibit T      -     Non-Imputation Affidavit
Exhibit U      -     Assignment and Assumption of Ground Lease
Exhibit V      -     Term of Guarantees
Exhibit W      -     Pending Transactions
Exhibit X      -     Election Notice
Exhibit Y      -     Investor Questionnaire
Exhibit Z      -     List of Service Contracts

-xi-

80

Exhibit AA Indemnity Escrow Agreement

Defined Term                                                                                                   Page
"Assignment.......................................................................................................1
"Real Property....................................................................................................1
Accountants......................................................................................................31
Additional Title Objection.......................................................................................16
Additional Title Objections......................................................................................16
Agreement......................................................................................................1, 2
ALTA Survey......................................................................................................15
Anchor Store Payments............................................................................................37
Applicable Anchor Store Payment Year.............................................................................37
Applicable Overage Rent Year.....................................................................................34
Appurtenances.....................................................................................................2
Assignee....................................................................................................1, 2, 1
Assignment........................................................................................................1
Assignment and Assumption of Tenant Leases.......................................................................27
Assignor....................................................................................................1, 2, 1
Base Rents.......................................................................................................33
Books and Records..............................................................................................4, 2
Business Days....................................................................................................66
Cash Consideration................................................................................................6
CBL/OP............................................................................................................1
CBL/OP Closing Certificate.......................................................................................26
CBL/OP Closing Conditions........................................................................................22
CBL/OP Parties...................................................................................................46
CBL/OP Partnership Agreement......................................................................................6
CBL/OP Partnership Agreement Amendment............................................................................6
CBL/OP's Additional Title Objection Notice.......................................................................16
CBL/OP's Address..................................................................................................4
CBL/OP's Information.............................................................................................12
CBL/OP's Surviving Obligations...................................................................................16
CBL/OP's Title Objection Notice..................................................................................15
CBL/REIT.........................................................................................................10
Claims...........................................................................................................20
Closing..........................................................................................................22
Closing Date......................................................................................................4
Closing Date Debt"................................................................................................6
Closing Statement................................................................................................39
Code..............................................................................................................6
Commission.......................................................................................................31
Company........................................................................................................1, 2
Company LLC Agreement.............................................................................................6

-x-

81

Defined Term                                                                                                   Page
Contribution Agreement............................................................................................2
Contributor.......................................................................................................2
Contributor Condition Precedent..................................................................................25
Contributor Representative.......................................................................................67
Contributors......................................................................................................1
Delinquent Rentals...............................................................................................36
Disclosure Schedule..............................................................................................41
Effective.........................................................................................................1
Effective Date....................................................................................................1
Electing Contributor..............................................................................................9
Election Amount..................................................................................................10
Election Notice...................................................................................................9
Environmental Laws...............................................................................................53
Escrow...........................................................................................................21
Escrow Agent......................................................................................................6
Excluded Documents............................................................................................13, 3
Excluded Property.................................................................................................2
Existing Environmental Reports...................................................................................44
Existing Property Owner Debt.....................................................................................29
Final Approval Date...............................................................................................4
FIRPTA Certificate...............................................................................................27
Grantee...........................................................................................................1
Grantor...........................................................................................................1
Ground Lease......................................................................................................2
Ground Lease Assignment..........................................................................................28
Hazardous Substances.............................................................................................53
Improvements......................................................................................................2
Informational Materials..........................................................................................10
Intangible Property............................................................................................2, 1
K-SCU Amount......................................................................................................6
K-SCUs.........................................................................................................6, 2
Land...........................................................................................................2, 1
Laws.............................................................................................................44
Lease Schedule/Rent Roll..........................................................................................3
Leasehold Interest................................................................................................1
LLC Interests.....................................................................................................1
Make Whole Amount................................................................................................62
Material Portion.................................................................................................58
Notice...........................................................................................................64
NYSE.............................................................................................................10
Official Records..................................................................................................5
OP Agreement......................................................................................................2
Operating Agreement............................................................................................3, 2

82

Defined Term                                                                                                   Page
Operating Expenses...............................................................................................33
Operating Reserve.................................................................................................7
Other Mall Contributors...........................................................................................6
Other Mall Electing Contributors..................................................................................7
Other Mall Total Consideration"...................................................................................7
Overage Rents....................................................................................................33
Partnership.......................................................................................................2
Partnership Interests.............................................................................................6
Percentage Rentals...............................................................................................34
Permitted Exceptions.............................................................................................18
Permitted Outside Parties........................................................................................14
Personal Property..............................................................................................3, 2
Prior Reports....................................................................................................44
Property.......................................................................................................2, 1
Property Management Agreement....................................................................................21
Property Owner....................................................................................................1
Property Owner's Address..........................................................................................5
Property Owner's Broker..........................................................................................30
Property Owner's Notice Period...................................................................................15
Property Owner's Property Manager.................................................................................5
Property Owner's Title Notice....................................................................................15
Property Records.................................................................................................13
Proprietary Information..........................................................................................14
Proration and Expense Schedule...................................................................................39
Real Estate Taxes................................................................................................32
Real Property..................................................................................................3, 1
Registration Rights Agreement....................................................................................11
Released Parties.................................................................................................52
Rentals..........................................................................................................34
Service Contracts..............................................................................................2, 1
Shopping Center...................................................................................................5
Shopping Mall..................................................................................................3, 2
Special Exceptions................................................................................................1
Special Warranty Deed............................................................................................26
Survey Exceptions................................................................................................15
Tenant Leases..................................................................................................3, 1
Tenant Prospect Commission Obligations...........................................................................21
Tenant Security Deposits.......................................................................................3, 1
Tenant/Anchor Notices............................................................................................27
Tenants...........................................................................................................3
Title Commitment.................................................................................................15
Title Company.....................................................................................................4
Title Documents..................................................................................................15

83

Defined Term                                                                                                   Page
Title Objection..................................................................................................15
Title Objection Deadline..........................................................................................4
Title Objections.................................................................................................15
Title Policy.....................................................................................................17
to the knowledge of Property Owner...............................................................................45
Total Consideration............................................................................................4, 7
Transferee........................................................................................................1
Transferor........................................................................................................1
Unknown Environmental Liabilities................................................................................53
Updated Survey...................................................................................................15
Voluntary Title Encumbrances.....................................................................................17

-xiii-

Exhibit 10.23.4

FIRST AMENDMENT TO
CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS

This First Amendment to Contribution Agreement and Joint Escrow Instructions (the "First Amendment") is made and entered into as of the 8th day of November, 2005, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("CBL/OP"); B-M-J DEVELOPMENT, LIMITED PARTNERSHIP, a Delaware limited partnership ("Property Owner") and the general and limited partners of Property Owner listed on Schedule 1 attached hereto.

RECITALS

A. CBL/OP, the Property Owner and the Contributors entered into that certain Contribution Agreement and Joint Escrow Instructions dated as of October 19, 2005 (the "Contribution Agreement"), pursuant to which the Property Owner and Contributors agreed to contribute to CBL/OP (by transfer of LLC Interests in the Company (as such terms are defined in the Contribution Agreement)) that certain retail shopping center known as the Eastland Mall, and related land, improvements and property located in Bloomington, McLean County, Illinois, which is more particularly described in the Contribution Agreement.

B. CBL/OP, the Property Owner and the Contributors desire to amend the Contribution Agreement on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the promises, terms and conditions contained herein and such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, CBL/OP, the Property Owner and the Contributor Representative hereby agree as follows:

A. Defined Terms and Recitals. Except as otherwise defined herein, all capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Contribution Agreement. CBL/OP, the Property Owner and the Contributor Representative hereby agree that the recitals set forth hereinabove are true and correct and incorporated into this First Amendment.

B. Modifications to Contribution Agreement. The parties agree that from and after the date of this First Amendment, the Contribution Agreement shall be modified as follows:

1. All references to the term "LLC Interests" in the Contribution Agreement shall hereinafter mean collectively, (i) 99.5% of the membership interests in Eastland Holding I, LLC, an Illinois limited liability company ("Eastland Holding I"), and (ii) all of the membership interests in Eastland Member, LLC, an Illinois limited liability company ("Eastland Member"), other than those membership interests in Eastland Member held by Eastland Holding I.

2. With respect to the representations and warranties set forth Section 7.1.3 of the Contribution Agreement, the percentages reflected in Schedule 1 to the Contribution Agreement are hereby modified to reflect to the percentages for each Contributor reflected in Schedule 1 to this First Amendment (in Schedule 1 "EL" refers to "Eastland").

3. Section 2.1 of the Contribution Agreement is hereby deleted in its entirety and substituted with the following:

1

"2.1 Agreement to Contribute the LLC Interests. In furtherance of the contribution of the LLC Interests to CBL/OP, the parties hereby agree to take the following steps in the order as they appear within the set forth time periods:

(a) At least two (2) and not more than four (4) Business Days prior to the expected funding of the Closing Date Debt, the Contributors shall:

(i) cause Property Owner to form, or cause the formation of, the Company, which shall be named "Eastland Mall, LLC, a Delaware limited liability company" and whose 100% membership interests shall be owned by the Property Owner;

(ii) cause Property Owner to contribute the Property to the Company free and clear of any liens or encumbrances except for indebtedness that will be refinanced with the Closing Date Debt (STEP 1 OF EASTLAND TRANSACTION STRUCTURE attached hereto as Exhibit BB ("Eastland Transaction Structure"));

(iii) cause Property Owner to form, or cause the formation of, a new Illinois limited liability company, which shall be named "Eastland Member, LLC" and whose 100% membership interests shall be owned by the Property Owner ("Eastland Member");

(iv) cause Property Owner to transfer and contribute 100% of the membership interests in the Company to Eastland Member free and clear of any liens or encumbrances (STEP 2 OF EASTLAND TRANSACTION STRUCTURE);

(v) cause the Property Owner to be liquidated (but not dissolved) and to distribute 100% of the membership interests in Eastland Member to the Contributors free and clear of any liens or encumbrances (STEP 3 OF EASTLAND TRANSACTION STRUCTURE);

(vi) cause the Electing Contributors to form, or cause the formation of, a new Illinois limited liability company, which shall be named "Eastland Holding I, LLC" and whose 100% membership interests shall be owned by the Electing Contributors ("Eastland Holding I"); and

(vii) cause the Electing Contributors to transfer and contribute all of their membership interests in Eastland Member to Eastland Holding I free and clean of any liens or encumbrances (STEP 4 OF EASTLAND TRANSACTION STRUCTURE);

THE RESULTING OWNERSHIP STRUCTURE OF THE COMPANY SHALL BE AS DEPICTED ON PAGE 2 OF THE EASTLAND TRANSACTION STRUCTURE CAPTIONED "STRUCTURE IMMEDIATELY PRIOR TO
LOAN".

(b) On the date that the Closing Date Debt is to be funded to the Company which shall be at least one (1) Business Day prior to the Closing Date, the Contributors shall:

(viii) cause the Company to refinance its existing mortgage indebtedness with the Closing Date Debt and (w) cause the Company to distribute the net refinancing proceeds from the Closing Date Debt to Eastland Member, (x) cause the Eastland Member to distribute the net financing proceeds from the Closing Date Debt prorata to the Contributors (other than the Electing Contributors) and Eastland Holding I, and (y) cause Eastland Holding I to distribute the net refinancing proceeds from the Closing Date Debt to the Electing Contributors (STEP 5 OF EASTLAND TRANSACTION STRUCTURE).

2

(c) On the Closing Date, upon and subject to the terms and conditions of this Agreement:

(ix) The Electing Contributors agree to cause Eastland Holding I to issue to CBL & Associates Management, Inc., a Delaware corporation ("CBL Management") and CBL Management will acquire a one-half percent (0.5%) membership interest in Eastland Holding I in exchange for cash in an amount such that following the contribution CBL Management will hold an interest with a value equal to 0.5% of the total value of Eastland Holding I, based on the K-SCU Amount to be received by the Electing Contributors (STEP 6 OF EASTLAND TRANSACTION STRUCTURE);

(x) The Electing Contributors agree to transfer and contribute all of their membership interests (99.5%) in Eastland Holding I to CBL/OP, free and clean of any liens or encumbrances, and CBL/OP agrees to acquire such membership interests (99.5%) in Eastland Holding I in exchange for K-SCUs (STEP 7 OF EASTLAND TRANSACTION STRUCTURE);

(xi) CBL/OP shall cause the formation of, a new Illinois limited liability company, which shall be named "Eastland Holding II, LLC" and whose 99.5% membership interests shall be owned by CBL/OP and whose 0.5% membership interests shall be owned by CBL Management ("Eastland Holding II");

(xii) The Contributors (other than the Electing Contributors) agree to transfer and contribute all of their membership interests in Eastland Member to Eastland Holding II, free and clean of any liens or encumbrances, and CBL/OP agrees to cause Eastland Holding II to acquire such membership interests in Eastland Member in exchange for the Cash Consideration (STEP 7 OF EASTLAND TRANSACTION STRUCTURE).

THE RESULTING OWNERSHIP STRUCTURE OF THE COMPANY SHALL BE AS DEPICTED ON PAGE 4 OF THE EASTLAND TRANSACTION STRUCTURE CAPTIONED "POST CLOSING RESULTING STRUCTURE.

Notwithstanding anything to the contrary contained in this Agreement, the covenants, representations and warranties set forth in this Section 2.1 shall survive the Closing until the Extended Expiration Date and the breaches of such covenants, representations and warranties shall not be subject to the limitations on liability set forth in Sections 10.5 and 10.6 of the Agreement."

4. Section 7.1.22 of the Contribution Agreement is hereby deleted in its entirety and substituted with the following:

7.1.22 The Company and Affiliated Entities.

(i) The Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is duly qualified or registered to transact business in the State of Illinois, and has the power and authority to carry on its business as now being conducted. Eastland Member and Eastland Holding I are each a limited liability company duly organized and validly existing under the laws of the State of Illinois, and each has the power and authority to carry on its business as now being conducted;

(ii) The Company has never conducted and does not currently conduct any business other than ownership and operation of the Property, and has never owned, and do not currently own, any assets other than the Property and cash and investment securities; Eastland Member has never conducted and does not currently conduct

3

any business other than ownership of the membership interests in the Company, and has never owned, and do not currently own, any assets other than the membership interests in the Company. Eastland Holding I has never conducted and does not currently conduct any business other than ownership of certain percentage of the membership interests in Eastland Member, and has never owned, and do not currently own, any assets other than a certain percentage of the membership interests in Eastland Member;

(iii) As of the Closing Date, the Company will not have historical liabilities other than the Closing Date Debt, obligations for Operating Expenses and Real Estate Taxes which are being prorated pursuant to Article VI above; and as of the Closing Date, the Company will not be a party to any agreements other than the Permitted Exceptions, Tenant Leases, the Operating Agreement, the Service Contracts and the documents related to the Closing Date Debt. As of the Closing Date, Eastland Member will not have historical liabilities; and as of the Closing Date, Eastland Member will not be a party to any agreements other than the operating agreement for the Company. As of the Closing Date, Eastland Holding I will not have historical liabilities; and as of the Closing Date, Eastland Holding I will not be a party to any agreements other than the operating agreement for Eastland Member;

(iv) Property Owner has delivered to CBL/OP true, correct and complete copies of each of the New LLCs' certificate of formation and limited liability company agreements, including all amendments to each of them;

(v) Eastland Member is not in breach of, or default under, the limited liability company agreement of the Company and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default thereunder on the part of Eastland Member. Eastland Holding I and the Contributors (other than the Electing Contributors) are not in breach of, or default under, the limited liability company agreement of Eastland Member and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default thereunder on the part of Eastland Holding I or any of the Contributors (which are not the Electing Contributors). None of the Electing Contributors are in breach of, or default under, the limited liability company agreement of Eastland Holding I, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default thereunder on the part of any of the Electing Contributor; and

(vi) Neither Property Owner, any Contributor nor any affiliate of any of them has made a loan to any of the Company, Eastland Member or Eastland Holding I (the "New LLCs"), and (x) no Electing Contributors have any outstanding capital commitments to Eastland Holding I, (x) neither Eastland Holding I nor the Contributors (which are not the Electing Contributors) have any outstanding capital commitments to Eastland Member, and (z) Eastland Member has no outstanding capital commitments to the Company.

(vii) The membership interests held by Eastland Member in the Company represent all of the issued and outstanding equity interests in the Company; and the Company has no obligation to issue, and no party has any right to acquire, another equity interests in the Company. The membership interests held by Eastland Holding I and the Contributors (other than the Electing Contributors) in Eastland Member represent all of the issued and outstanding equity interests in Eastland Member; and Eastland Member has no obligation to issue, and no party has any right to acquire, another equity interests in Eastland Member. The membership interests held by the Electing Contributors in Eastland Holding I represent all of the issued and outstanding equity interests in Eastland Holding I; and Eastland Holding I has no obligation to issue, and no party has any right to acquire, any other equity interests in Eastland Holding I.

5. A new "Exhibit BB" (Eastland Transaction Structure) is hereby attached to the Contribution Agreement following "Exhibit AA" in the form of Exhibit A attached to this First Amendment.

4

C. No Further Modification. Except as set forth herein, the Contribution Agreement remains unmodified and in full force and effect. In the event of any inconsistency between the provisions of the Contribution Agreement and this First Amendment, the terms of this First Amendment shall control.

D. Governing Law. This First Amendment shall be governed by, construed and enforced in accordance with, the laws of the State of Kansas.

E. Counterparts. This First Amendment may be executed in two or more counterparts, which when taken together shall constitute one and the same instrument. The parties contemplate that they may be executing counterparts of the First Amendment transmitted by facsimile and agree and intend that a signature by facsimile machine shall bind the party so signing with the same effect as though the signature were an original signature.

INTENTIONALLY LEFT BLANK

5

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed as of the day and year first written above.

PROPERTY OWNER: B-M-J DEVELOPMENT, LIMITED PARTNERSHIP,

a Delaware limited partnership

               By:         FFC, Inc.________________________, general partner

                        By:            /s/ Jack N. Fingersh__________________
                             ------------------------------------------------
                        Name:                   Jack N. Fingersh_____________
                               ----------------------------------------------
                        Title:                          President____________
                                ---------------------------------------------
CONTRIBUTORS:                                 /s/ Jack Fingersh______________
               --------------------------------------------------------------

JACK FINGERSH, in his capacity as the true and lawful agent, attorney-in-fact and representative of, the Contributors listed on Schedule 1 attached hereto

CBL/OP: CBL & ASSOCIATES LIMITED PARTNERSHIP
a Delaware limited partnership

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

By:              /s/ Stephen D. Lebovitz_____________
     ------------------------------------------------
Name:                Stephen D. Lebovitz_____________
       ----------------------------------------------
Title:                          President____________
        ---------------------------------------------

6

Schedule 1 to First Amendment to Contribution Agreement

List of Contributors

7

Exhibit A to First Amendment to Contribution Agreement

Exhibit BB

EASTLAND TRANSACTION STRUCTURE

Pre-Closing Restructuring

Day 1

Step 1
B-M-J Development, Limited Partnership,

a Delaware limited partnership

              |    / \  Eastland Mall
  Property    |     |         LLC
              |     |      Interests
             \ /    |

Eastland Mall, LLC a Delaware limited liability company

Step 2
B-M-J Development, Limited Partnership,

a Delaware limited partnership

Eastland Mall    |    / \    Eastland Member
    LLC          |     |          LLC
  Interests      |     |       Interests
                \ /    |

Eastland Member, LLC an Illinois limited liability company

Step 3
Eastland Member LLC Interests

B-M-J Development, --------------------------> Partners ("Contributors") Limited Partnership Distribution

8

Step 4

Contributors receiving K-SCUs(1)

Eastland Member   |    / \     Eastland Holding I
     LLC          |     |            LLC
  Interests       |     |         Interests
                 \ /    |

Eastland Holding I, LLC an Illinois limited liability company

Structure Immediately prior to Loan


| Eastland Mall, LLC | | a Delaware limited liability company | |______________________________________| | | |
| Eastland Member, LLC | | an Illinois limited liability company | |_______________________________________|

                        _                  _
                       _                    _
                      _                      _
                     _                        _
_______________________________________   _____________________________

| Eastland Holding I, LLC | | Contributors receiving Cash | | an Illinois limited liability company | |_____________________________| |_______________________________________|

              |
              |
              |
 __________________________
|  Contributors receiving  |
|         K-SCUs           |

|__________________________|

Step 5 Loan is made to Eastland Mall, LLC and excess Loan proceeds are distributed upstream to Contributors.


(1) BFIP Associates, L.P., Tolesa, LLC, East Fing, L.L.C.

9

                                      Day 2

Step 6  (on the Contribution Closing Date)


                                   Cash at FMV


CBL & Associates Management, Inc.   ----------->  A Electing Contributor and
                                                  member of Eastland Holding I
                                    <----------

0.5% LLC Interest in Eastland Holding I

Resulting Pre Closing Structure


| Eastland Mall, LLC | | a Delaware limited liability company | |______________________________________| | | |
| Eastland Member, LLC | | an Illinois limited liability company | |_______________________________________|

                        _                  _
                       _                    _
                      _                      _
                     _                        _
_______________________________________   _____________________________

| Eastland Holding I, LLC | | Contributors receiving Cash | | an Illinois limited liability company | |_____________________________| |_______________________________________|

                      -          -
                     -            -
                    -              -
                   -                -
 _________________-__________      __-_________________________
|   CBL & Associates         |    |   Contributors receiving   |
|   Management, Inc.         |    |           K-SCUs           |
|   a Delaware corporation   |    |                            |
|         0.5%               |    |            99.5%           |

|____________________________| |____________________________|

10

At Closing

Step 7

Eastland Holding I LLC interests

Electing Contributors receiving    -------------->       CBL & Associates
K-SCUs (excluding the Electing                         Limited Partnership
Contributor receiving cash for     <------------- a Delaware limited partnership
its 0.5% LLC Interests                K-SCUs
in Eastland Holding I

Eastland Member LLC interests (other than the LLC Interests held by Eastland Holding I)

Contributors receiving Cash    ------------------->     Eastland
                                                      Holding II, LLC
                               <------------------ ("Eastland Holding II")
                                       Cash        an Illinois limited
                                                     liability company

Post Closing Resulting Structure

                   ________________________________________
                  |           Eastland Mall, LLC           |
                  |  a Delaware limited liability company  |
                  |________________________________________|
                                      |
                                      |
                                      |
                   ________________________________________
                  |          Eastland Member, LLC          |
                  | an Illinois limited liability company  |
                  |________________________________________|
                              _                  _
                             _                    _
                            _                      _
                           _                        _
 ___________________________________       __________________________________
|   Eastland Holding I, LLC         |     |    Eastland Holding II, LLC      |
|  an Illinois limited liability    |     |   an Illinois limited liability  |

|___________________________________| |__________________________________|




________-__________________-________________________-_________________-______ | CBL & Associates | CBL & Associates | CBL & Associates | CBL & Associates |

| Management, Inc.  |  Limited          | Managment, Inc.  | Limited          |
| a Delware         |  Partnership      | a Delaware       | Partnership      |
| corporation       |  a Delaware       | corporation      | a Delaware       |
|     0.5%          |  limited          |       0.5%       | limited          |
|                   |  partnership      |                  | partnership      |

| | 99.5% | | 99.5% | |___________________|___________________|__________________|__________________|


Exhibit 10.23.5

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 17th day of October, 2005 (the "Effective Date") by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("CBL/OP"); HP-SP Associates, L.L.C., a Missouri limited liability company, and Hickory Point Mall, Limited Partnership, a Delaware limited partnership (collectively, "Property Owner").

WITNESSETH:

WHEREAS, Property Owner is the owner of Hickory Point Park Mall, a regional retail shopping center, and related land, improvements and property located in Forsyth, Macon County, Illinois, which is more particularly described in, and is the subject of, this Agreement; and

WHEREAS, CBL/OP is a Delaware limited partnership which desires to acquire the "Property" (described below) on the terms described in this Agreement; and

NOW, THEREFORE, in consideration of the premises and the mutual undertakings in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS

This Article I sets forth certain definitions and fundamental provisions for purposes of this Agreement. An index of defined terms used in this Agreement is included with the Table of Contents of this Agreement.

1.1 "Property" means, collectively, all of Property Owner's right, title and interest in the Land, the Appurtenances, the Improvements, the Service Contracts, the Intangible Property, the Tenant Leases, the Personal Property and the Tenant Security Deposits, as such terms are defined below.

1.1.1 "Land" means, collectively, those certain parcels of land located in Forsyth, Illinois, which are described in Exhibit A attached hereto.

1.1.2 Intentionally Omitted"

1.1.3 "Appurtenances" means all right, title and interest, if any, of Property Owner in and to the following: (a) all land lying in the bed of any street, highway, road or avenue, open or proposed, public or private, in front of or adjoining the Land, to the center line thereof; (b) all rights of way, highways, public places, easements, appendages, appurtenances, sidewalks, alleys, strips and gores of land adjoining or appurtenant to the Land which are now or hereafter may be used in connection with the Property; (c) all awards to be made in lieu of any of the foregoing or for damages to the Land by reason of the change of grade of any street, highway, road or avenue; and (d) all easements, rights and privileges benefiting the applicable Land.

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1.1.4 "Improvements" means all buildings, structures, improvements and fixtures located on the Land.

1.1.5 "Service Contracts" means any service, supply, maintenance, repair, construction and management contracts to which Property Owner is a party relating to the Real Property (as defined below).

1.1.6 "Intangible Property" means all assignable intangible personal property, if any, now or through the date of Closing owned by Property Owner and arising out of or in connection with Property Owner's ownership of the Real Property, the Service Contracts, Tenant Leases and the Personal Property, including (to the extent any such items exist) (a) Property Owner's rights to use any plans, specifications and drawings relating to the Improvements (subject to the rights of the parties who prepared the same), (b) Property Owner's rights to any current names, logos, designs, trademarks, service marks, copyrights, and trade names used solely in connection with the Real Property (including but not limited to any internet domain names), (c) the goodwill of Property Owner in connection with the Real Property, (e) all advertising materials, marketing programs and strategies, and other similar rights relating solely to Property Owner's use and operation of the Real Property, the Service Contracts, Tenant Leases and the Personal Property, (f) any transferable licenses, permits and certificates of occupancy issued by governmental authorities relating solely to the use, maintenance, occupancy and/or operation of the Real Property, (g) any presently effective and assignable warranties and guaranties issued solely with respect to the Real Property, the Service Contracts, Tenant Leases and the Personal Property, and (h) the Books and Records (as defined below).

1.1.7 "Tenant Leases" means any and all space leases, licenses, concessions or other such arrangements for use of space within the Real Property. Such leases include, without limitation, the agreements listed and described on Exhibit I, hereinafter referred to as the "Lease Schedule/Rent Roll" attached hereto and by this reference incorporated herein and made a part hereof.

1.1.8 "Personal Property" means, to the extent any such items exist, any apparatus, furniture, appliances, building supplies, equipment, machinery and other tangible items of personal property owned by Property Owner and presently affixed, attached to, placed or situated upon the Real Property and used exclusively in connection with the ownership, operation and occupancy of the Real Property. Personal Property does not include any items of personal property leased to Property Owner or otherwise owned by third parties, or any of the Excluded Property referred to in Section 2.2 below.

1.1.9 "Real Property" means collectively the Land, the Improvements and the Appurtenances.

1.1.10 "Tenant Security Deposits" means all refundable security deposits, letters of credit, advance rental payments and other deposits of tenants ("Tenants") under Tenant Leases which, as of the Closing Date, have not been applied and are then held by and are in the possession of Property Owner.

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1.1.11 "Anchor Stores" means the following: (i) Kohl's Illinois, Inc., a Nevada corporation, successor-in-interest to Kohl's Department Stores, a division of Brown & Williamson Tobacco Corporation, a Delaware corporation ("Kohl's"); (ii) Sears, Roebuck and Co., a New York corporation ("Sears"); (iii) Von Maur, Inc., an Iowa corporation, successor-in-interest to Carson Pirie Scott & Company, a Delaware corporation ("Von Maur"); (iv) J. C. Penney Corporation, Inc., a Delaware corporation ("J.C. Penney"); and (v) McRil, LLC, a Virginia limited liability company, successor-in-interest to P.A. Bergner and Co., an Illinois corporation ("Bergner")

1.1.12 "Books and Records" means all site and as built plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans, landscape plans and other plans, diagrams or studies of any kind, if any, now in the possession or reasonable control of Property Owner or Property Owner's Property Manager which relate to the Land, the Improvements or the Personal Property, and all of Property Owner's right, title and interest in and to operating manuals, marketing brochures, market studies, tenant data sheets and other books, records and materials of any kind now in the possession or reasonable control of Property Owner or Property Owner's Property Manager and required in connection with the continuing ownership, operation and management of the Improvements, and all financial and accounting records of the Property Owner for all periods from and after January 1, 1998.

1.2 "Final Approval Date" means the Effective Date.

1.3 "Title Objection Deadline" means 5:00 p.m., Kansas City, Missouri time (it being agreed that all times in this Agreement shall be deemed to refer to Kansas City, Missouri time) on the later to occur of (i) the Effective date and
(ii) the fifth (5th) Business day after CBL/OP's receipt of all of the Title Documents.

1.4 "Closing Date" means the (A) date that is the earlier of: (i) three (3) business days after the conditions set forth in Sections 5.2.11 and 5.3.7 of the Oak Park Contract and the Eastland Contract have been satisfied pursuant to their terms, and (ii) November 30, 2005, or (B) any earlier date upon which Property Owner and CBL/OP mutually agree.

1.5 "Title Company" means Fidelity National Title Insurance Company whose address is:

1800 Parkway Place
Two Parkway Center, Suite 700 Atlanta, Georgia 30067
Attention: Linda R. Thurman Telephone: (770) 850-9600 Facsimile: (770) 850-8222

1.6 "CBL/OP's Address" means:

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CBL & Associates Limited Partnership c/o CBL and Associates Properties, Inc. 2030 Hamilton Place Boulevard CBL Center, Suite 500
Chattanooga, Tennessee 37421-6000 Attention: Jay Wiseman
Facsimile: (423) 490-8626

With a copy to:

Shumacker Witt Gaither & Whitaker, P.C.

2030 Hamilton Place Boulevard

CBL Center, Suite 210
Chattanooga, Tennessee 37421 Attention: Ralph M. Killebrew, Jr.

Telephone: (423) 425-7209

Facsimile: (423) 899-1278

and to

Morrison & Foerster LLP
1290 Avenue of the Americas New York, New York 10104-0185 Attention: Yaacov M. Gross Telephone: (212) 468-8012 Facsimile: (212) 468-7900

1.7 "Property Owner's Address" means:

Hickory Point Mall, Limited Partnership c/o Copaken, White & Blitt 8900 State Line Rd., Suite 333 Leawood, Kansas 66206
Attention: Keith Copaken
Facsimile: (913) 381-5624 Telephone No.: (913) 381-3840

With a copy to:

Lewis, Rice & Fingersh
1010 Walnut, Suite 500
Kansas City, Missouri 64106 Attention: Peter DiGiovanni Facsimile: (816) 460-6504 Telephone No.: (816) 472-2504

1.8 "Property Owner's Property Manager" means Copaken, White & Blitt, LLC whose address is 8900 State Line Rd., Suite 333, Leawood, KS. 66206.

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1.9 "Official Records" means the Official Records of the Register of Deeds for Macon County, Illinois.

1.10 "Shopping Center" means that certain regional shopping center commonly known as "Hickory Point Mall" located in Forsyth, Illinois and comprised of, collectively, the Land, the Appurtenances, the Improvements, the Personal Property, the Intangible Personal Property, the Service Contracts, the Tenant Leases, the Tenant Security Deposits and all other property being sold by Property Owner to CBL/OP under the terms of this Agreement.

1.11 "Purchase Price " means the sum of $44,000,000.00.

1.12 "Escrow Agent" means Fidelity National Title Insurance Company of New York, having its office at 1800 Parkway Place, Two Parkway Center, Suite 700, Atlanta, Georgia 30067; Attention: Linda Thurman.

1.13 "Other Mall Contributors" means those parties identified and defined as "Contributors" in the Oak Park Contract and the Eastland Contract.

ARTICLE II
PURCHASE AND SALE

2.1 Agreement. In consideration of the mutual agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Property Owner agrees to sell the Property to CBL/OP, and CBL/OP agrees to purchase the Property, for the Purchase Price and upon the terms and conditions set forth in this Agreement.

2.2 Excluded Property. Notwithstanding anything to the contrary contained in this Agreement, the term "Property" shall not include any of the following items, all of which are excluded from the transfer by Property Owner to CBL/OP hereunder: (a) all cash on hand, checks, money orders or accounts receivable,
(b) any operating accounts, replacement or reserve accounts or other accounts maintained by or on behalf of Property Owner or Property Owner's affiliates with respect to the Property, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or other security deposits or any bonds posted by or on behalf of Property Owner with any governmental authorities, utilities or other parties, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (d) Intentionally Omitted; (e) subject to Article XI below, any claims under Property Owner's insurance policies; (f) any rents, operating expense and tax reimbursements, additional rentals or other sums or amounts due Property Owner from prior tenants or sub-tenants who are not subject to Tenant Leases;
(g) any judgments which have been entered in favor of Property Owner as of the Effective Date for Delinquent Rentals; (h) the Excluded Documents; and (i) Property Owner's accounting software, provided however, that if such software is subject to a license that prohibits its commercial transfer, Property Owner shall, for up to ninety (90) days following the Closing Date, reasonably assist CBL/OP in reviewing and copying, at CBL/OP's expense (by hard copy as well as electronically) all Books and Records provided to CBL/OP hereunder in electronic form and to the transfer of such electronic Books and Records to CBL/OP's accounting and property management systems.

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2.3 Other Mall Contribution Agreements.

2.3.1 Definitions of other Malls and Purchase Agreements. For purposes hereof,
(i) "Oak Park Contract" shall mean that certain Contribution Agreement of even date herewith by and between Oak Park Investment, L.P., a Delaware limited partnership ("Oak Park Property Owner"), and its partners, as contributors, and CBL/OP, with respect to the property commonly known as Oak Park Mall, Overland Park, Kansas, herein "Oak Park Mall"; (ii) "Eastland Contract" shall mean that certain Contribution Agreement of even date herewith by and between B-M-J Development, Limited Partnership, a Delaware limited partnership ("Eastland Property Owner"), and its partners, as contributors, and CBL/OP, with respect to the property commonly known as Eastland Mall, Bloomington, Illinois, herein "Eastland Mall" and (iii) "Eastland Medical Building Contract" shall mean that certain Purchase and Sale Agreement of even date herewith by and between BMJ Medical, LLC, a Missouri limited liability company ("Eastland Medical Building Property Owner"), as seller, and CBL/OP, as buyer, with respect to the medical office building and related land, improvements and property located in Bloomington, McLean County, Illinois, herein "Eastland Medical Building." The Oak Park Contract, the Eastland Medical Building Contract and the Eastland Contract are sometimes collectively referred to herein as the "Other Mall Contracts," and Oak Park Mall, Eastland Medical Building and Eastland Mall are sometimes collectively referred to herein as the "Other Malls."

2.3.2 Other Mall Contracts; Cross Default; Cross Termination. (A) Any default or material breach of a representation or warranty by the property owner and/or contributors under either of the Other Mall Contracts shall constitute a default of Property Owner under this Agreement, and any proper termination prior to Closing by CBL/OP of either of the Other Mall Contracts as a result of a default or material breach of a representation or warranty by the property owner and/or contributors thereunder, shall constitute CBL/OP's proper election to terminate this Agreement and recover the Letter of Credit or Deposit, as applicable; and (B) any default or material breach of a representation or warranty by CBL/OP under either of the Other Mall Contracts shall constitute a default of CBL/OP under this Agreement, and any proper termination prior to Closing by the property owner of either of the Other Mall Contracts as a result of a default or material breach of a representation or warranty by CBL/OP thereunder, shall constitute Property Owner's proper election to terminate this Agreement that entitles Oak Park Property Owner to draw on the Letter of Credit and receive payment of the Deposit.

ARTICLE III

PURCHASE PRICE

3.1 Purchase Price. Subject to the terms of this Agreement, the Purchase Price to be received by Property Owner for the sale of the Property to CBL/OP shall be Forty-four Million Dollars ($44,000,000.00), payable by wire transfer of immediately available funds at the Closing.

3.2 Intentionally Omitted

3.3 Intentionally Omitted

3.4 Intentionally Omitted

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3.5 Delivery of Deposit. Within two (2) Business Days following the full execution of this Agreement, CBL/OP shall deliver to Oak Park Property Owner the Letter of Credit, defined below. As used herein, the term "Deposit" shall mean any proceeds of, or moneys paid in connection with, the Letter of Credit, including, without limitation, any interest thereon. The term "Letter of Credit" shall mean an irrevocable standby letter of credit (i) in the form attached hereto as Exhibit Q and made a part hereof (which shall be same Letter of Credit for the Oak Park Contract and the Eastland Contract, (ii) in the face amount of Ten Million Dollars ($10,000,000), (iii) naming the Oak Park Property Owner as beneficiary, (iv) issued for the benefit of Property Owner, Eastland Property Owner and Oak Park Property Owner with the ability to draw by Oak Park Property Owner pursuant to the terms of this Agreement, (v) issued by and drawn upon First Tennessee Bank, N.A. or Wells Fargo Bank, N.A., and (vi) issued for a term of sixty (60) days from its date of issuance with a right, upon ten (10) days notice prior to the expiration of such sixty (60) day term, for CBL/OP to extend the term of the Letter of Credit for an additional sixty (60) days. Property Owner will only be permitted to draw on the Letter of Credit in the event (1) of a default by CBL/OP under this Agreement or under either of the Other Mall Contracts, or (2) the Letter of Credit has not been renewed or extended and less than ten (10) days remain prior to the expiration thereof. In the event of any drawing on any Letter of Credit by Oak Park Property Owner, the proceeds will be payable exclusively to Escrow Agent, and such proceeds will be held as the Deposit under this Agreement and will be subject to disposition by the Escrow Agent in accordance with the terms and conditions of this Agreement. The Deposit shall be non-refundable and the proceeds shall be disbursed 76% to Oak Park Property Owner, 15.46% to Eastland Property Owner and 8.54% to Property Owner in the event of a termination of this Agreement or failure to close by CBL/OP, subject to the exceptions provided in Section 3.6 below.

3.6 Disposition of Deposit. If the transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, the Letter of Credit shall be returned to CBL/OP at Closing (or if the Letter of Credit is converted to the Deposit before Closing, the Deposit will be applied to the Purchase Price at Closing). If this Agreement is terminated by Property Owner or CBL/OP pursuant to Section 4.3.2, Section 4.3.3, Section 4.3.6, Section 5.2,
Section 5.3, Section 8.3, Section 10.2, Section 11.1, or Section 11.3, the Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as provided in the relevant Section pertaining to such termination. Additionally, if this Agreement is terminated by CBL/OP pursuant to Section 2.3.2, by reason of a default under the Other Mall Contracts by Eastland Property Owner, Eastland Medical Building Property Owner, Oak Park Property Owner, or the Other Mall Contributors, the Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as provided in Section 2.3.2.

3.7 Purchase Price Payment. CBL/OP shall deposit the Purchase Price into Escrow no later than the Business Day immediately preceding the Closing Date in sufficient time such that the Closing may occur and Escrow Holder will be able to deliver good funds to Property Owner no later than 1:00 p.m. on the Closing Date.

ARTICLE IV
INSPECTION AND TITLE REVIEW

4.1 CBL/OP's Inspections.

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4.1.1 Inspections, Tests and Studies. CBL/OP acknowledges that prior to the Final Approval Date, CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives have been afforded access to the Real Property to inspect and conduct such tests and studies of the Real Property as CBL/OP has deemed appropriate to determine the suitability of the Property for CBL/OP's purposes, and that CBL/OP has performed all such investigations as CBL/OP deems necessary. CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives may continue to have reasonable access to the Real Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary non-invasive tests and studies of the Real Property and the Improvements, but notwithstanding anything to the contrary contained in this Agreement, CBL/OP shall have no right to terminate this Agreement by reason of any matter revealed by any such entry, inspection, tests and studies. CBL/OP shall not conduct any invasive inspections, tests or studies of the Real Property without the specific prior written approval of Property Owner, which approval shall not be unreasonably withheld by Property Owner. If CBL/OP desires access to the Real Property, CBL/OP shall give at least 24 hours prior written or oral notice to Property Owner and Property Owner's Property Manager of CBL/OP's intention to enter the Real Property. Property Owner may impose reasonable conditions on any inspections, tests and studies to be conducted by CBL/OP or CBL/OP's authorized agents, consultants, contractors and representatives to ensure that CBL/OP takes all appropriate safety precautions and observes the requirements of Section 4.4 below. At Property Owner's option, a representative of Property Owner may be present for any such inspection, test or study. CBL/OP shall bear the cost of all inspections, tests and studies conducted by or on behalf of CBL/OP.

4.1.2 CBL/OP's Delivery of Information to Property Owner. Upon Property Owner's request, CBL/OP agrees to deliver to Property Owner, promptly following the receipt thereof by CBL/OP and at no cost to Property Owner, copies of any and all reports, tests, studies and test results obtained by CBL/OP from independent third parties by or on behalf of CBL/OP with respect to the Property before or after the execution and delivery of this Agreement, including those involving the structural, geologic, environmental or other condition of the Property or otherwise relating to the Property (collectively, "CBL/OP's Information"). Property Owner hereby acknowledges that CBL/OP has not made and does not make any warranty or representation regarding the truth or accuracy of any CBL/OP's Information, and Property Owner shall not have the right to rely on the same unless it obtains the written permission to do so from the preparer thereof. Nothing contained in this Section 4.1.2 shall be deemed to obligate CBL/OP to deliver to Property Owner any CBL/OP's Information which CBL/OP obtains following the Closing.

4.1.3 Tenant and Governmental Authority Inquiries. Subject to the provisions of this Section and Section 4.4 below, CBL/OP shall have the right, as part of CBL/OP's due diligence investigation, to contact the Tenants, the Anchor Stores, Property Owner's Property Manager and governmental authorities about various aspects of the Property. CBL/OP shall provide Property Owner with at least 24 hours prior written or oral notice of each such inquiry, contact, interview and meeting and Property Owner shall have the right to have a representative of Property Owner present and otherwise participate in all such inquiries, contacts, interviews and meetings. Property Owner shall not be liable or bound in any manner by any oral or written statements, representations or information

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provided by any Tenant, any Anchor Store, Property Owner's Property Manager, any governmental authority or any of such parties' personnel, employees or contractors (including any on site building manager or building engineer).

4.2 Document Review.

4.2.1 Property Records. Following the Effective Date, Property Owner shall make available to CBL/OP either at the Real Property or at Property Owner's and Property Owner's Property Manager's offices in Leawood, Kansas, copies of those documents and property records relating solely to the Property, other than the Excluded Documents, which are within the possession of Property Owner or Property Owner's affiliates and advisors. Following the Effective Date, Property Owner shall direct Property Owner's Property Manager to make available to CBL/OP at the Property Manager's office, or at the on-site management office at the Real Property, all of those documents and property records relating solely to the Property, other than the Excluded Documents, which are in the possession of Property Owner's Property Manager. All of such documents, reports, tests, studies and property records delivered to, made available to, copied and/or reviewed by or on behalf of CBL/OP in connection with the Property (whether before or after the Effective Date and specifically including all Tenant Leases and Service Contracts), other than the Excluded Documents, are sometimes referred to collectively herein as the "Property Records."

4.2.2 Excluded Documents. As used herein, "Excluded Documents" shall mean (a) any purchase and escrow agreements and correspondence pertaining to Property Owner's acquisition of the Property (other than documents pertaining to the physical or environmental condition of the Real Property), (b) any documents pertaining to the potential acquisition of the Property by any past or prospective purchasers (other than documents relating to the physical or environmental condition of the Real Property), (c) any third party purchase inquiries and correspondence, appraisals or economic evaluations of the Property, (d) Property Owner's organizational documents and records, internal budgets, financial projections, reports or correspondence prepared by Property Owner or by Property Owner's advisor exclusively for Property Owner or Property Owner's constituent principals and any other internal documents (other than documents relating to the physical, financial or environmental condition of the Real Property), (e) any personnel records and files maintained by or on behalf of Property Owner with respect to individuals, if any, employed at or in connection with the Real Property which Property Owner is obligated by law or otherwise to keep confidential, and (f) any documents or materials which are the subject of a confidentiality obligation. If any document or material subject to a confidentiality obligation will be binding on CBL/OP after the Closing, Property Owner shall use its best efforts to obtain any required consents to disclose the same to CBL/OP and will notify CBL/OP if there are any such documents or materials for which it has not been able to obtain such consent. Notwithstanding anything in this Section 4.2 to the contrary, Property Owner shall have no obligation to make available to CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives, and CBL/OP and CBL/OP's authorized agents and representatives shall have no right to inspect or make copies of, any of the Excluded Documents.

4.2.3 Proprietary Information. CBL/OP acknowledges and agrees that the Property Records are proprietary and confidential in nature and have been or will be made available to CBL/OP solely to assist CBL/OP in determining the feasibility of

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purchasing the Property. CBL/OP agrees, prior to the Closing, not to disclose the Property Records, any of the CBL/OP's Information, or any analyses, compilations, studies or other documents or records prepared by or on behalf of CBL/OP from any of the Property Records or the CBL/OP's Information (collectively, the "Proprietary Information") to any party outside of CBL/OP's organization except (a) as necessary to CBL/OP's agents, consultants, contractors, representatives, attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors (collectively, the "Permitted Outside Parties"), or (b) as may be required by any law applicable to CBL/OP. CBL/OP further agrees to notify all Permitted Outside Parties that, prior to the Closing, the Proprietary Information is to be kept confidential and not disclosed to third parties. In permitting CBL/OP and the Permitted Outside Parties to review the Property Records to assist CBL/OP, Property Owner has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either expressed or implied, have been offered, intended or created by Property Owner and any such claims are expressly rejected by Property Owner and waived by CBL/OP.

4.2.4 Return of Property Records. At such time as this Agreement is terminated for any reason, CBL/OP shall return to Property Owner the copies of all of the Property Records delivered to CBL/OP by or on behalf of Property Owner, and CBL/OP shall destroy, and instruct all Permitted Outside Parties in writing to destroy, any and all copies CBL/OP or the Permitted Outside Parties have made of the Property Records.

4.2.5 No Representation or Warranty By Property Owner. CBL/OP acknowledges that many of the Property Records were prepared by third parties other than Property Owner. CBL/OP further acknowledges and agrees that, except as expressly set forth in this Agreement, (a) neither Property Owner nor any of Property Owner's respective agents, advisors, employees or contractors has made any warranty or representation regarding the truth, accuracy or completeness of the Property Records, (b) Property Owner expressly disclaims any such representation or warranty, and (c) Property Owner has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Records and Property Owner is providing the Property Records or making the Property Records available to CBL/OP solely as an accommodation to CBL/OP.

4.2.6 Remedies. In addition to any other remedies available to Property Owner, Property Owner shall have the right to seek equitable relief (including specific performance and injunctive relief) against CBL/OP and CBL/OP's agents, consultants, contractors and representatives to enforce the provisions of
Section 4.2.3 and Section 4.2.4.

4.3 Title.

4.3.1 Title Documents. Prior to the execution and delivery of this Agreement, CBL/OP received copies of the following items (collectively, the "Title Documents"): (a) that certain Title Commitment Nos. 1612 120105084, 1612 120105142 and ____________ issued effective August 9, 2005 by Chicago Title Insurance Company, as agent for the Title Company with respect to the Real Property (the "Title Commitment"); (b) all documents referred to in the Schedule B exceptions shown on the Title Commitment; (c) that certain ALTA Survey, Hickory Point Mall, Forsyth, Illinois, prepared by SKS Engineers, Inc. as Project No. 59701, uncertified, but with a drawn date of August 31, 2005 (the

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"ALTA Survey"); and (d) an update and/or modification and recertification of the ALTA Survey which has been ordered by CBL/OP, at CBL/OP's sole cost and expense(the "Updated Survey"). CBL/OP shall promptly request and deliver to the Title Company the Updated Survey in sufficient time prior to the Title Objection Deadline so that any title exception for discrepancies, conflicts in boundary lines, shortages in area, encroachments, easements or claims of easements and other matters which would be disclosed by a physical inspection of the Real Property, the ALTA Survey or by the Updated Survey (collectively, "Survey Exceptions") shall be addressed as Title Objections pursuant to Section 4.3.2 below.

4.3.2 Review of Title. All matters shown in the Title Documents which are not objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations").

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4.3.3 Additional Title Objections. CBL/OP shall have the right to object to any new title exceptions (other than Permitted Exceptions as defined in Section 4.3.7 below) first raised by the Title Company in any modification, update, recertification or amendment to the Title Commitment which is issued after the Effective Date of this Agreement by giving written notice ("CBL/OP's Additional Title Objection Notice") to Property Owner within 5 days after CBL/OP's receipt of any such modification, update, recertification or amendment, but in any event no later than the Closing Date. If CBL/OP timely delivers CBL/OP's Additional Title Objection Notice to Property Owner specifying CBL/OP's objection to any new title exception first raised in a modification, update, recertification or amendment to the Title Commitment which is issued after the Effective Date of this Agreement (each an "Additional Title Objection" and collectively the "Additional Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to attempt to remove from the Title Commitment or otherwise insure (at Property Owner's expense) against some or all of such Additional Title Objections set forth in any CBL/OP's Additional Title Objection Notice. If Property Owner does not notify CBL/OP in writing within 5 days after Property Owner's receipt of CBL/OP's Additional Title Objection Notice (but in any event prior to the Closing Date) that Property Owner is willing to so remove or otherwise insure against any Additional Title Objections, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or otherwise insure against such Additional Title Objections. If Property Owner does notify CBL/OP that Property Owner is willing to remove or otherwise insure against any Additional Title Objections and thereafter Property Owner is unable to remove or otherwise insure against any Additional Title Objections as indicated in Property Owner's notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Additional Title Objection and proceed with the Closing or terminate this Agreement. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Additional Title Objection, CBL/OP shall be entitled to terminate this Agreement by delivering within 10 days after the CBL/OP's Additional Title Objection Notice written notice to Property Owner and Escrow Holder terminating this Agreement. CBL/OP's failure to deliver such written notice electing to terminate this Agreement to Property Owner and Escrow Holder within such 10 day period shall be deemed CBL/OP's waiver of the particular Additional Title Objection which Property Owner is unable or unwilling to remove from the Title Policy or otherwise insure against. If this Agreement is terminated on or before the Closing Date by reason of an Additional Title Objection, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP (including all interest which has accrued thereon while the Deposit was held by Escrow Holder, but not any interest which has accrued thereon while held by Property Owner) and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. Notwithstanding anything herein to the contrary, if CBL/OP's right to terminate this Agreement pursuant to the foregoing provisions of this Section 4.3.3 has not expired prior thereto, it shall expire upon the Closing Date. If CBL/OP is first notified of any new title exception (other than Permitted Exceptions) less than 15 days prior to the Closing Date, the Closing shall be extended until 5 days after the disposition of such new title exception is determined pursuant to this Section 4.3.3.

4.3.4 Voluntary Title Encumbrances. As used herein "Voluntary Title Encumbrances" means liens or encumbrances against the Property that are created by Property Owner or which result from Property Owner's failure to pay for an

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obligation of Property Owner after the Effective Date and that can be removed or insured against solely by the payment of a liquidated sum of money; provided, however, that the term "Voluntary Title Encumbrances" as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any action taken or matter of title created by any tenants or Anchor Stores pursuant to the terms and provisions of the Tenant Leases; (c) Tenant Leases or any liens or encumbrances against the Property created pursuant to a Tenant Lease by the Tenant thereunder; (d) any liens or encumbrances against the Property that are approved by CBL/OP or deemed approved by CBL/OP in accordance with the provisions of this Agreement; or (e) any liens or encumbrances against the Property which, pursuant to a Tenant Lease or otherwise, are to be discharged by any Anchor Store, a Tenant or any other occupant of the Real Property. Notwithstanding anything to the contrary contained in Section 4.3.2 or Section 4.3.3 above, Property Owner shall remove from the Title Policy or otherwise insure against all Voluntary Title Encumbrances on or before the Closing. If from time to time prior to the Closing, either Property Owner or CBL/OP shall become aware of any Voluntary Title Encumbrances, then Property Owner or CBL/OP shall promptly notify the other party thereof, which notice shall describe in reasonable detail the Voluntary Title Encumbrance(s) at issue and Property Owner shall remove from the Title Policy or otherwise insure against all such Voluntary Title Encumbrance(s) on or prior to Closing.

4.3.5 Use of Purchase Price to Discharge Liens. At the Closing, Property Owner may, at Property Owner's option, use the proceeds of the Purchase Price to discharge any monetary lien or encumbrance which Property Owner elects to pay or discharge; provided, however, the preceding shall not be construed as obligating Property Owner to satisfy any lien or encumbrance on the Property other than Voluntary Title Encumbrances. Any lien or encumbrance or apparent lien or encumbrance appearing of record against the Property which can be discharged by the payment of money shall not be an objection to title if Property Owner, at Property Owner's sole option, shall at the Closing cause to be delivered either
(a) a duly executed and acknowledged satisfaction along with the filing fee, or
(b) a payoff letter or demand and the appropriate funds to satisfy the lien or encumbrance.

4.3.6 Title Policy. CBL/OP's obligation to consummate the transactions contemplated by this Agreement shall be subject to and conditioned upon the Title Company's willingness to issue, upon the condition of the payment of the Title Company's premium and the delivery of the documents referred to in Section 5.6 below, an ALTA Extended Coverage Owner's Policy of Title Insurance (referred to herein as the "Title Policy"), insuring CBL/OP in the amount of the Purchase Price that fee title to the Real Property is vested in CBL/OP as of the Closing, subject only to the title policy form conditions, exclusions from coverage and exceptions, and the Permitted Exceptions. Notwithstanding the immediately preceding sentence, the issuance of ALTA Extended Coverage and any title endorsements as part of the Title Policy shall not be a condition precedent to the Closing unless (a) CBL/OP has delivered to the Title Company prior to the Closing Date, any necessary modification, update or recertification of the ALTA Survey in current insurable form and otherwise satisfactory to the Title Company, (b) the Title Company confirms in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements which have been requested by CBL/OP prior to the Title Objection Deadline, and (c) CBL/OP pays for all costs of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs of any such title endorsements requested by CBL/OP (other than any endorsements Property Owner has agreed to cause to be issued pursuant to a Property Owner's

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Title Notice). If, prior to the Title Objection Deadline, CBL/OP has not delivered any necessary modification, update or recertification of the ALTA Survey in current insurable form satisfactory to the Title Company and the Title Company has not confirmed in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements requested by CBL/OP, then the condition in this Section 4.3.6 shall be the Title Company's willingness to issue an ALTA Standard Coverage Owner's Policy of Title Insurance (with only those endorsements the Title Company has affirmatively agreed in writing prior to the Title Objection Deadline to issue) and all references in this Agreement to the "Title Policy" shall mean and refer to such ALTA Standard Coverage Owner's Policy of Title Insurance rather than an ALTA Extended Coverage Owner's Policy of Title Insurance. In the event of any failure of the condition in this Section 4.3.6, CBL/OP shall have the right to terminate this Agreement by delivering written notice thereof to Property Owner and Escrow Holder no later than the Closing Date, and the failure by CBL/OP to timely deliver such notice of termination shall be deemed CBL/OP's waiver of such condition. If such termination notice is provided, Property Owner shall nonetheless have a period of 10 days after receipt of such notice to satisfy such condition (and the Closing Date shall be accordingly extended, if applicable), and if such condition is remedied within such 10 day period, the Closing shall be consummated in accordance with the provisions of this Agreement. In the event of any such termination, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. The Title Company's willingness at Closing to issue the Title Policy to CBL/OP shall only be a condition to CBL/OP's obligations and not a covenant of Property Owner.

4.3.7 Permitted Exceptions. As used in this Agreement, the term "Permitted Exceptions" shall mean (a) all matters disclosed in the Title Documents and to which CBL/OP does not raise a Title Objection prior to the Title Objection Deadline, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.2 above; (b) any new title exceptions first raised by the Title Company in any modification, update, recertification or amendment to the Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.3 above; (c) Intentionally Omitted; (d) Intentionally Omitted; (e) all existing Tenant Leases, all new Tenant Leases and amendments, modifications, supplements and extension to any of the foregoing which are entered into following the Effective Date and are permitted pursuant to this Agreement, and the rights of Tenants in possession thereunder, as tenants only; (f) Intentionally Omitted; (g) any financing statements, chattel mortgages or other liens and encumbrances relating to financing obtained by Tenants and encumbering only the property of Tenants; (h) any Survey Exceptions unless objected to by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, business improvement districts or local improvement districts) for the fiscal year in which the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and all other applicable laws, ordinances and governmental regulations affecting the Property; and (k) all matters directly or indirectly caused by CBL/OP or arising through CBL/OP. Notwithstanding anything to the contrary contained in this Agreement, liens and encumbrances for the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any

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local improvement district levies and special assessments shall not be discharged at Closing and shall not be an objection to title (subject to the proration of the current installments thereof as provided in Section 6.2 below).

4.4 Inspection Obligations.

4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real Property and conducting any investigations, inspections, tests and studies of the Property or the Property Records prior to or following the execution and delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors and representatives shall be obligated to: (a) comply with all terms of the Tenant Leases regarding entry rights and obligations of third parties and not disturb the Anchor Stores, the Tenants or other occupants or interfere with the Anchor Stores', the Tenants' or other occupants' right of quiet enjoyment or use of the Property pursuant to any Tenant Leases or other occupancy rights; (b) not unreasonably interfere with the operation, use and maintenance of the Property or the remainder of the Shopping Center or any of the construction work being performed at the Property or the remainder of the Shopping Center; (c) not damage any part of the Property or the remainder of the Shopping Center or any personal property owned or held by any Anchor Store, any Tenant or other occupant of the Shopping Center or any third party; (d) not injure or otherwise cause bodily harm to Property Owner, any Anchor Store, any Tenant or any other occupant of the Shopping Center or any of their respective agents, contractors and employees, or any other third party; (e) maintain commercial general liability (occurrence) insurance in terms and amounts set forth in Section 4.4.3 covering any accident arising as a result of the presence of CBL/OP and CBL/OP's agents, consultants, contractors and representatives on the Real Property and deliver a certificate of insurance verifying such coverage to Property Owner prior to any entry upon the Real Property (such insurance policy maintained by or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering the indemnities herein and shall (i) name the Property Owner and Property Owner's Property Manager as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by CBL/OP hereunder shall be primary and non-contributing with any other insurance available to Property Owner"); (f) promptly pay when due the costs of all tests, investigations, studies and examinations done with regard to the Property; (g) not permit any liens to attach to the Property or the remainder of the Shopping Center by reason of the exercise of CBL/OP's rights hereunder and promptly remove or cause to be removed (by bonding or otherwise) any such liens which attach to the Property or the remainder of the Shopping Center; (h) fully restore the Real Property and the Personal Property to the condition in which the same was found before any such inspections, tests or studies were undertaken; provided that CBL/OP shall have no obligation to remediate any hazardous materials on the Property except to the extent CBL/OP introduced the same onto the Property or exacerbated any pre-existing hazardous materials condition at the Property; (i) comply with the confidentiality standards set forth in Section 4.2 above; and (j) comply with the terms and provisions of
Section 4.1 above.

4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold Property Owner and Property Owner's respective agents, advisors, employees and contractors harmless from and against any and all liens, claims, losses, liabilities, damages, costs, causes of action and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of (a) CBL/OP's negligence or willful misconduct or the negligence or willful misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's

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investigations, inspections, tests and studies of the Property and/or the Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or representatives of the provisions of this Article IV, excluding, however, any Claims arising from the sole negligence or intentional misconduct of a person to be indemnified hereunder. Notwithstanding any provision to the contrary contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3 and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall survive the Closing or earlier termination of this Agreement.

4.4.3 CBL/OP's Insurance. CBL/OP shall deliver to Property Owner a certificate of insurance providing the following: (a) commercial general liability insurance insuring Property Owner for bodily injury, property damage and personal injury liability, each with a limit liability of $3,000,000 for each occurrence and in the aggregate, (b) in like amount covering CBL/OP's contractual liability under the aforesaid hold harmless provision, and automobile liability insurance limits for each occurrence of not less than $1,000,000 with respect to personal injury or death and $500,000 with respect to property damage, and (c) workers compensation insurance or similar insurance in form and in amounts required by law.

4.5 Intentionally omitted.

4.6 CBL/OP Deliveries Upon Termination. If this Agreement is terminated pursuant to any of the applicable terms hereof for any reason other than a default solely on the part of Property Owner, (i) the provisions of Section 4.1.2 shall survive such termination for a period of one year and (ii) CBL/OP covenants and agrees to deliver to Property Owner no later than 5 Business Days following the date of such termination the originals of all Property Records, if any, delivered to CBL/OP by or on behalf of Property Owner. In addition to any other remedies available to Property Owner, Property Owner shall have the right to seek equitable relief (including specific performance) against CBL/OP and CBL/OP's representatives to enforce the provisions of this Section 4.6.

4.7 Cancellation of Service Contracts. Subject to the Tenant Prospect Commission Obligations as set forth below, Property Owner shall terminate effective as of the Closing that certain leasing and management agreement dated July 1, 2000, between Property Owner and Property Owner's Property Manager (the "Property Management Agreement") and any other existing leasing listing agreement entered into by Property Owner for the Real Property. Property Owner shall give notice of cancellation of all Service Contracts except those identified on Exhibit J attached hereto, which notice of termination by Property Owner shall be effective as of the Closing and conditional upon the Closing taking place in a timely manner in accordance with this Agreement. Property Owner and CBL/OP agree as follows with respect to the cancellation fees, penalties, damages or payments, if any, required to be paid for the cancellation of any Service Contracts: (a) CBL/OP shall pay any cancellation fee, penalty, damages or payment required for the cancellation of any Service Contract (other than the Property Management Agreement or any other existing leasing listing agreement entered into by Property Owner for the Real Property) in accordance with CBL/OP's request; (b) Property Owner shall pay any cancellation fee, penalty, damages or payment (other than the Tenant Prospect Commission Obligations) required for the cancellation of the Property Management Agreement or any other existing leasing listing agreement entered into by Property Owner with respect to the Real Property, and (c) CBL/OP shall be responsible for the obligations

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of Property Owner pursuant to the Property Management Agreement to pay, or reimburse Property Owner for the payment of, a leasing commission to Property Owner's Property Manager if following the termination of the Property Management Agreement a lease is entered into with a party identified as a prospective tenant, and disclosed in writing to CBL/OP at least 5 days prior to the Closing Date, with whom Property Owner and/or Property Owner's Property Manager had been negotiating prior to the termination of the Property Management Agreement (the "Tenant Prospect Commission Obligations"). Notwithstanding anything to the contrary contained herein, Property Owner's cancellation of any Service Contract (other than the Property Management Agreement with Property Owner's Property Manager or any existing leasing listing agreement entered into by Property Owner for the Real Property) shall not be a condition to Closing or CBL/OP's obligations hereunder. At the Closing, Property Owner shall terminate all Service Contracts other than those identified on Exhibit J attached hereto. CBL/OP acknowledges that, notwithstanding the foregoing, Property Owner shall have no obligation to terminate and CBL/OP shall assume at Closing the Tenant Prospect Commission Obligations of Property Owner pursuant to the Property Management Agreement.

ARTICLE V

ESCROW AND CLOSING

5.1 Escrow.

5.1.1 Opening of Escrow. Property Owner and CBL/OP shall open an escrow (the "Escrow") with Escrow Agent for the consummation of the transaction contemplated by this Agreement by delivering copies of this Agreement executed by the parties to Escrow Agent at the Escrow Agent's address specified in Section 1.6 above. Upon receipt of this Agreement executed by the parties, Escrow Agent shall (a) execute and date the Joinder by Escrow Agent attached hereto solely in order to evidence Escrow Agent's agreement to act as Escrow Agent in accordance with the terms and provisions of this Agreement, (b) immediately notify Property Owner and CBL/OP in writing by facsimile of the date Escrow Agent has executed the attached Joinder by Escrow Agent and (c) immediately deliver to Property Owner and CBL/OP by overnight courier ink-signed originals of this Agreement fully executed in counterpart by Property Owner, CBL/OP and Escrow Agent.

5.1.2 Escrow Instructions. This Agreement, together with such supplementary or further escrow instructions as Property Owner and CBL/OP shall provide to Escrow Agent by written agreement, shall constitute the instructions to Escrow Agent for the Escrow. Property Owner and CBL/OP hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to close the transaction contemplated hereby. Property Owner and CBL/OP also agree to execute, if necessary, Escrow Agent's standard or pre-printed escrow instructions but only to the extent such standard or pre-printed escrow instructions are consistent with this Agreement (including Escrow Agent's duties contained herein) and are reasonably acceptable to Property Owner and CBL/OP. Any such additional or supplementary instructions and/or any pre-printed or standard instructions shall not supersede or conflict with this Agreement and any such conflict shall be governed by the terms of this Agreement.

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5.1.3 Closing. As used in this Agreement, the "Closing" shall mean the consummation of the purchase and sale transaction contemplated by this Agreement, as evidenced by the recordation of the Special Warranty Deeds in the Official Records. Each party shall timely deposit with Escrow Agent the funds, documents and supplementary written escrow instructions required by this Agreement in order to consummate the Closing of the sale and transfer of the Property in accordance with this Agreement.

5.1.4 Closing Date. The Closing shall occur through Escrow on the Closing Date. Property Owner and CBL/OP acknowledge and agree that time is expressly of the essence with respect to the Closing Date specified in Section 1.5, and except as otherwise provided in Sections 4.3.6 and Section 10.2, the failure of either party to timely perform such party's obligations by such Closing Date shall constitute a material breach of this Agreement.

5.2 Conditions Precedent to the Closing for the Benefit of CBL/OP. The Closing and CBL/OP's obligation to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent for CBL/OP's benefit set forth below in this
Section 5.2. The conditions precedent set forth below in Section 5.2.3 through
Section 5.2.12 are referred to as the "CBL/OP Closing Conditions." The CBL/OP Closing Conditions must be satisfied or waived no later than the Closing Date.

5.2.1 Intentionally omitted.

5.2.2 Intentionally omitted.

5.2.3 Property Owner's Deliveries. On or before the Closing Date, Property Owner shall have delivered to Escrow Agent the documents described in Section 5.4 below.

5.2.4 Representations and Warranties. All representations and warranties of Property Owner contained in Section 7.1 of this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date with the same effect as if those representations and warranties were made at and as of the Closing Date and Property Owner shall have delivered to CBL/OP a certificate, dated as of the Closing Date, confirming (without material exception or qualification) that all of the representations and warranties of Property Owner contained in this Agreement, are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date, and certifying an updated Lease Schedule/Rent Roll in the same form as delivered herewith (the "Property Owner's Closing Certificate"). If the Property Owner's Closing Certificate shall contain any material exception or qualification, then this condition shall not be deemed satisfied to such effect. Notwithstanding the foregoing, it is agreed that: (a) any changes to the Lease Schedule/Rent Roll due to any or all of the following shall not constitute material exceptions or qualifications for the purposes of this condition: (i) any new Tenant Leases or amendments, modifications, supplements, or extensions of existing Tenant Leases entered into by Property Owner as permitted under Section 8.4 below, (ii) terminations of any existing Tenant Leases either as entered into or effected by Property Owner as permitted under Section 8.4 below or which do not require the consent or agreement of the Property Owner, or (iii) defaults of any Tenants under any Tenant Leases; and (b) any change in the physical condition of the Real Property after the Final Approval Date shall not constitute material exceptions or qualifications for the purposes of this condition unless such

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change in physical condition (1) would cost CBL/OP in excess of One Million Dollars ($1,000,000) to repair, or (2) is due to the failure of Property Owner to perform any express covenant set forth in this Agreement. Nothing set forth in this Section shall be deemed to modify the provisions of Article XI.

5.2.5 Covenants. As of the Closing Date, Property Owner shall have performed all material covenants and/or agreements to be performed by Property Owner under this Agreement and Property Owner shall not be in material default in the performance of any material covenant or agreement to be performed by Property Owner under this Agreement.

5.2.6 Tenant and Anchor Store Estoppel Certificates. On or before the Closing Date, CBL/OP shall have received estoppel certificates, dated not earlier than August 16, 2005, from (i) all of the Anchor Stores ("Anchor Estoppel Certificates") and (ii) from a sufficient number of non-Anchor Tenants of the Real Property (the "Tenant Estoppel Certificates") so that Tenant Estoppel Certificates shall be received with respect to not less than 80% of the rentable area of the Improvements covered by Tenant Leases of non-Anchor Tenants. Property Owner shall submit Anchor Estoppel Certificates to the Anchor Stores and the Tenant Estoppel Certificates to the Tenants for execution and use commercially reasonable efforts (as hereinafter described in this Section 5.2.6 below) to obtain Anchor Estoppel Certificates in form approved by CBL/OP, and Tenant Estoppel Certificates substantially in the form of Exhibit B attached hereto; provided, however, that if the applicable Tenant Lease provides for a Tenant Estoppel Certificate in a form which is different from that attached as Exhibit B hereto or otherwise limits the information required to be certified by the applicable Tenant, then a Tenant Estoppel Certificate in substantially the form provided for in an applicable Tenant Lease, or setting forth only such other information as is required of the applicable Tenant pursuant to the applicable Tenant Lease, shall be deemed in acceptable form (subject to the penultimate sentence of this Section 5.2.6), and an Anchor Estoppel shall be deemed in acceptable form (subject to the final sentence of this Section 5.2.6) if an Anchor Estoppel Certificate covers all matters as are required under the Anchor Lease, or if no such matters are required, if an Anchor Estoppel Certificate is in the form customarily used by the Anchor Store. Property Owner's sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain such Tenant Estoppel Certificates and Anchor Estoppel Certificates (such commercially reasonable efforts obligation not including any obligation to institute legal proceedings, waive any rights, or to grant any concessions or expend any monies therefor). Any executed Tenant Estoppel Certificate received from a Tenant which has been modified by the Tenant to allege a material default by Property Owner as landlord under such Tenant's Tenant Lease or facts which are materially inconsistent with the information set forth in the Tenant Estoppel Certificate delivered to such Tenant shall not, at CBL/OP's election, be applied toward the eighty percent (80%) requirement set forth above. Any executed Anchor Estoppel Certificate which alleges a material default by Property Owner or facts which are materially inconsistent with the information set forth in the Anchor Estoppel Certificate delivered to such Anchor Store shall not, at CBL/OP's election, satisfy this closing condition.

5.2.7 Condemnation or Casualty. CBL/OP shall not have terminated this Agreement by reason of the condemnation of a Material Portion of the Property in accordance with Section 11.1 below and CBL/OP shall not have terminated this Agreement by reason of Material Damage to the Real Property in accordance with
Section 11.3 below.

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5.2.8 Title Policy. As of the Closing Date, the Title Company shall have issued or irrevocably committed to issue the Title Policy to CBL/OP as provided in
Section 4.3.6 above.

5.2.9 Intentionally Omitted.

5.2.10 Intentionally Omitted.

5.2.11 Intentionally Omitted.

5.2.12 Simultaneous Closings Under Other Mall Contracts. The transactions contemplated under the Other Mall Contracts shall close simultaneously with the Closing hereunder, except this shall not be a CBL/OP Closing Condition if the closing under the Other Mall Contracts shall fail to occur by reason of the default of CBL/OP, and in such case, the provisions of Section 2.3.2 shall apply.

CBL/OP shall not willfully or in bad faith act or willfully or in bad faith fail to act for the purpose of permitting any CBL/OP Closing Condition to fail. In the event any of the foregoing CBL/OP Closing Conditions are not satisfied (or otherwise waived by CBL/OP) on the Closing Date for any reason other than a default by Property Owner or CBL/OP hereunder, and such failure of condition is not remedied within 10 days after notice to Property Owner of such failure of condition, this Agreement shall terminate, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing Condition is also a default by Property Owner, the provisions of Section 10.2 shall govern; and in the event the failure of any CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section 10.1 shall govern. CBL/OP shall at all times prior to the termination of this Agreement have the right to waive any of the CBL/OP Closing Conditions. Except for those deemed waivers due to CBL/OP's failure to timely deliver a notice of objection or termination, any such waiver shall be in writing. Furthermore, the election by CBL/OP to proceed with the Closing and the disbursement of the Purchase Price shall be deemed CBL/OP's waiver of any CBL/OP Closing Condition to the extent any such CBL/OP Closing Condition has not been previously satisfied or waived.

5.3 Conditions Precedent to the Closing for the Benefit of Property Owner. The Closing and Property Owner's obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver by the respective dates designated below of the following conditions precedent for Property Owner's benefit set forth below in this
Section 5.3. The conditions precedent set forth below in this Section 5.3 are referred to collectively as the "Property Owner's Conditions Precedent" and individually as a "Property Owner's Condition Precedent."

5.3.1 CBL/OP's Deliveries. On or before the Closing Date, CBL/OP shall have delivered to Escrow Agent all of the funds and documents as provided in Section
Section 3.7 and in Section 5.6 of this Agreement.

5.3.2 Intentionally omitted.

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5.3.3 Covenants. As of the Closing Date, CBL/OP shall have performed all material covenants and/or agreements to be performed by CBL/OP under this Agreement and CBL/OP shall not be in default in the performance of any material covenant or agreement to be performed by CBL/OP under this Agreement.

5.3.4 Title Policy. As of the Closing Date, the Title Company shall have issued or irrevocably committed to issue the Title Policy to CBL/OP and/or CBL/OP, subject to the limitations provided in Section 4.3.6 above.

5.3.5 Representations and Warranties. All representations and warranties of CBL/OP contained in Section 7.6 of this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date with the same effect as if those representations and warranties were made at and as of the Closing Date and CBL/OP shall have delivered to Property Owner a certificate, dated as of the Closing Date, confirming (without material exception or qualification) that all of the representations and warranties of CBL/OP contained in this Agreement, are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (the "CBL/OP Closing Certificate"). If the CBL/OP Closing Certificate shall contain any material exception or qualification, then this condition shall not be deemed satisfied to such effect.

5.3.6 Intentionally Omitted.

5.3.7 Intentionally Omitted .

5.3.8 Simultaneous Closings Under Other Mall Contracts. The transactions contemplated under the Other Mall Contracts shall close simultaneously with the Closing hereunder, except this shall not be a Property Owner Closing Condition if the closing under the Other Mall Contracts shall fail to occur by reason of the default of Property Owner or the contributors thereunder, and in such case, the provisions of Section 2.3.2 shall apply.

Property Owner shall not willfully or in bad faith act or willfully or in bad faith fail to act for the purpose of permitting any Property Owner Condition Precedent to fail. In the event any of the foregoing Property Owner Conditions Precedent are not satisfied (or otherwise waived by Property Owner) by the respective dates designated above in this Section 5.3 for any reason other than a default by CBL/OP or Property Owner hereunder, this Agreement shall terminate, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing Condition is also a default by Property Owner, the provisions of Section 10.2 shall govern; and in the event the failure of any CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section 10.1 shall govern. Property Owner shall at all times prior to the termination of this Agreement have the right to waive any of the Property Owner Conditions Precedent. Any such waiver shall be in writing; provided, however, the election by Property Owner to proceed with the Closing and the recording of the Special Warranty Deed shall be deemed Property Owner's waiver of any Property Owner Condition Precedent to the extent any such Property Owner Condition Precedent has not been previously satisfied or waived.

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5.4 Property Owner's Deliveries. On or prior to the Closing Date, Property Owner shall make the following deliveries to Escrow Agent:

5.4.1 Special Warranty Deed. Property Owner shall deliver a special warranty deed in the form attached as Exhibit C hereto (the "Special Warranty Deed"), executed and acknowledged by Property Owner, conveying the Real Property to CBL/OP subject to the Permitted Exceptions, to all matters of record, and to such facts as would be disclosed by an accurate survey.

5.4.2 Tenant Lease Assignment. Property Owner shall deliver two counterpart originals of an assignment and assumption of leases in the form attached as Exhibit D hereto (the "Assignment and Assumption of Tenant Leases"), executed by Property Owner, as well as all tenant letters of credit.

5.4.3 Bill of Sale and General Assignment. Property Owner shall deliver two counterpart originals of a bill of sale and general assignment in the form attached as Exhibit E hereto (the "Bill of Sale and General Assignment"), executed by Property Owner.

5.4.4 Non-Foreign Certificate. Property Owner shall deliver two counterpart originals of a certification from Property Owner as required by the Foreign Investors Real Property Tax Act, as amended, in the form attached as Exhibit F hereto (the "FIRPTA Certificate"), executed by Property Owner.

5.4.5 Tenant Notices. Property Owner shall join with CBL/OP to execute a notice in the form of Exhibit G hereto (the "Tenant/Anchor Notices") which CBL/OP shall send to each Tenant under each of the Tenant Leases and to each Anchor Store informing such Tenant or Anchor Store of the transfer of the Property and of the assignment to CBL/OP of Property Owner's interest in, and obligations under, the Tenant Leases (including, if applicable any Tenant Deposits) and directing that all rent and other sums payable after Closing under each such Tenant Lease shall be paid as set forth in the notice.

5.4.6 Estoppels. Property Owner shall deliver such Tenant Estoppel Certificates and Anchor Estoppel Certificates as are in Property Owner's possession.

5.4.7 Closing Statement. Property Owner shall join with CBL/OP in delivering a Closing Statement (defined hereinafter) reflecting the consideration paid at Closing, with all adjustments as set forth herein, and all other costs of the transaction that are customarily included on closing statements in the state wherein the Property is located and pay any such net amount owing at Closing after taking into account the credits and prorations set forth on the Proration and Expense Schedule (as defined hereinafter).

5.4.8 Authority. Property Owner shall deliver evidence of the existence, organization and authority of Property Owner and of the authority of the person executing documents on behalf of Property Owner which evidence shall be subject to the reasonable approval of CBL/OP.

5.4.9 Intentionally Omitted;

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5.4.10      Intentionally Omitted.

5.4.11      Intentionally Omitted

5.4.12      Intentionally Omitted

5.4.13 Original Documents. Property Owner shall deliver to CBL/OP the original Tenant Leases, Service Contracts that CBL/OP has elected to assume pursuant to
Section 4.7 above and licenses and permits, if any, assigned to CBL/OP and in the possession of Property Owner or Property Owner's agents or Property Owner's Property Manager, together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property and the Books and Records.

5.4.14 Possession. Subject to the rights of Tenants and the Anchor Stores, Property Owner shall deliver possession and occupancy of the Property together with any keys, electronic pass cards or devices (to the extent in Property Owner's possession or control) to all entrance doors and doors to equipment and utility rooms and vault boxes located in or related to the Property.

5.4.15 Contract Termination. Property Owner shall deliver to CBL/OP such evidence satisfactory to CBL/OP that the Property Management Agreement has been terminated, and copies of all correspondence sent and received by Property Owner relating to the termination of those Service Contract that CBL/OP has not agreed to assume.

5.4.16 Updated Lease Schedule/Rent Roll; Property Owner Closing Certificate. Property Owner shall deliver to CBL/OP an updated Lease Schedule/Rent Roll for the Property reflecting the then-current status of all Tenant Leases as of the Closing Date, together with the Property Owner Closing Certificate.

5.4.17 Intentionally Omitted.

5.4.18 Intentionally Omitted

5.4.19 Owner's Affidavit. The general partners of Property Owner shall deliver to an Owner's Affidavit which shall be substantially in the form attached hereto as Exhibit S.

5.4.20 Other Documents. Property Owner shall deliver such other documents as may be reasonably required by Escrow Agent or the Title Company (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Property Owner or result in any new or additional obligation, covenant, representation or warranty of Property Owner under this Agreement beyond those expressly set forth in this Agreement).

5.5 Existing Property Owner Debt. Property Owner shall be responsible for any prepayment penalties or other prepayment amounts owing to its current lender in connection with the payment of its existing debt and described on Schedule II hereof ("Existing Property Owner Debt").

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5.6 CBL/OP's Deliveries. Prior to the Closing Date, CBL/OP shall deliver to Escrow Agent the following:

5.6.1 Funds. The Purchase Price, plus all net prorations, closing costs and other funds required to be paid or provided by CBL/OP under this Agreement (all monies CBL/OP is required to deliver shall be delivered by wire transfer of immediately available funds to the account designated by Escrow Agent on the Business Day immediately preceding the Closing Date so that the Closing may occur and Escrow Agent will be able to disburse good funds to Property Owner no later than 1:00 p.m. on the Closing Date).

5.6.2 Tenant Lease Assignment. CBL/OP shall deliver two counterpart originals of the Assignment and Assumption of Tenant Lease executed by CBL/OP.

5.6.3 Bill of Sale and General Assignment. CBL/OP shall deliver two counterpart originals of the Bill of Sale and General Assignment, executed by CBL/OP ; -

5.6.4 Closing Statement. Join with Property Owner in delivering a Closing Statement reflecting the consideration paid at Closing, with all adjustments as set forth herein, and all other costs of the transaction that are customarily included on closing statements in the state wherein the Property is located and pay any such net amount owing at Closing after taking into account the credits and prorations set forth on the Proration and Expense Schedule.

5.6.5 CBL/OP Closing Certificate. CBL/OP shall deliver to Property Owner the CBL/OP Closing Certificate.

5.6.6 Authority. Evidence of the existence, organization and authority of CBL/OP and of the authority of the persons executing documents on behalf of CBL/OP reasonably satisfactory to the Title Company.

5.6.7 Other Documents. Such other documents as may be reasonably required by Escrow Agent, Property Owner or the Title Company (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of CBL/OP or result in any new or additional obligation, covenant, representation or warranty of CBL/OP under this Agreement beyond those expressly set forth in this Agreement).

5.7 Intentionally Omitted.

5.8 Closing Costs.

5.8.1 Property's Owner's Closing Costs. Property Owner shall pay (a) the portion of the premium for the Title Policy attributable to an ALTA Standard Coverage Title Policy (as well as any endorsements which Property Owner agrees to have issued to cure a Title Objection), (b) all legal and professional fees and fees of other consultants incurred by Property Owner, (c) Intentionally Omitted, (d) one-half of all Escrow fees and Escrow costs related to the sale of the Property to CBL/OP (as opposed to any Escrow fees and Escrow costs related to any financing obtained by CBL/OP which shall be paid by CBL/OP), (e) the payment to Property Owner's Broker as provided in Section 5.9 below, and (f) any

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pre-payment penalties or yield maintenance charges payable on any indebtedness of Property Owner that is not a Permitted Exception.

5.8.2 CBL/OP's Closing Costs. CBL/OP shall pay (a) the excess portion of the premium for the Title Policy attributable to an ALTA Extended Coverage Title Policy (if the Title Policy is an ALTA Extended Coverage Title Policy), (b) the cost of any endorsements to the Title Policy requested by CBL/OP (if the Title Policy includes any endorsements) other than any endorsements which Property Owner agrees to cause to be issued to cure a Title Objection, (c) any cost of obtaining the Updated Survey, (d) the county and city transfer/recording taxes, if any, assessed on the recording of the Special Warranty Deed conveying the Property to CBL/OP, (e) all legal and professional fees and fees of other consultants incurred by CBL/OP, (f) any and all Escrow fees and costs and any other costs and expenses whatsoever related to any financing obtained by CBL/OP,
(g) all recording fees and charges, (h) one-half of all Escrow fees and Escrow costs related to the sale of the Property to CBL/OP, and (i) all fees, costs, charges, points, title insurance premiums, recording fees, mortgage registration taxes for any financing obtained by CBL/OP and other costs and expenses incurred in connection with the such financing.

5.8.3 General Allocation. Any other closing costs and expenses which are not addressed in Section 5.8.1 and Section 5.8.2 above shall be allocated between CBL/OP and Property Owner in accordance with the customary practice in the jurisdiction in which the Property is located.

5.9 Real Estate Commissions. Property Owner shall be responsible for any commission, fee or other payment which may be due to Eastdil Realty Company, L.L.C., a New York limited liability company ("Property Owner's Broker") at Closing in connection with the transactions contemplated by this Agreement. Except for any commission that may be payable to Property Owner's Broker as set forth above, each party hereto hereby represents and warrants to the other party that no real estate brokerage commission is payable to any person or entity in connection with the transaction contemplated herein based upon any dealings or actions by the party making such representation. Each party further agrees to and shall indemnify, protect, defend and hold the other party harmless from and against the payment of any commission to any person or entity claiming by, through or under the indemnifying party. This indemnification shall extend to any and all claims, liabilities, costs, losses, damages, causes of action and expenses (including reasonable attorneys' fees and court costs) arising as a result of such claims and shall survive the Closing or any termination of this Agreement.

5.10 Real Estate Reporting Person. Escrow Agent is hereby designated the "real estate reporting person" for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045 4 and any settlement statement prepared by the Title Company shall so provide. Upon the Closing, CBL/OP and Property Owner shall cause Escrow Agent to file a Form 1099 information return and send the statement to each party as required under the aforementioned statute and regulation.

5.11 Post-Closing Access to Records. CBL/OP, Property Owner, and Property Owner's Property Manager shall cooperate with each other after Closing in case of either's need in response to any legal requirement, regulatory audit

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requirement, tax audit, tax return preparation, audit of common area maintenance or other charges assessed against Tenants or Anchor Stores or litigation threatened or brought against either the CBL/OP or Property Owner or other legitimate business reason, by allowing the other party and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by such party), at reasonable times to examine and make copies of any and all instruments, files and records pertaining to the Property with respect to any period of time prior to the Closing (including the Books and Records), which right shall survive Closing for a period of 7 years.

5.12 SEC Reporting Requirements. For the period commencing on the Execution Date and continuing through the first anniversary of the Closing Date, and without limitation of other document production otherwise required of Property Owner's Property Manager hereunder, Property Owner shall, or shall cause Property Owner's Property Manager to, from time to time, upon reasonable advance written notice from CBL/OP, provide CBL/OP and its representatives with (i) all financial, leasing and other information pertaining to the period of Property Owner's ownership and operation of the Property that is relevant and reasonably necessary, in the opinion of CBL/OP's outside, third party accountants (the "Accountants"), to enable CBL/OP and its Accountants to prepare financial statements and conduct audits of such financial statements in accordance with generally accepted auditing standards such that CBL/OP shall be in compliance with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05 references Rule 3-14 of Regulation S-X of the regulations of the Securities and Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the regulations of the Commission, as applicable; (b) any other rule issued by the Commission and applicable to CBL/OP; and (c) any registration statement, report or disclosure statement filed with the Commission by or on behalf of CBL/OP; and (ii) a representation letter, signed by the individual(s) responsible for Property Owner's financial reporting, in the form prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, if such representation letter is required by the Accountants to render an opinion concerning Property Owner's financial statements.

ARTICLE VI
PRORATIONS

6.1 General. The following items set forth below in this Article VI are to be adjusted and prorated between Property Owner and CBL/OP as of 12:01 a.m. on the Closing Date (the "Adjustment Time"). All prorations shall be calculated as if the Property had been sold by Property Owner to CBL/OP on the Closing Date such that CBL/OP shall be deemed to own the Property, and therefore entitled to any revenues and responsible for any expenses, for the entire day upon which the Closing occurs). Such adjustments and prorations shall be calculated on the actual days of the applicable month and all annual prorations shall be based upon a 365 day year. The net amount resulting from the prorations and adjustments provided for in this Article VI (along with the allocation of Closing costs in accordance with Section 5.8 above) shall be added to (if such net amount is in Property Owner's favor) or deducted from (if such net amount is in CBL/OP's favor) the amount of the Purchase Price.

6.2 Real Estate Taxes. Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district

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liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Property Owner shall be responsible for all Real Estate Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Taxes shall be prorated based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Property Owner shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase in Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Property Owner and CBL/OP hereunder. The rights of Property Owner and CBL/OP to their respective shares of any refund of Real Estate Taxes shall be subject to the rights of the Tenants under the Tenant Leases in regard to Overage Rents, and any portion of any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the refund pertains to a period prior to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate Taxes due the Tenants. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner is responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectively.

6.3 Operating Expenses. As used herein, "Operating Expenses" means all fees and charges for sewer, water, electricity, heat and air-conditioning service and other utilities; common area maintenance charges; rental taxes, personal property taxes, business occupational taxes and municipal taxes other than Real Estate Taxes; landlord's contributions to merchant or project associations or to promotional funds; periodic charges payable under Service Contracts assigned to and assumed by CBL/OP; periodic fees payable under transferable licenses and permits for the operation (as opposed to the construction) of the Property; and any other costs and expenses with respect to the operation and maintenance of the Property. Subject to the provisions of Section 6.4.3 below, Operating Expenses shall be prorated as of the Adjustment Time such that Property Owner shall be responsible for all Operating Expenses attributable on an accrual basis to the period prior to the Adjustment Time and CBL/OP shall be responsible for all Operating Expenses attributable on an accrual basis to the period from and after the Adjustment Time. If invoices or bills for any of such costs and expenses are unavailable on or before the Closing Date, such costs and expenses shall be estimated and prorated at Closing based upon the latest information available (including prior bills and operating history) and a final and conclusive readjustment of any cost and expense item shall be made upon receipt of the actual invoice or bill, but in all events no later than 90 days following the Closing. CBL/OP shall take all steps necessary to effectuate the transfer of all utilities to CBL/OP's name as of the date of Closing, and where necessary, open a new account in CBL/OP's name and post deposits with the

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utility companies. CBL/OP and Property Owner's Property Manager shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. If CBL/OP and Property Owner's Property Manager are unable to obtain final meter readings as of the Closing Date from all applicable meters, such expenses shall be estimated at Closing based upon the operating history of the Property subject to the final adjustment in all events no later than 90 days following the Closing as provided above in this Section 6.3. Property Owner shall be entitled to recover any and all deposits held by any utility companies as of the date of Closing, and if any such deposits are not returned to Property Owner on or before the Closing Date and are assigned to CBL/OP, such amounts shall be credited to Property Owner's account and increase the amount of funds payable by CBL/OP at Closing.

6.4 Rentals.

6.4.1 Certain Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below in this Section 6.4.1:

(a) "Base Rents" means all fixed rents, base rents, minimum rents or basic rentals payable in fixed installments for stated periods by Tenants under Tenant Leases.

(b) "Overage Rents" means any additional rent, expense reimbursements, utility charges, management charges, common area maintenance or "CAM" charges, escalation rents, operating cost "pass-throughs," and "common area expenses" payable by Tenants under Tenant Leases (whether based upon increases in Operating Expenses, Real Estate Taxes, insurance costs or other operating expenses or taxes or based upon increases in labor costs or cost of living or porter's wages), together with any other additional rent payments based upon Real Estate Taxes or Operating Expenses.

(c) "Percentage Rentals" means rents payable by a Tenant under a Tenant Lease which are expressed as a fixed percentage or percentages of the gross receipts or gross sales of the Tenant.

(d) "Rentals" means, collectively, all Base Rents, Overage Rents, Percentage Rentals and other amounts paid or payable by Tenants under their respective Tenant Leases in connection with their occupancy of the Property. "Rentals" shall not include Tenant Security Deposits.

6.4.2 General. Property Owner shall be entitled to all Rentals attributable to the period prior to the Adjustment Time and CBL/OP shall be entitled to all Rentals attributable to the period from and after the Adjustment Time. The amount of any Rentals collected by Property Owner prior to the Adjustment Time and applicable to the period from and after the Adjustment Time shall be credited to CBL/OP at the Closing. Any Rentals (other than Delinquent Rentals to which Property Owner is entitled pursuant to Section 6.5 below) which are received by Property Owner's Property Manager or the Property Owner Representative subsequent to the Adjustment Time shall be promptly delivered to CBL/OP. The provisions of this Section 6.4.2 are subject to Section 6.4.3,
Section 6.4.4 and Section 6.5 below.

6.4.3 Overage Rents. Overage Rents shall be separately prorated as of the Adjustment Time in the manner provided in this Section 6.4.3. Such proration

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shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents due under each Tenant Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Lease. The actual fiscal year for Overage Rents under each Tenant Lease during which the Closing occurs is hereinafter referred to as the "Applicable Overage Rent Year." Non-delinquent Overage Rent collections for the month in which Closing occurs shall be prorated in the same manner as other Rents. Subject to the preceding sentence, to the extent a Tenant makes advance monthly installments or other interim payments on account of projected Overage Rents, Property Owner shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by Property Owner or Property Owner's Property Manager on or prior to the Closing Date and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by CBL/OP following Closing. Upon the expiration of the Applicable Overage Rent Year and the determination of the actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Property Owner shall prorate the Overage Rents for the Applicable Overage Rents Year as follows: (a) Property Owner shall be entitled to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by Property Owner which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year preceding the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and CBL/OP which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year; and (b) CBL/OP shall be entitled to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by CBL/OP which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year after the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and CBL/OP which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year. To the extent Property Owner has collected in advance monthly installments or other interim payments of projected Overage Rents from a Tenant for the Applicable Overage Rent Year which are in excess of the amount of Overage Rents for such Tenant to which Property Owner is entitled hereunder, Property Owner shall, within 10 Business Days after the year-end adjustment of Overage Rents, reimburse CBL/OP for any part of such excess and upon such reimbursement CBL/OP shall be responsible for any refunds and reimbursements due to the Tenant. To the extent Property Owner has collected in advance monthly installments or other interim payments of projected Overage Rents from a Tenant for the Applicable Overage Rent Year which are less than the amount of Overage Rents for such Tenant to which Property Owner is entitled hereunder, CBL/OP shall, to the extent collected by CBL/OP, within 10 Business Days after the year-end adjustment of Overage Rents, reimburse Property Owner the amount of any such shortfall.

Any Overage Rent dispute involving (A) a claim by a Tenant for reimbursement or (B) disputing the amount of the expenses, and in the case of either (A) or (B), relating to any period prior to Closing, shall be the Property Owner's responsibility as to any sums owed to such Tenant, and any sums deemed due from such Tenant for such periods shall likewise be the Property Owner's. CBL/OP shall be responsible for such matters for periods from the date

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of Closing and thereafter. CBL/OP shall be in control of all Overage Rent disputes following the Closing but the parties agree to cooperate in any Overage Rent dispute involving periods prior to the Closing and to provide information and to assist each other in any litigation or other procedures that may ensue with respect to such Overage Rent disputes. Any settlement of a CAM dispute for periods prior to Closing shall require Property Owner's prior approval. Property Owner shall be responsible for all court costs, legal fees (including CBL/OP's attorney's fees and costs) and other costs in any such Overage Rent dispute relating to periods prior to Closing, and CBL/OP shall be responsible for all court costs, legal fees (including Property Owner's attorney's fees and costs) and other costs in any such Overage Rent dispute relating to periods from the date of Closing and thereafter. In the case of a multi-year Overage Rent dispute in which a portion of the period at issue relates to periods prior to the Closing and a portion relates to periods following the Closing, Property Owner and CBL/OP shall each bear a pro rata share of the court costs, legal fees (including CBL/OP's and Property Owner's attorney's fees) and other costs based on the period involved (i.e., in the case of a CAM dispute involving 3 years, 2 prior to Closing and 1 following Closing, Property Owner shall be responsible for 2/3 of the referenced costs and CBL/OP shall be responsible for 1/3). Notwithstanding the foregoing, with respect to any multi-year Overage Rent dispute relating to both periods prior to the Closing and periods after the Closing, Property Owner shall have the right to settle such dispute with respect to periods prior to the Closing, and upon consummation of such settlement, if CBL/OP does not settle such dispute with respect to periods after the Closing simultaneously, Property Owner shall have no obligation to bear any share of court costs, legal fees or other costs pertaining to such dispute incurred after consummation of such settlement.

6.4.4 Percentage Rentals. Percentage Rentals payable by Tenants under Tenant Leases shall be separately prorated as of the Adjustment Time between CBL/OP and Property Owner in the manner provided in this Section 6.4.4. Such proration shall preliminarily be based on 105% of the Percentage Rentals received by Property Owner for the year period preceding the Adjustment Time (the "Projected Percentage Rentals"), with such amount being allocated in the following manner:
Property Owner shall be entitled to an amount equal to the product obtained by multiplying the Projected Percentage Rentals by a fraction, the numerator of which is the number of days between January 1, 2005 and the day preceding the Adjustment Time, and the denominator of which is 365, and CBL/OP shall be entitled to the balance of the Projected Percentage Rentals (the "Preliminary Percentage Rent Proration"). Subsequent to the Closing Date, the Preliminary Percentage Rent Proration shall be adjusted in the following manner: the proration of Percentage Rentals shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the fiscal year set forth in each applicable Tenant Lease for the determination of Percentage Rental. The actual fiscal year for Percentage Rental during which the Closing occurs is hereinafter referred to as the "Applicable Percentage Rental Fiscal Year." Upon the expiration of the Applicable Percentage Rental Fiscal Year, CBL/OP and Property Owner shall prorate the total annual Percentage Rental due from a Tenant for such Tenant's Applicable Percentage Rental Fiscal Year as follows: (a) Property Owner shall be entitled to the portion of the Percentage Rental paid by each Tenant equal to the product obtained by multiplying the total annual Percentage Rental paid by such Tenant by a fraction, the numerator of which fraction is the number of days in the Applicable Percentage Rental Fiscal Year preceding the Adjustment Time and the denominator of which is the total number of days in the Applicable Percentage Rental Fiscal Year; and (b) CBL/OP shall be entitled to the portion

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of the Percentage Rental paid by each Tenant equal to the product obtained by multiplying the total annual Percentage Rental paid by such Tenant by a fraction, the numerator of which fraction is the total number of days in the Applicable Percentage Rental Fiscal Year after the Adjustment Time and the denominator of which is the number of days in the Applicable Percentage Rental Fiscal Year. Any resulting adjustment shall be effected in conformance with
Section 6.9.

6.5 Delinquent Rentals. As used herein, "Delinquent Rentals" means Base Rents which are due and payable prior to or on the day of the Closing but which have not actually been collected by Property Owner as of the day of the Closing. Property Owner's account shall not be credited at the Closing for any Delinquent Rentals but Property Owner shall retain all right, title and interest to any Delinquent Rentals and CBL/OP shall have no rights to any Delinquent Rentals. From and after the Closing, Property Owner's Representative shall be entitled to institute legal proceedings and otherwise attempt to collect any Delinquent Rentals (but without seeking to evict the Tenant) and CBL/OP agrees, at the expense of Property Owner, to cooperate with Property Owner in connection with such collection efforts by Property Owner Representative. Any Delinquent Rentals received by CBL/OP subsequent to the Closing Date shall be first applied to accrued Rents (whether current or that became delinquent following the Closing) owing by the Tenant to CBL/OP, and the balance of Delinquent Rentals shall be promptly remitted to Property Owner.

6.6 Security Deposits. At the Closing, Property Owner shall retain the amount of any Security Deposits which are in cash form and CBL/OP shall receive a credit toward the Purchase Price for such cash Security Deposits. To the extent Property Owner is holding any Security Deposits in the form of a letter of credit, marketable security or other form of non-cash instrument, then, prior to the Closing, Property Owner shall deliver to the Escrow Agent the original letter of credit or other instrument and, at Property Owner's expense or the expense of the applicable Tenant, Property Owner's assignment of the letter of credit, marketable security or other form of non-cash instrument to CBL/OP and an undertaking by Property Owner, until such time as CBL/OP can reasonably obtain a replacement naming CBL/OP as the beneficiary thereof, to draw on or redeem the letter of credit, marketable security or other form of non-cash instrument which names Property Owner as beneficiary or payee at the direction and for the benefit of CBL/OP and at no cost, expense or liability to Property Owner.

6.7 Anchor Store Payments. Prorations of income and expenses attributable to the Anchor Stores shall be made in the same manner as Tenant Leases .

6.8 Tenant Installation Expenses. As used herein, "Leasing Costs" means, collectively, any and all fees, costs, expenses and charges of the landlord arising out of or in connection with entering into any Tenant Lease, any new Tenant Lease for space at the Property and any extensions, renewals or expansions under any Tenant Lease, including (a) brokerage commissions and fees to effect any such leasing transaction (including any fees and commissions owed to Property Owner's Property Manager), (b) expenses ("Tenant Improvement Costs") incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the Tenant's initial construction requirements with regard to such leasing transaction (including any improvements to the Property which are mandated pursuant to applicable building codes and other applicable governmental regulations solely by reason of the tenant improvements being made at the landlord's expense in connection with the

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leasing transaction), (c) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, and (d) if there are any Rental concessions covering any period that the Tenant has the right to be in possession of the demised space, the Rentals that would have accrued during the period of such concession. With respect to the Pending Transactions (as defined below) and other Tenant Lease transactions approved by CBL/OP pursuant to
Section 8.4, CBL/OP agrees that the commissions payable by CBL/OP shall be at the following rates: $5.00 per square foot for new Tenant Leases; $2.50 per square foot for Tenant Lease renewals; $1,000.00 for kiosk Tenant Leases. CBL/OP acknowledges that the benefits of Tenant Leases which are executed after the Effective Date of this Agreement and any amendments, modifications, supplements or extensions to existing Tenant Leases which are executed after the Effective Date of this Agreement as well as the benefits of any options under existing Tenant Leases which are exercised after the Effective Date of this Agreement, as well as the consummation of those leasing transactions ("Pending Transactions") described on the attached Exhibit W (whether consummated before or after the Effective Date) shall all primarily accrue to the benefit of CBL/OP. Except for the Pending Transactions, Property Owner shall be responsible for only (i) those Leasing Costs which are due and payable in connection with Tenant Leases which have been executed prior to the Effective Date of this Agreement, (ii) those Leasing Costs which are due and payable in connection with amendments, modifications, supplements or extensions to Tenant Leases which have been executed prior to the Effective Date of this Agreement, and (iii) those Leasing Costs which are due and payable in connection with options under Tenant Leases which have been exercised prior to the Effective Date of this Agreement. CBL/OP shall be responsible for (1) all Leasing Costs in connection with the Pending Transactions and with any Tenant Leases which are executed after the Effective Date of this Agreement (with CBL/OP's approval pursuant to Section 8.4 below); (2) all Leasing Costs in connection with any amendments, modifications, supplements or extensions of Tenant Leases which are executed following the Effective Date of this Agreement (with CBL/OP's approval pursuant to Section 8.4 below); and (3) all Leasing Costs as set forth in the applicable Tenant Lease in connection with options under Tenant Leases which are exercised after the Effective Date of this Agreement. Such Leasing Costs shall be apportioned at Closing to reflect the foregoing responsibilities. CBL/OP shall assume at Closing all tenant improvement construction contracts for tenant improvement work which is in progress as of the Closing and, to the extent the cost thereof is to be borne by the landlord under the applicable Tenant Lease, upon the Closing, CBL/OP shall receive a credit toward payment of the Purchase Price for any amounts due under such construction contracts assumed by CBL/OP and any other Leasing Costs which are the responsibility of Property Owner pursuant to this Section 6.8. CBL/OP acknowledges that tenant improvement and other work in connection with Tenant Leases is being performed by third party contractors and nothing contained in this Section 6.8 shall be deemed or construed to constitute any representation or warranty by Property Owner with respect to Leasing Costs, including the quality or workmanship of any tenant improvements under construction or to be constructed under existing Tenant Leases, and Property Owner hereby expressly disclaims any such representation or warranty. Without limiting the foregoing, CBL/OP shall look solely to the third party contractor to correct any defects or shortcomings in materials or workmanship and nothing contained in this Section 6.8 shall make Property Owner responsible for any such defects or shortcomings in any work performed in connection with Tenant Leases.

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6.9 Adjustment Procedure. Not less than two Business Days prior to the Closing Date, Property Owner and CBL/OP shall agree upon a schedule of the allocation of costs and expenses to be made in accordance with Section 5.9 above and the prorations to be made in accordance with this Article VI (the "Proration and Expense Schedule"), which Proration and Expense Schedule shall be executed by Property Owner and CBL/OP, become a schedule to the closing statement described in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and utilized for purposes of making the adjustments to the Purchase Price at Closing for closing costs and prorations. As soon as practicable following the Closing (but in no event later than the first anniversary of the Closing, except that with respect to Real Estate Taxes, in no event later than fifteen (15) business days after receipt of the actual tax bill attributable for the calendar year 2005), Property Owner and CBL/OP shall reprorate the income and expenses set forth in this Article VI based upon actual bills or invoices received after the Closing (if original prorations were based upon estimates) and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as provided above in this Article VI. Any reprorated items shall be promptly paid to the party entitled thereto. Any payment by the Property Owner to CBL/OP pursuant to the preceding sentence shall be in cash. Any errors or omissions in computing adjustments at the Closing shall be promptly corrected, provided that the party seeking to correct such error or omission shall have notified the other party of such error or omission no later than the first anniversary of the Closing. The provisions of this Article VI shall survive the Closing.

6.10 Gift Certificates. At or prior to Closing, Property Owner shall terminate the gift certificate program currently in effect with respect to the Shopping Center ("Gift Certificate Program"). Gift certificates issued by Property Owner or on Property Owner's account prior to Closing which are outstanding on the Closing Date ("Outstanding Gift Certificates") shall be honored by CBL/OP after the Closing Date. At Closing, (i) Property Owner shall transfer and assign to CBL/OP any bank account or reserve established to cover the Outstanding Gift Certificates, and (ii) to the extent such bank accounts or reserves are insufficient to cover the Outstanding Gift Certificates, Property Owner s shall pay CBL/OP at Closing the amount of such deficiency. Except for any termination fee or damages payable in connection with the termination of the gift card fulfillment contract (which termination fee and damages will be handled in the manner descried in Section 4.7), Property Owner shall indemnify and hold harmless CBL/OP from any Losses that the CBL/OP may incur as a result of: (i) any claims, actions, suits or demands brought against the CBL/OP with respect to the Gift Certificate Program and/or the operations thereunder (except to the extent the CBL/OP fails to honor the Outstanding Gift Certificates after the Closing), (ii) the value of Outstanding Gift Certificates exceeding, in the aggregate, the total amount of the bank accounts or reserves assigned by Property Owner to CBL/OP at the Closing plus the amount paid by Property Owner to CBL/OP at the Closing in accordance with clause (ii) above). Such indemnity shall entail the provision of a defense by Property Owner for CBL/OP and payment of all attorneys fees and court costs associated therewith; and, notwithstanding anything to the contrary contained in this Agreement, shall not be subject to any limitations on liability or survival set forth in this Agreement (including, without limitation, Sections 7.3, 10.5 and 10.6 below) or subject to the provisions of the Indemnity Escrow Agreement. Property Owner's obligations under this Section 6.10 shall survive Closing.

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ARTICLE VII
REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Property Owner. As a material inducement to CBL/OP entering into this Agreement and consummating the transactions contemplated hereby, Property Owner hereby makes the following representations and warranties to CBL/OP as of the Effective Date, subject to the terms set forth herein and subject to the items set forth on Schedule 7.1 attached hereto and made a part hereof (the "Disclosure Schedule"):

7.1.1 Power and Authority of Property Owner. Property Owner has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Property Owner and constitutes Property Owner's legal, valid and binding obligation, enforceable in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally). The execution, delivery and performance of this Agreement has been duly and validly authorized by Property Owner. The execution, delivery and performance by Property Owner of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Property Owner is subject, (ii) violate any order, judgment or decree applicable to Property Owner, (iii) violate, conflict with, or result in a breach or default under, or cause the termination of, any term or condition of any court order, restriction, agreement, document or other instrument to which Property Owner is a party or by which Property Owner may be bound, or (iv) except as contemplated by this Agreement, result in the creation of any lien, charge or encumbrance upon the Property or any part thereof.

7.1.2 Intentionally Omitted

7.1.3 Intentionally Omitted

7.1.4 [Intentionally Omitted]. .

7.1.5 Deliveries at Closing. All documents to be executed by Property Owner which are to be delivered to CBL/OP at the Closing will be, duly authorized, executed, and delivered by the Property Owner, will be legal, valid, and binding obligations of Property Owner (except as limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally).

7.1.6 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by Property Owner in connection with entering into this Agreement, the instruments referenced herein, and the consummation of the transaction contemplated hereby. No consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required for Property Owner to consummate the transactions contemplated by this Agreement, or if required, such consent has been obtained.

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7.1.7 Individuals Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Property Owner have the legal power, right, and actual authority to bind Property Owner to the terms and conditions hereof and thereof.

7.1.8 Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

7.1.9 Contracts. Other than those which are cancelable on 30 days' notice without payment of any fees, there are no service, supply, maintenance, repair, construction or management contracts to which Property Owner is a party relating to the Property which will be binding upon CBL/OP, or the Property following the Closing, except as disclosed by the Title Documents and except as described in Exhibit Z attached hereto.

7.1.10 Pending Actions. There is no pending (or to Property Owner's knowledge, threatened) action, suit or proceeding before any court or other governmental agency naming Property Owner as a party that arises out of Property Owner's ownership of the Property (other than any pending proceeding to contest the Real Estate Taxes assessment of the Property).

7.1.11 Governmental/Insurance Notices. Except as disclosed to CBL/OP in writing, Property Owner has not received any written notice (a) from any city, county, state or other governmental authority having jurisdiction over the Real Property stating that the Real Property is in material violation of the laws, rules or ordinances applicable to the Real Property including applicable parking ratios, which violation has not been corrected prior to the Effective Date, or (b) from Property Owner's insurance carriers regarding defects or material inadequacies of all or any part of the Real Property or use or operation thereof, which defects or inadequacies have not been corrected prior to the Effective Date.

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7.1.12 Condemnation/Rezoning. Except as disclosed in the Title Documents or otherwise disclosed to CBL/OP in writing, Property Owner has not received any official notice from any governmental authority having jurisdiction over the Real Property of (a) any actual or threatened condemnation of the Property or any part thereof; or (b) any actual plan, study or effort to rezone the Real Property or to widen, modify, regrade or realign any street or highway that borders the Real Property. Except as set forth in the Property Records delivered or made available to CBL/OP as provided in Section 4.2.1 above and except as disclosed to CBL/OP in writing, Property Owner has not been served with any complaint for any pending eminent domain proceeding with respect to the Property.

7.1.13 Environmental Law Violations. Except as disclosed to CBL/OP in writing,
(a) Property Owner has not received any written notice of a material violation of any federal, state, or local laws, ordinances, rules or regulations governing the use, storage, treatment, transportation, generation or disposal of Hazardous Substances with respect to the Real Property, and (b) to Property Owner's knowledge, no person or entity has caused any Hazardous Substances to be disposed of or released at the Real Property during Property Owner's period of ownership of the Real Property, except for amounts of Hazardous Substances that may be present in the ordinary course of the shopping center/retail business conducted by Property Owner, Tenants, the Anchor Stores or other occupants of the Real Property or in the ordinary course of the maintenance and operation of the Real Property.

7.1.14 Lease Brokerage. Except as contemplated by Section 7.1.8, there are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments by Property Owner or its successors or assigns of any amounts for leasing activities or procuring Tenants with respect to the Property including Tenant Lease renewals, expansions or modifications.

7.1.15 No Violations. To Property Owner's knowledge, (i) the Property is in compliance with applicable fire, health, building, use, occupancy or zoning laws (collectively, "Laws"), including but not limited to applicable parking ratios and (ii) any work that is required by any Laws to be done upon or in connection with the Property has been done except for such work that may remain outstanding and, if unaddressed, would not have a material adverse effect on the use of the Property as currently owned and operated.

7.1.16      Intentionally Omitted.

7.1.17 Taxes.  To Property  Owner's  Knowledge,  no application or proceeding is
pending  seeking  any  increase or  reduction  in taxes or  assessments  for the
Property.

7.1.18 Financial/Operating Statements. The financial statements with respect to the Property provided by Property Owner to CBL/OP (i) were materially accurate as of the date and for the period(s) presented in such statements, and (ii) accurately reflected the financial condition and results of operations of the Property as of the period(s) presented.

7.1.19 Delivery of Environmental Reports and Property Condition Reports.

(i) Property Owner has delivered to CBL/OP or made available to CBL/OP all environmental reports in the possession of Property Owner or Property Owners'

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Property Manager (the "Existing Environmental Reports"). With respect to any other environmental report not currently in Property Owner's possession, but previously commissioned by or for the benefit of Property Owner or any lender to Property Owner with respect to the Property or with respect to conditions that may impact the Property (the "Prior Reports"), no such Prior Report contains information which is materially inconsistent with the Existing Environmental Reports.

(ii) Property Owner has delivered to CBL/OP or made available to CBL/OP all reports in Property Owner's possession prepared within the five (5) year period prior to the Effective Date that Property Owner has caused to be prepared or that were prepared by or for any other person or entity with respect to the Property or any portion of the Property that are in the nature of engineering reports, reports of physical conditions of Improvements and/or any other reports of other conditions at, on or impacting the Property that called for or recommended repairs or capital expenditures in excess of $25,000.

7.1.20 Adjacent Property. Neither Property Owner nor any partner or affiliate of Property Owner owns any interest in any real property that is adjacent to the Land or that is within a one-mile radius of the Land.

7.1.21 Employees. Property Owner neither has, nor has ever had, any employees.

7.1.22 Intentionally Omitted.

7.2 Definition of Property Owner's Knowledge. For purposes of this Agreement, whenever the phrase "to the knowledge of Property Owner" or words of similar import are used, they shall be deemed to refer to the present actual (as opposed to constructive or imputed) knowledge of either Troy Marquis or Irwin Blitt, only, without any investigation or inquiry whatsoever by said individuals. CBL/OP acknowledges that the individuals named above are named solely for the purpose of defining and narrowing the scope of Property Owner's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to CBL/OP. CBL/OP covenants that CBL/OP will bring no action of any kind against such individual or any officer, director, member, partner, shareholder, agent, representative, or advisor of Property Owner in such capacity arising out of the representations and warranties made by Property Owner in this Agreement.

7.3 Survival Period. The representations and warranties of Property Owner set forth in Section 7.1 and the indemnification obligations under Section 10.4.2 shall survive until only the date which is one (1) year following the Closing (the "Expiration Date") (other than those representations and warranties set forth in Sections 7.1.1 through 7.1.7 and the indemnification obligations under
Section 10.4.2, but only to the extent the indemnification obligations cover breaches of the representation and warranties set forth in Sections 7.1.1 through 7.1.7, which shall survive until the date which is five (5) years following the Closing Date (the "Extended Expiration Date")) and shall automatically expire upon the Expiration Date (or Extended Expiration Date, as applicable) unless CBL/OP files a written claim against Property Owner with respect to any alleged breach prior to the Expiration Date (or Extended Expiration Date, as applicable) and commences suit within six (6) months following the filing of such claim (and, in the event any such suit is timely

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commenced by CBL/OP against Property Owner, shall survive thereafter only insofar as the subject matter of the alleged breach specified in such suit is concerned). If suit is not timely commenced by CBL/OP within the time period stated above, then Property Owner's representations and warranties and indemnifications obligations shall thereafter be void and of no force or effect.

7.4 Third Party Information. Notwithstanding anything to the contrary contained herein, and without limiting Article IX below, Property Owner shall not have any liability, obligation or responsibility of any kind to CBL/OP, any of CBL/OP's agents, members, partners, employees, representatives, related and affiliated entities, successors and assigns, or any other party claiming by, under or through CBL/OP (collectively, "CBL/OP Parties") with respect to the following: (a) the content or accuracy of any report, study, opinion or conclusion of any soils, toxic, environmental or other engineer or other person or entity who has examined the Property or any aspect thereof; (b) the content or accuracy of any information released to CBL/OP by an engineer or planner in connection with the Property; (c) the availability of building or other permits or approvals for the Property by any state or local governmental bodies with jurisdiction over the Property; (d) any of the items delivered or made available to CBL/OP pursuant to CBL/OP's review of the Property or the Property Records or the condition of the Property which have been prepared by anyone other than Property Owner (including any of the Title Documents); or (e) the content or accuracy of any other development or construction cost, projection, financial or marketing analysis given to CBL/OP by Property Owner or reviewed by CBL/OP with respect to the Property; provided that, in each case stated above, to the extent that Property Owner furnished or made available any documents or materials to CBL/OP, Property Owner represents and warrants that, to Property Owner's knowledge, such documents and materials are true and correct copies of those documents and materials contained in Property Owner's files. Under no circumstances whatsoever shall information possessed by or known to any person or entity other than Property Owner (including Property Owner's consultants, attorneys, agents and advisors or their respective employees or representatives) be imputed or attributed to Property Owner.

7.5 CBL/OP's Knowledge. For purposes of this Agreement, whenever the phrase "to the knowledge of CBL/OP" or "CBL/OP has actual knowledge" or words of similar import are used, they shall be deemed to refer to the present actual (as opposed to constructive or imputed) knowledge of Stephen Lebovitz, Keith Honnold and/or Jay Wiseman without any investigation or inquiry whatsoever by said individual. Property Owner acknowledges that the individual named above is named solely for the purpose of defining and narrowing the scope of CBL/OP's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to Property Owner. Property Owner covenant that they will bring no action of any kind against such individual or any officer, director, member, partner, shareholder, agent, representative, or advisor of CBL/OP arising out of the representations and warranties made by CBL/OP in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Property Owner shall not have any liability, obligation or responsibility of any kind to CBL/OP or any other CBL/OP Party with respect to any representation or warranty contained in Section 7.1 above if, prior to the Closing, CBL/OP has actual knowledge that such representation or warranty is untrue or incorrect, or to the extent that any Tenant Estoppel Certificate or Anchor Estoppel Certificate received by CBL/OP prior to Closing discloses information which is inconsistent with such representations and warranties.

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7.6 Representations and Warranties of CBL/OP. CBL/OP represents and warrants to Property Owner that upon approval of CBL/REIT's Board of Directors as described in Section 13.2 hereof, the following matters are true and correct as of the Effective Date:

7.6.1 Legal Power. CBL/OP will have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby.

7.6.2 Duly Authorized. This Agreement is, and all the documents executed by CBL/OP which are to be delivered to Property Owner at the Closing will be, duly authorized, executed, and delivered by CBL/OP, and is and will be legal, valid, and binding obligations of CBL/OP (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally).

7.6.3 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by CBL/OP in connection with entering into this Agreement and the instruments referenced herein and by the Closing all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for CBL/OP to consummate the transaction contemplated by this Agreement.

7.6.4 Individuals Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of CBL/OP have the legal power, right, and actual authority to bind CBL/OP to the terms and conditions hereof and thereof.

ARTICLE VIII
OPERATING COVENANTS

Property Owner hereby agrees to the following covenants:

8.1 Insurance. Until the Closing, Property Owner shall keep the Property insured against fire, vandalism and other loss, damage and destruction with the same coverage, policy limits and deductible amounts as are currently maintained by Property Owner.

8.2 Operation of Property. Until the Closing, Property Owner shall operate the Property in the manner as Property Owner has previously done and Property Owner shall maintain and repair the Property through the Closing in a manner consistent with the manner in which Property Owner maintained and repaired the Property prior to the date of this Agreement, subject to the limitations on Property Owner's obligation to pay costs of repair and maintenance as set forth in Section 8.3 below.

8.3 Capital Improvements. Subject to Property Owner's obligations under Section 8.2 above, from and after the Effective Date until the Closing, Property Owner shall not undertake any capital improvements or material alterations or renovations to the Real Property (including any which are recommended in any of the Property Records delivered or made available to CBL/OP or in any of the CBL/OP's Information), except as may be required under Tenant Leases or governmental regulations, without the prior written consent of CBL/OP. To the

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extent Property Owner is required (whether pursuant to Section 8.2, or under Tenant Leases, or governmental regulations) or Property Owner receives CBL/OP's consent, pursuant to the foregoing sentence, to undertake any capital improvements or material alterations to the Real Property, Property Owner shall not be required to pay for capital improvements (excluding Tenant Improvement Costs, which shall be borne by the parties as provided in Section 6.8 above, and shall not be subject to the limitations in this Section 8.3) or maintenance and repair expenses in excess of One Hundred Thousand Dollars ($100,000). If the aggregate amount incurred by Property Owner for capital improvements (excluding Tenant Improvement Costs) under this Section 8.3 and maintenance and repair expenses under the Section 8.2 above, exceeds One Hundred Thousand Dollars ($100,000), provided the Closing occurs, CBL/OP shall reimburse Property Owner at Closing for the amount so expended in excess of One Hundred Thousand Dollars ($100,000); provided, further, that if the total reimbursement required of CBL/OP pursuant to this provision shall exceed Nine Hundred Thousand Dollars ($900,000), CBL/OP shall have the right to terminate this Agreement by written notice to Property Owner, in which event the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP.

8.4 Leasing. From and after the Effective Date, Property Owner shall not enter into any new Tenant Leases or amend, modify, supplement, terminate or extend the existing Tenant Leases without the prior written consent of CBL/OP. CBL/OP shall have 5 Business Days following CBL/OP's receipt of any such draft of a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease to review and approve such draft, which approval shall not be unreasonably withheld, delayed or conditioned with respect to the Pending Transactions (subject to clause (c) below), and which approval shall be in CBL/OP's sole discretion in all other cases (except as provided in the last sentence of this Section 8.4). The failure of CBL/OP to notify Property Owner in writing within 5 Business Days of CBL/OP's disapproval of any draft delivered to CBL/OP shall be deemed to constitute CBL/OP's approval thereof. Notwithstanding anything to the contrary contained herein, CBL/OP shall not be entitled to disapprove any term, condition or other provision of a subsequent draft of a proposed new Tenant Lease or a subsequent draft of a proposed amendment, modification, supplement, termination or extension of a Tenant Lease delivered to CBL/OP which (a) has not been changed or modified from any prior draft approved or deemed approved by CBL/OP, or (b) constitutes merely a clarification of a term or provision of a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease without changing the substance thereof or another immaterial change or revision to a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease, or (c) is set forth on Exhibit W with respect to the Pending Transactions.

8.5 New Contracts. Except as permitted under the terms of this Agreement, Property Owner shall not enter into any new contract or other agreement affecting the Property (including but not limited to any transfer of any interest in the Property or placement or allowance of placement of any mortgage or lien against the Property) which would survive the Closing (other than new Tenant Leases pursuant to Section 8.4 above); provided that no consent of CBL/OP shall be required as to any proposed contract or other agreement which is entered into in the course of Property Owner's ordinary course of operating and maintaining the Property and which provides it is terminable upon 30 days (or less) notice without premium or penalty payable by CBL/OP.

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8.6 Liens. From the Effective Date until Closing, except for the Permitted Exceptions, Property Owner shall not create or consent to the creation of any security interests, liens, easements or other title conditions affecting any portion of the Property, without the prior written consent of CBL/OP, which shall not be unreasonably withheld.

8.7 Tenant Lease Defaults. From the Effective Date until Closing, Property Owner shall promptly notify CBL/OP in writing of (i) the occurrence of any material default under any Tenant Lease, which shall include, without limitation, any monetary defaults by Tenants in excess of $50,000.00 in the aggregate (regardless of whether Property Owner elects to declare a default) under the Tenant Leases, and (ii) any notice or correspondence received by Property Owner or Property Owner's Property Manager from a Tenant or an Anchor Store with respect to the Property where such notice or correspondence includes any notice, threat or reference by such Tenant or Anchor Store of any default or breach or potential default or potential breach under a Lease or where such notice or correspondence includes any notice of an intent or threat to terminate a Tenant Lease.

8.8 Transfers. From the Effective Date until Closing, Property Owner shall not
(i) other than due to a casualty, condemnation or as required by law, offer to sell, or sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, or (ii) list the Property or any part thereof with any broker (other than extending the existing listing with Property Owner's Broker) or otherwise offer or solicit offers for the sale or transfer of the Property to any person or entity other than the CBL/OP.

8.9 Litigation. From the Effective Date until Closing, Property Owner shall give CBL/OP prompt notice of the institution of any litigation, arbitration or other administrative proceeding of which Property Owner becomes aware involving the Property or that could impact Property Owner's interest in the Property and will allow CBL/OP, if requested by CBL/OP, to participate in any decision to settle such matters and CBL/OP shall be entitled to approve or disapprove any settlement of such matters that, in the case of any of the foregoing, may have any material adverse impact on the Property following the Closing (it being agreed that a settlement which merely requires the payment of money by Property Owner and/or its insurers, and does not impose any future obligations concerning operation of the Property will be deemed not to have a material adverse impact on the Property following the Closing).

8.10 Schedule and Exhibit Updates. Property Owner shall notify CBL/OP of (i) any circumstance known to Property Owner that would result in a change to any Schedule or Exhibit or (ii) any discovery (or remembrance) of facts which would render any Schedule or Exhibit inaccurate or incomplete within a reasonable time following Property Owner's knowledge of the occurrence of such circumstance or discovery of such facts.

8.11 Intentionally Omitted

8.12 Employees of the Property Owner. By the Closing Date, Property Owner hereby covenants to terminate all of the employees employed by the Property Owner in connection with the operation of the Shopping Center at Property Owner's sole cost and expense; and shall pay, at Property Owner's sole cost and expense, any and all wages, severances, bonuses, retirement packages and other considerations that such terminated employees are entitled to receive.

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ARTICLE IX
"AS-IS" SALE

9.1 Disclaimer of Representations and Warranties by Property Owner. Notwithstanding anything contained in this Agreement to the contrary, except for those representations and warranties expressly made by Property Owner in
Section 7.1 above, it is understood and agreed that neither Property Owner nor any of Property Owner's respective agents, employees, contractors or representatives, nor any other person purporting to act on behalf of Property Owner, has made and is not now making, and CBL/OP has not relied upon and will not rely upon (directly or indirectly), any warranties or representations of any kind or character, express or implied, oral or written, past, present or future, with respect to the Property, including warranties or representations as to (a) matters of title, (b) environmental matters relating to the Property or any portion thereof, (c) geological conditions, including subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes, (d) whether, and to the extent to which, the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) zoning to which the Property or any portion thereof may be subject, (h) the availability of any utilities to the Property or any portion thereof including water, sewage, gas and electric, (i) usages of adjoining property, (j) access to the Property or any portion thereof, (k) the value, compliance with the plans and specifications, size, location, age, use, design, quality, descriptions, suitability, seismic or other structural integrity, operation, title to, or physical or financial condition of the improvements or any other portion of the Property, (l) any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the presence of hazardous substances in or on, under or in the vicinity of the Property, (n) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (o) the existence or non-existence of underground storage tanks, (p) any other matter affecting the stability or integrity of the Real Property, (q) the potential for further development of the Property, (r) the existence of vested land use, zoning or building entitlements affecting the Property, (s) the merchantability of the Property or fitness of the Property for any particular purpose (CBL/OP affirming that CBL/OP has not relied on the skill or judgment of Property Owner, Property Owner's Property manager, or any of their respective agents, employees, contractors or representatives to select or furnish the Property for any particular purpose, and that Property Owner does not make any warranty that the Property is fit for any particular purpose) or (t) tax consequences (including the amount, use or provisions relating to any tax credits). CBL/OP further acknowledges that any information of any type which CBL/OP has received or may receive from Property Owner or any of its agents, employees, contractors or representatives, including any environmental reports and survey, is furnished on the express condition that CBL/OP shall not rely thereon, but shall make an independent verification of the accuracy of such information, all such information being furnished without any representation or warranty whatsoever.

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9.2 Sale "As Is". CBL/OP represents and warrants that CBL/OP is a knowledgeable, experienced and sophisticated buyer of real estate and that CBL/OP has relied and shall rely solely on (a) CBL/OP's own expertise and that of CBL/OP's advisors and consultants in purchasing the Property, and (b) CBL/OP's own knowledge of the Property based on CBL/OP's investigations and inspections of the Property. CBL/OP has conducted such inspections and investigations of the Property as CBL/OP deems necessary, including the physical and environmental conditions thereof, and shall rely upon same. Upon Closing, CBL/OP shall assume the risk that adverse matters, including adverse physical and environmental conditions, may not have been revealed by CBL/OP's inspections and investigations. CBL/OP acknowledges and agrees that upon Closing, Property Owner shall convey to CBL/OP and CBL/OP shall accept the Property based on the condition of the Property being "as is, where is," with all faults and defects (latent and apparent). CBL/OP further acknowledges and agrees that there are no oral agreements, warranties or representations with respect to the Property made by Property Owner, or any agent, employee, contractor or representative of either of them except for representations and warranties made by Property Owner in this Agreement or any document delivered at or prior to Closing pursuant hereto. The terms and conditions of Section 9.1 and this Section 9.2 shall expressly survive the Closing, shall not merge with any Closing Documents. Property Owner is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by Property Owner's Property Manager, Property Owner's broker or any other real estate broker, or any contractor, agent, or other third person. CBL/OP acknowledges that the Purchase Price reflects the "as is" condition of the Property and any faults, liabilities, defects or other adverse matters that may be associated with the Property except for representations and warranties made by Property Owner in this Agreement or any document delivered at or prior to Closing pursuant hereto. CBL/OP has fully reviewed the disclaimers and waivers set forth in this Agreement with CBL/OP's counsel and understands the significance and effect thereof.

9.3 CBL/OP Acknowledgments. CBL/OP acknowledges and agrees that (a) to the extent required to be operative, the disclaimers of warranties contained in
Section 9.1 and Section 9.2 above are "conspicuous" disclaimers for purposes of all applicable laws and other legal requirements, and (b) the disclaimers and other agreements set forth in Section 9.1 and Section 9.2 are an integral part of this Agreement, that the Purchase Price has been adjusted to reflect the same and that Property Owner would not have agreed to consummate the transactions contemplated hereby without the disclaimers and other agreements set forth in Section 9.1 and Section 9.2 above.

9.4 CBL/OP Represented by Counsel. CBL/OP hereby represents and warrants to Property Owner that: (a) CBL/OP is not in a significantly disparate bargaining position in relation to Property Owner; (b) CBL/OP is represented by legal counsel in connection with the transaction contemplated by this Agreement; and
(c) CBL/OP is acquiring the Property for business, commercial, investment or other similar purposes.

9.5 CBL/OP's Release of Property Owner.

9.5.1 Property Owner Released From Liability. Subject to those obligations (including, without limitation, representations and warranties) of Property Owner which this Agreement specifically provides shall survive the Closing,

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CBL/OP hereby waives its and their right to recover from and fully and irrevocably releases Property Owner, Property Owner's Property Manager and Property Owner's employees, officers, directors, representatives, agents, advisors, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting on Property Owner's behalf (the "Released Parties") from any and all claims, responsibility and/or liability that CBL/OP may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to (a) the physical, environmental and structural condition (including any construction defects, errors, omissions or other conditions, latent or otherwise), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, (b) the presence of any environmental problems, or the use, presence, storage, release, discharge, or migration of Hazardous Substances on, in, under or around the Property regardless of when such Hazardous Substances were first introduced in, on or about the Property, and (c) the presence, release and/or remediation of asbestos and asbestos containing materials in, on or about the Property regardless of when such asbestos and asbestos containing materials were first introduced in, on or about the Property. Notwithstanding the foregoing, the Released Parties shall not be deemed to include contractors, subcontractors and other persons who are unaffiliated with Property Owner and who have supplied labor, materials or equipment to a work of improvement at the Real Property. This release includes claims of which CBL/OP is presently unaware or which CBL/OP does not presently suspect to exist which, if known by CBL/OP, would materially affect CBL/OP's release of the Released Parties. CBL/OP specifically waives the provision of any statute or principle of law, which provides otherwise. In this connection and to the extent permitted by law, CBL/OP agrees, represents and warrants that CBL/OP realizes and acknowledges that factual matters now unknown to CBL/OP may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and CBL/OP further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that CBL/OP nevertheless hereby intends to release, discharge and acquit Property Owner from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses.

9.5.2 Claims Under Environmental Laws. As used herein, (a) "Environmental Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource Conservation and Recovery Act (42 U.S.C. Section 6902 et seq.), as amended, or any similar federal, state or local law, ordinance, rule or regulation applicable to the Property (including any principles of common law or common law theories); and (b) "Hazardous Substances" means any hazardous, toxic or dangerous waste, substance or material, any pollutant or contaminant, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde or asbestos; and
(c) "Unknown Environmental Liabilities" means future obligations to remediate Hazardous Substances which are located on the Property prior to the Closing, whether or not such Hazardous Substance is disclosed by any of the Property Records, CBL/OP's Information or any other source prior to the Closing. Without limiting the foregoing provisions of this Article IX and notwithstanding the provisions of any Environmental Laws to the contrary, but subject to (and without waiving in any respect) the representations and warranties made by

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Property Owner in Sections 7.1.11, 7.1.13 and 7.1.19 above, (i) Unknown Environmental Liabilities relating to the Property which exist on or before the Closing shall be borne solely by CBL/OP, and (ii) Property Owner shall be deemed to be released from all Unknown Environmental Liabilities pursuant to Section 9.5.1 above. Without limiting the foregoing, but subject to (and without waiving in any respect) the representations and warranties made by Property Owner in Sections 7.1.11, 7.1.13 and 7.1.19 above, CBL/OP hereby waives and agrees not to commence any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, including a private right of action under the federal superfund laws, 42 U.S.C. Sections 9601 et seq. or any other Environmental Laws (as such laws and statutes may be amended, supplemented or replaced from time to time), directly or indirectly, against the Released Parties in connection with Unknown Environmental Liabilities or any other claims relating to Hazardous Substances at the Property or arising under Environmental Laws with respect to the Property.

                                     /s/ KLH
                                CBL/OP'S INITIALS

9.5.3 Survival. The foregoing provisions of this Article IX, including the
waivers and releases by CBL/OP, shall survive the Closing.

ARTICLE X
REMEDIES

10.1 Liquidated Damages; Property Owner's Remedies. In the event the Closing and the consummation of the transaction contemplated herein do not occur as provided herein by reason of any breach of CBL/OP, CBL/OP, and Property Owner agree that it would be impractical and extremely difficult to estimate the damages which Property Owner may suffer as a result thereof. Therefore, CBL/OP and Property Owner do hereby agree that a reasonable estimate of the total net detriment that Property Owner would suffer in the event that CBL/OP breaches this Agreement and fails to complete the purchase of the Property is and shall be, as Property Owner's sole and exclusive remedy (whether at law or in equity), and as the full, agreed and liquidated damages for such breach, an amount equal to the Deposit (it being agreed by Property Owner that such Deposit shall be allocated among the Property Owner and the Other Mall Contributors in the manner described in the Indemnity Escrow Agreement which is attached hereto as Exhibit AA. Upon any such breach by CBL/OP, unless otherwise specified, this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder, each to the other, except for the right of Property Owner to collect and retain such liquidated damages from CBL/OP and Escrow Agent and the obligation of CBL/OP to deliver to Property Owner the delivery items pursuant to Section 4.6 above; provided, however, that this liquidated damages provision shall not limit Property Owner's right to (a) receive reimbursement for or recover damages in connection with CBL/OP's indemnity of Property Owner and/or breach of CBL/OP's obligations pursuant to
Section 4.4.2 and Section 5.9 above, (b) recover attorneys' fees and court costs pursuant to Section 10.3 below, (c) injunctive relief under Section 4.2.6 above, and/or (d) pursue any and all remedies available at law or in equity in the event that following any termination of this Agreement, CBL/OP or any other CBL/OP party asserts any claims or right to the Property that would otherwise delay or prevent Property Owner from having clear, indefeasible and marketable

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title to the Property. The parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to Property Owner.

10.2 CBL/OP's Remedies. Subject to Section 10.5 below, in the event the Closing and the consummation of the transaction contemplated herein do not occur as provided herein by reason of any breach of Property Owner, then CBL/OP shall elect, as CBL/OP's sole remedy, either to: (a) terminate this Agreement by giving Property Owner timely written notice of such election prior to or upon the Closing Date, and CBL/OP shall be entitled to recover from Escrow Agent or Property Owner, as applicable, the Letter of Credit or the Deposit, as applicable; or (b) enforce specific performance against Property Owner, in which event there shall be no reduction of the Purchase Price and CBL/OP shall not be entitled to recover any damages (whether actual, direct, indirect, consequential, punitive or otherwise) notwithstanding such failure or breach by Property Owner. Notwithstanding the foregoing, if Property Owner breaches any of Property Owner's obligations which pursuant to this Agreement are to be performed by Property Owner prior to the Closing Date, and instead of terminating this Agreement pursuant to this Section 10.2, CBL/OP proceeds with the Closing, then CBL/OP shall be deemed to have waived such default by Property Owner, provided that CBL/OP has knowledge thereof prior to Closing. CBL/OP shall be deemed to have elected to terminate this Agreement pursuant to Clause (a) hereinabove if CBL/OP fails to commence an action to assert a claim for specific performance against Property Owner on or before 30 days following the Closing Date. Notwithstanding the foregoing to the contrary, no notice of termination given by CBL/OP hereunder shall be of any force or effect if Property Owner cures the default within 5 Business Days after Property Owner's receipt of any such termination notice. If CBL/OP duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to Clause (a) hereinabove, then CBL/OP shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance or other equitable relief or to seek or recover from Property Owner any damages (including any actual direct, indirect, consequential, punitive or other damages).

10.3 Attorneys' Fees. If any action is brought by either party against the other party, relating to or arising out of this Agreement, the transaction described herein or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Agreement, the term "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostatting, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section 10.3 shall survive the Closing and any termination of this Agreement and shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

10.4 Mutual Post-Closing Indemnities.

10.4.1 Definition of Losses. For purposes of this Section, "Losses" shall mean any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements approved by the indemnifying party, awards,

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penalties, costs or expenses, including, without limitation, reasonable attorneys' and paralegals' fees and expenses (based on actual time spent and normal billing rates, and without giving effect to any statutory presumption of the amount of reasonable attorneys' fees that might apply) but excluding the following but only insofar as the following do not or have not resulted in actual monetary loss: any damage to reputation, mental or emotional distress or interference with business operations.

10.4.2 Property Owner's Indemnity. Subject to the limitations set forth in
Section 7.3 above and Sections 10.5 and 10.6 below, Property Owner hereby agrees to indemnify, hold harmless and defend CBL/OP and any officer, director, partner, employee and/or agent of CBL/OP from and against any and all Losses arising out of or resulting from (i) any default by Property Owner on or prior to Closing under the Tenant Leases, or the Service Contracts; (ii) the breach or inaccuracy of any representation or warranty made by Property Owner in this Agreement or the Closing documents delivered by Property Owner; (iii) any third party tort claim with respect to the Property that arises or arose as the result of any injury or damage occurring on or prior to Closing; (iv) the failure of Property Owner to perform any of their covenants (I) set forth in Article VIII of this Agreement, (II) or such other covenants set forth in this Agreement that are to be performed after the Closing; or (v) any claims by Property Owner's employees, including, but not limited to, any claims related to any termination of such employees' employment and any unpaid wages, severances, bonuses, and retirement packages; provided, however, that nothing in this Section 10.4.2 shall obligate Property Owner to indemnify, hold harmless or defend CBL/OP with regard to any Losses arising from (1) any continuing condition of the Property as of the Closing Date which CBL/OP has agreed to accept in its "AS-IS, WHERE-IS" condition as of the Closing Date, or (2) any matter for which CBL/OP has agreed to release Property Owner pursuant to Section 9.5 of this Agreement, or (3) any matter described in the last sentence of Section 7.5.

10.4.3 Sources for Satisfaction of Property Owner's Indemnity. At the Closing, CBL/OP, Property Owner and the Other Mall Contributors shall establish with Escrow Agent at Closing a single escrow account (the "Indemnity Escrow Fund") for this Agreement and the Other Mall Contracts, into which $5,000,000 shall be deposited by the Property Owner and the Other Mall Contributors and held and administered by the Escrow Agent pursuant to the terms and conditions of the Indemnity Escrow Agreement as the initial source for CBL/OP's claims for indemnifications under this Agreement and under the Other Mall Contracts and for any Percentage Rentals due and payable by Property Owner to CBL/OP after reconciliation pursuant to Section 6.4.4 above. The amount to be deposited by the Property Owner in the Indemnity Escrow Fund shall be the balance of Indemnity Escrow Fund after the Other Mall Contributors have deposited their required portion of the Indemnity Escrow Fund pursuant to the Other Mall Contracts. The entire amount of the Indemnity Escrow Fund shall be available to satisfy claims under this Agreement or either of the Other Mall Contracts, without regard to what portion of such Indemnity Escrow Fund has been funded by Property Owner hereunder or by Other Mall Contributors. At any time prior to the "Expiration Date" specified in Section 7.3, CBL/OP shall be entitled to make a claim against the Indemnity Escrow Fund for Losses incurred by CBL/OP and for which it is entitled to be indemnified pursuant to Section 10.4.2 of this Agreement and for Percentage Rentals due and payable by Property Owner to CBL/OP after reconciliation pursuant to Section 6.4.4 above; provided however, with respect to the "Unlimited Claims" set forth in Section 10.6, CBL/OP's remedy shall not be limited to the amount of funds held in the Indemnity Escrow Fund,

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and CBL/OP may make a claim directly against any Property Owner for payment thereof. As of the Expiration Date, the funds remaining in the Indemnity Escrow Fund shall be disbursed in the manner described in the Indemnity Escrow Agreement, except to the extent that CBL/OP has made a claim hereunder which remains outstanding, in which case, the amount in excess of such claim shall be disbursed pursuant to the Indemnity Escrow Agreement, and the remaining amount, if any, shall be disbursed upon the resolution of such claim.

10.4.4 CBL/OP's Indemnity. Subject to the limitations set forth herein, CBL/OP agrees to indemnify, hold harmless and defend Property Owner and any officer, director, member, employee and/or agent of Property Owner from and against any and all costs, losses, damages and expenses, of any kind or nature whatsoever (including attorneys' fees and costs) arising out of or resulting from (i) any default by CBL/OP on or after Closing under the Tenant Leases or the Service Contracts (whether or not assumed by CBL/OP), (ii) the breach or inaccuracy of any representation or warranty made by CBL/OP in this Agreement or the Closing documents delivered by CBL/OP, (iii) any third party tort claim with respect to the Property that arises or arose as the result of any injury or damage occurring after Closing, (iv) the failure of CBL/OP to perform any of its covenants set forth in this Agreement, (v) any other liabilities relating to the operation of the Property arising from and after Closing, or (vi) excluding the matters for which the Property Owner has agreed to indemnify CBL/OP in Section 6.10 above, CBL/OP's failure to honor the Outstanding Gift Certificates (it being agreed that the indemnity obligation in this clause [vi] shall not be subject to the limitations in Section 10.5, and that CBL/OP's obligation under this Section shall not be subject to any limitation on the survival period of claims).

10.5 Minimum Amount Requirement for Damages. Notwithstanding anything to the contrary contained in this Agreement, if the Closing is consummated, neither party shall have any liability to the other party following the Closing with respect to any breaches of indemnification obligations under Sections 10.4.2 and 10.4.4 (nor with respect to the breach of any obligation or warranty or representation to which such indemnity applies [collectively, an "Indemnification Obligation"]), unless and until the aggregate amount of the actual general and compensatory damages suffered by the non-defaulting party by reason of any such breaches of an Indemnification Obligation, exceeds the sum of $250,000; but then in such event, the damages that the non-defaulting party may collect shall begin with and include the first dollar of such loss. Unless and until the amount of the actual damages suffered or incurred by the non-defaulting party by reason of any such breaches of Indemnification Obligations exceeds in the aggregate the sum of $250,000, the non-defaulting party shall not be entitled to file an action or lawsuit or undertake any other legal proceeding against the defaulting party by reason of any such breaches of Indemnification Obligations. The provisions of this Section 10.5 shall survive the Closing. The limitations set forth in this Section 10.5 shall not apply to breaches of any covenants (other than the Indemnification Obligations), nor apply to the prorations pursuant to Article VI.

10.6 Limitation of Property Owner's Liability. Subject to the limitations and other provisions of this Agreement, Property Owner's total liability with respect to a breach of any of Property Owner's representations or warranties contained in this Agreement or in any document or instrument executed and delivered by Property Owner at Closing or any breach of Property Owner's Indemnification Obligations (other than the representations and warranties set

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forth in Sections 7.1.1, 7.1.6, 7.1.7 or the indemnification obligations under Sections 10.4.2 to the extent the same cover breaches of the representations and warranties under Sections 7.1.1, 7.1.6, 7.1.7 [collectively, the "Unlimited Claims"]) is limited to $5,000,000 in the aggregate for all such breaches hereunder and all breaches of the comparable provisions of the Other Mall Contracts. In computing the aggregate amount of claims for the foregoing purpose, Property Owner's liability shall be in addition to the amount of any insurance proceeds and any indemnity, contribution or similar payment received by CBL/OP from any third party with respect thereto less expenses incurred by CBL/OP in collecting any such insurance proceeds and third party payments. The foregoing limitation on liability shall survive the Closing or any earlier termination of this Agreement and shall not diminish or otherwise affect CBL/OP's waivers and releases in Article IX of this Agreement.

10.7 Intentionally Omitted,

10.8 Limited Liability. CBL/OP hereby agrees that in no event or circumstance shall any of the members, partners, shareholders, employees, representatives, officers, directors, or agents of Property Owner or Property Owner's Property Manager have any personal liability under this Agreement, or to any of CBL/OP's creditors, or to any other party in connection with the Property. Property Owner hereby agrees that in no event or circumstance shall any of the members, partners, shareholders, employees, representatives, officers, directors, or agents of CBL/OP have any personal liability under this Agreement, or to any of Property Owner's creditors, or to any other party in connection with the Property.

Notwithstanding anything contained herein to the contrary, this Article X shall survive the Closing.

ARTICLE XI
CONDEMNATION/CASUALTY DAMAGE

11.1 Condemnation. If, prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to a "Material Portion" of the Land and Improvements (as defined below), and the same is not dismissed prior to the Closing Date, CBL/OP shall be entitled, as CBL/OP's sole remedy, to terminate this Agreement upon written notice to Property Owner (a) within 15 Business Days following notice by Property Owner to CBL/OP of such condemnation or the threatened condemnation or (b) on the Closing Date, whichever occurs first. If CBL/OP does not terminate this Agreement pursuant to the preceding sentence, CBL/OP shall be conclusively deemed to have elected to accept such condemnation and waives any right to terminate this Agreement as a result thereof. For purposes of this Section 11.1, a "Material Portion" shall mean that portion of the Land and Improvements which, if taken or condemned, would reduce the value of the Property by more than Two Million Dollars ($2,000,000). If CBL/OP elects to terminate this Agreement under this Section 11.1, Escrow Agent or Property Owner, as applicable, shall return the Letter of Credit or the Deposit, as applicable, to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. If CBL/OP waives (or is deemed to have waived) the right to terminate this Agreement as a result

49

of such a condemnation, then despite such condemnation, Property Owner and CBL/OP shall proceed to Closing in accordance with the terms of this Agreement with no reduction in the Purchase Price, and Property Owner shall assign to CBL/OP at Closing, as part of the Intangible Property, all of Property Owner's right, title and interest in and to all proceeds resulting or to result from said condemnation and give a credit for any proceeds received prior to Closing.

11.2 Nonmaterial Condemnation. If, prior to Closing, a taking or condemnation relating to the Property has occurred, or is threatened, which is not described in Section 11.1 above, the Closing shall take place as provided in this Agreement with no reduction of the Purchase Price, and Property Owner shall assign to CBL/OP at Closing, as part of the Intangible Property, all of Property Owner's right, title and interest in and to all proceeds resulting or to result from said condemnation and give a credit for any proceeds received prior to Closing.

11.3 Casualty Damage. If, prior to the Closing, any of the Improvements are damaged by fire or other casualty (collectively, "Casualty"), as promptly as possible after Property Owner learns of such Casualty, Property Owner shall deliver to CBL/OP written notice thereof ("Casualty Loss Notice") together with Property Owner's determination as to whether the damage constitutes a "Material Damage" (as defined below). For the purposes of this Section 11.3, "Material Damage" shall mean damage to the Improvements which is of such nature that the cost of restoring the Improvements to their condition prior to the Casualty will, in Property Owner's reasonable determination as provided in the Casualty Loss Notice, exceed Two Million Dollars ($2,000,000), whether or not such damage is covered by insurance. If, prior to the Closing, the Improvements sustain Material Damage by a Casualty, CBL/OP may, at CBL/OP's option, terminate this Agreement by delivering written notice thereof to Property Owner and Escrow Agent within the earlier of (a) 10 Business Days after CBL/OP's receipt of the Casualty Loss Notice or (b) the Closing Date. If the Improvements are damaged by a Casualty which is not a Material Damage, or if CBL/OP fails to deliver written notice of termination within the time period set forth hereinabove for a Material Damage, then: (i) the parties shall proceed to close this transaction in accordance with the terms of this Agreement; (ii) at the Closing, CBL/OP shall receive a credit against the Purchase Price in an amount equal to the deductible under Property Owner's casualty insurance policy plus the amount of any proceeds received by Property Owner prior to Closing to the extent the same exceed costs of restoration and repair expended by Property Owner; and (iii) Property Owner shall, as part of the Intangible Property, assign to CBL/OP all of Property Owner's rights in the resulting casualty insurance proceeds; provided, however, that in no event shall the sum of such credit for the deductible and the amount of the insurance proceeds assigned to CBL/OP pursuant to Clauses (ii) and (iii) hereinabove exceed the lesser of (1) the Purchase Price or (2) the cost to complete the repair of the Casualty following the Closing; provided, however, CBL/OP shall have no obligation to close with an assignment of casualty insurance proceeds unless Property Owner shall provide to CBL/OP a statement from the insurance company recognizing the casualty and the applicability of the insurance policy thereto and noting the insurance carrier's acknowledgement of the coverages set forth in the insurance policy to the particular casualty with no offsets, exclusions or denials of coverage and the assignability of the policy to the CBL/OP, and CBL/OP shall be reasonably satisfied that the insurance proceeds are adequate to restore the damage, and if Property Owner fails to provide such statement from the insurance company by the Closing Date, and Property Owner is unwilling to escrow (on terms mutually satisfactory to the parties) the amount required to restore the damage, CBL/OP may elect to terminate this Agreement,

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by written notice to Property Owner. If CBL/OP elects to terminate this Agreement under this Section 11.3, Escrow Agent or Property Owner, as applicable, shall return the Letter of Credit or the Deposit, as applicable, to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations.

ARTICLE XII
INTENTIONALLY OMITTED

ARTICLE XIII
MISCELLANEOUS

13.1 Entire Agreement. This Agreement contains the entire agreement of the parties hereto. There are no other agreements, oral or written, and this Agreement can be amended only by written agreement signed by the parties hereto, and by reference made a part hereof.

13.2 CBL/REIT Board Approval; Agreement Binding on Parties. The effectiveness of this Agreement is subject to the approval of the Board of Directors of CBL/REIT within 72 hours following execution thereof by CBL/OP. Subject only to such Board approval, this Agreement, and the terms, covenants, and conditions contained herein, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. CBL/OP may assign CBL/OP's rights under this Agreement only upon the following conditions: (a) the assignee of CBL/OP must be an entity which is directly owned or controlled by CBL/OP; (b) the Deposit must have been delivered to Escrow Agent in accordance with Section 3.2.1 above; (c) CBL/OP shall remain primarily liable for the performance of CBL/OP's obligations under this Agreement; and (d) the assignee must expressly assume in writing all of CBL/OP's obligations under this Agreement, and CBL/OP shall deliver to Property Owner a copy of the fully executed written assignment and assumption agreement between CBL/OP and such assignee at or before the Closing.

13.3 Notice. Any notice, communication, request, reply or advice (collectively, "Notice") provided for or permitted by this Agreement to be made or accepted by either party must be in writing. Notice may, unless otherwise provided herein, be given or served (a) by delivering the same to such party, or an agent of such party, in person or by commercial courier, (b) by facsimile transmission, evidenced by confirmed receipt and concurrently followed by a "hard" copy of same delivered to the party by personal delivery or overnight delivery pursuant to Clauses (a) or (c) hereof, or (c) by depositing the same into custody of a nationally recognized overnight delivery service such as Federal Express, Overnight Express or Airborne Express. Notice given in any manner shall be effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. of any Business Day with delivery made after such hours to be deemed received the following Business Day. For the purposes of notice, the addresses of Property Owner, CBL/OP, Escrow Agent and the Title Company shall, until changed as hereinafter provided, be as set forth in Article I. The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least 5 days written notice to the other party.

51

13.4 Time of the Essence. Time is of the essence in all things pertaining to the performance of this Agreement.

13.5 Governing Law. This Agreement shall be construed in accordance with the laws of the state of Illinois.

13.6 Currency. All dollar amounts are expressed in United States currency.

13.7 Section Headings. The section and article headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof.

13.8 Business Days. If any date or any period provided for in this Agreement shall end on a Saturday, Sunday or legal holiday, the applicable date or period shall be extended to the first Business Day following such Saturday, Sunday or legal holiday.

13.9 No Recordation. Without the prior written consent of Property Owner, there shall be no recordation of either this Agreement or any memorandum hereof or any affidavit pertaining hereto, and any such recordation of this Agreement or memorandum hereof or affidavit pertaining hereto by CBL/OP without the prior written consent of Property Owner shall constitute a material default hereunder by CBL/OP, whereupon this Agreement shall, at the option of Property Owner, terminate and be of no further force and effect. Upon such termination, the Letter of Credit or the Deposit, as applicable, shall be immediately delivered to Property Owner or Property Owner shall retain the Deposit, as the case may be, whereupon neither CBL/OP, Property Owner shall not have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations.

13.10 Multiple Counterparts; Facsimile. This Agreement may be executed in multiple counterparts (each of which is to be deemed original for all purposes). The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon so long as such signature page is attached to any other counterpart of this Agreement identical thereto except having additional signature pages executed by the other parties to this Agreement attached thereto. CBL/OP and Property Owner agree that the delivery of an executed copy of this Agreement by facsimile shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Agreement had been delivered.

13.11 Severability. If any provision of this Agreement or application to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

13.12 Limitations on Benefits. It is the explicit intention of CBL/OP and Property Owner that no person or entity other than CBL/OPand Property Owner and their permitted successors and assigns is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by,

52

CBL/OPand Property Owner or their respective successors and assigns as permitted hereunder. Nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted, as making any third party (including Property Owner's Property Manager, Property Owner's Broker, CBL/OP's lender, any Anchor Store or any Tenant) a beneficiary of any term or provision of this Agreement or any instrument or document delivered pursuant hereto, and CBL/OP and Property Owner expressly reject any such intent, construction or interpretation of this Agreement.

13.13 Interpretation. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in Article I above and have the meanings assigned to them in Article I above and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other genders; (b) references herein to "Articles," "Sections," subsections, paragraphs and other subdivisions without reference to a document are to designated Articles, Sections, subsections, paragraphs and other subdivisions of this Agreement; (c) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions; (d) the words "hereof," "herein," "thereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision; (e) the word "including" or "includes" means "including, but not limited to" or "includes but is not limited to"; (f) the words "approval," "consent" and "notice" shall be deemed to be preceded by the word "written"; (g) any reference to this Agreement or any Exhibits hereto and any other instruments, documents and agreements shall include this Agreement, Exhibits and other instruments, documents and agreements as originally executed or existing and as the same may from time to time be supplemented, modified or amended; and (h) unless otherwise specifically provided, all references in this Agreement to a number of days shall mean calendar days rather than Business Days and (i) "Business Days" shall mean any day other than a Saturday, a Sunday or a Federal holiday on which banks are closed for business in New York, New York.

13.14 Further Actions. CBL/OP and Property Owner shall execute or cause to be executed all such instruments or agreements as may be reasonably necessary in order to carry out the purpose of this Agreement, and each party shall do all other acts reasonably necessary or reasonably requested by the other to carry out the intent and purpose of this Agreement.

13.15 No Other Inducements. The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

13.16 Participation in Drafting. The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Property Owner and CBL/OP each acknowledge that they participated equally in the drafting of this Agreement and, accordingly, no court construing this Agreement shall construe it more stringently against one party than any other.

13.17 Exhibits. Exhibit A through Exhibit AA and Schedules I, II, 3.3 and 7.1 are incorporated herein by reference.

53

13.18 No Partnership/Fiduciary Relationship. The parties acknowledge and agree that the relationship created by this Agreement between Property Owner and CBL/OP is one of contract only, and that no partnership, joint venture or other fiduciary or quasi-fiduciary relationship is intended or in any way created hereby.

13.19 Conditional Delivery. The submission by Property Owner to CBL/OP of this Agreement in unsigned form shall be deemed to be a submission solely for CBL/OP's consideration and not for acceptance and execution. Neither such submission of this Agreement by Property Owner to CBL/OP nor any course of conduct between CBL/OP and Property Owner nor any actions undertaken or sums expended by CBL/OP shall confer any option or other right upon CBL/OP or impose any obligation upon Property Owner irrespective of any reliance thereon, change of position or partial performance. The submission by Property Owner of this Agreement for execution by CBL/OP and the actual execution and delivery thereof by CBL/OP to Property Owner shall similarly have no binding force and effect on Property Owner unless and until Property Owner have executed and delivered a counterpart of this Agreement to CBL/OP and the Deposit has been actually received by Escrow Agent.

13.20 Survival. Except as expressly provided in this Agreement, the representations, warranties and covenants set forth in this Agreement shall not survive the Closing and shall be merged into the Special Warranty Deed and other instruments and conveyances delivered at the Closing.

13.21 Public Disclosure. Prior to Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the form approved by CBL/OP and Property Owner and their respective counsel.

13.22 Intentionally Omitted

13.23 Assignment. CBL/OP shall have the right, with notice to Property Owner (but without the necessity of Property Owner's consent), to assign its right, title and interest in and to this Agreement to one or more assignees affiliated with CBL/OP at any time before the Closing Date, provided that in no event shall CBL/OP be released from any of its obligations or liabilities hereunder.

13.24 Like-Kind Exchange

(a) It is understood and agreed that Property Owner shall have the option, exercisable by giving notice to CBL/OP at any time prior to the Closing Date, of effecting a like-kind exchange of all or any portion of the Property by assigning (the "Assignment") its rights in this Agreement to a qualified intermediary (the "Intermediary") who shall contract with Property Owner to deliver to Property Owner in exchange therefor property or other consideration, at such times as shall be designated in the contract between Property Owner and the Intermediary. Upon the Assignment, the Intermediary shall be substituted for Property Owner as the seller of the property. CBL/OP agrees to accept the Property and all other required performance from the Intermediary and to render its performance of all of its obligations to the Intermediary; provided, that Property Owner shall, at the Intermediary's direction, nevertheless convey the Property to CBL/OP in accordance with (and as limited by) the terms of this Agreement.

54

(b) CBL/OP shall reasonably cooperate with Property Owner and execute such documents (including the Assignment) as are reasonably necessary for Property Owner to effect such exchange; provided, that (i) the CBL/OP is not required to take title to any parcel of property other than the Property, (ii) the contemplated exchange shall not delay or effect any of the time periods or other obligations of Property Owner hereunder, including, without limitation, those related to the Closing and the scheduled date for the same, and (iii) CBL/OP is not required to incur any expense or liability of any nature whatsoever not expressly contemplated by this Agreement.

(c) Notwithstanding anything herein to the contrary, Property Owner may, in its sole discretion and in connection with a tax deferred like-kind exchange contemplated hereby, require that any portion of the Purchase Price be paid in one or more purchase money notes (each, a "Note") from CBL/OP to Property Owner in a form reasonably agreed to by the parties, provided that each such Note shall bear interest at the rate of 6% per annum, be payable in one or more payments with the last occurring on January 2, 2006, and be retained by Property Owner in connection with any such exchange with the Intermediary and transferrable by Property Owner to its partners without CBL/OP's consent. Any such Note may, at the request and expense of Property Owner, be secured by one or more stand by letter(s) of credit issued by a bank designated by Property Owner.

(d) Property Owner shall indemnify, defend and hold CBL/OP harmless from any liability, damage, loss, cost or other expense including, without limitation, reasonable attorneys' fees and costs, resulting or arising solely from the implementation of any such exchange or assignment. No such exchange or assignment by Property Owner shall relieve Property Owner from any of its obligations hereunder, nor shall Property Owner's ability to consummate a tax deferred exchange be a condition to the performance of Property Owner's obligations under this Agreement.

[END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES]

55

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

PROPERTY OWNER:   HP-SP ASSOCIATES, L.L.C.,
                  a Missouri limited liability company

                  By:   HPM ASSOCIATES, L.L.C.,
                        a Missouri limited liability company, its manager

                  ______By:   HICKORY POINT MALL, LIMITED
                              PARTNERSHIP, a Delaware limited
                              partnership

                  ______      By:   CWB ASSOCIATES, INC., a Kansas
                                    corporation, General Partner

                  ______            By:            /s/ Paul Cokaken
                                       --------------------------------
                                             Paul Copaken, President



                  ______      By:   FFC, INC., a Kansas corporation,
                                    General Partner

                  ______            By:         /s/ Jack N. Fingersh
                                        ----------------------------
                       _                  Jack N. Fingersh, President



                  ______      By:   BLITT MANAGEMENT, INC., a
                                    Kansas corporation, General Partner

                  ______            By:            /s/ Irwin Blitt
                                       ------------------------------
                   _____                  Irwin Blitt, President

[SIGNATURE PAGE TO
AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS]

56

PROPERTY OWNER   HICKORY POINT MALL, LIMITED PARTNERSHIP,
                 a Delaware limited partnership

                 By:___CWB ASSOCIATES, INC., a Kansas corporation,
                       General Partner


                 ______      By:            /s/ Paul Copaken
                                 ------------------------------------
                 ______                  Paul Copaken, President

By:___FFC, INC., a Kansas corporation, General Partner

______By:         /s/ Jack N. Fingersh
                ------------------------------------
______      Jack N. Fingersh, President

By:___BLITT MANAGEMENT, INC., a Kansas corporation, General Partner

______By:             /s/ Irwin Blitt
                ------------------------------------
______     Irwin Blitt, President

CBL/OP: CBL & ASSOCIATES LIMITED PARTNERSHIP
a Delaware limited partnership

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

By:          /s/ Stephen D. Lebovitz___________
    -------------------------------------------
Name:             Stephen D. Lebovitz__________
      -----------------------------------------
Title:                        President________
         --------------------------------------

[SIGNATURE PAGE TO
AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS]

57

PROPERTY OWNER'S PROPERTY MANAGER'S EXECUTION:

The undersigned, being Property Owner's Property Manager of the Property, as such terms are defined in this Agreement, executes this Agreement for the sole and exclusive purposes of (i) noting the undersigned's agreement to comply with any provision or term of this Agreement (A) requiring Property Owner's Property Manager to assign or transfer rights or interests to CBL/OP and execute certain documents and instruments at Closing and/or (B) requiring Property Owner's Property Manager to do any other act or thing under this Agreement or refrain from any act, with the undersigned acknowledging that it and/or its affiliate(s) and/or equity owners shall receive other consideration sufficient to provide adequate consideration to the undersigned for any transfers or assignments or such acts or agreements by Property Owner's Property Manager hereunder; (ii) noting Property Owner's Property Manager's acknowledgement that except for amounts payable by CBL/OP pursuant to Section 6.8, it has received or shall receive at Closing full and complete payment from Property Owner for any and all sums that are due and owing to Property Owner's Property Manager with respect to any aspect of the Property or its operations; (iii) noting the undersigned's waiver of any lien or right to any lien with respect to the Property for any services rendered or to be rendered by Property Owner's Property Manager or for any claim that Property Owner's Property Manager may have against the Property or Property Owner; and (iv) noting the undersigned's acknowledgement and agreement that the Management Agreement, as defined herein, shall terminate on or prior to the date of Closing. Executed to be effective as of the date first above written.

COPAKEN, WHITE & BLITT, LLC

By:  /s/ Troy Marquis
____________________________________
Name: Troy Marquis
Title: Administrative Manager

58

JOINDER BY ESCROW HOLDER

FIDELITY NATIONAL TITLE COMPANY, referred to in this Agreement as the "Escrow Holder," hereby acknowledges that on the 17th day of October, 2005, it received this Agreement executed and delivered by CBL/OP andProperty Owner, and accepts the obligations of and instructions for the Escrow Holder as set forth herein. Upon receipt thereof, the Escrow Holder hereby agrees to hold and distribute the Letter of Credit or Deposit, as applicable, in accordance with the terms and provisions of this Agreement.

Dated: October 17 , 2005

FIDELITY NATIONAL TITLE COMPANY

By:           /s/ Shawn A. Tidwell____________________
         ---------------------------------------------
         Name:             Shawn A. Tidwell___________
               ---------------------------------------
         Title:                  Vice President_______
                  ------------------------------------

59

TABLE OF CONTENTS

                                                                                                               Page

ARTICLE I             CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS.............................................2

ARTICLE II            CONTRIBUTION...............................................................................7

         2.1      Agreement to Contribute the LLC Interests......................................................7

         2.2      Excluded Property..............................................................................8

         2.3      Other Mall Contribution Agreements.............................................................8

                  2.3.1    Definitions of other Malls and Purchase Agreements....................................8

                  2.3.2    Other Mall Contracts; Cross Default; Cross Termination................................8

ARTICLE III           TOTAL CONSIDERATION........................................................................9

         3.1      Purchase Price.................................................................................9

         3.2      K-SCUs.........................................................................................9

         3.3      Informational Materials.......................................................................10

         3.4      Registration Rights...........................................................................11

         3.5      Delivery of Deposit...........................................................................11

         3.6      Disposition of Deposit........................................................................11

         3.7      Cash Consideration Payment....................................................................11

ARTICLE IV            INSPECTION AND TITLE REVIEW...............................................................12

         4.1      CBL/OP's Inspections..........................................................................12

                  4.1.1    Inspections, Tests and Studies.......................................................12

                  4.1.2    CBL/OP's Delivery of Information to Property Owner...................................12

                  4.1.3    Tenant and Governmental Authority Inquiries..........................................12

         4.2      Document Review...............................................................................13

                  4.2.1    Property Records.....................................................................13

                  4.2.2    Excluded Documents...................................................................13

                  4.2.3    Proprietary Information..............................................................14

                  4.2.4    Return of Property Records...........................................................14

                  4.2.5    No Representation or Warranty By Property Owner......................................14

                  4.2.6    Remedies.............................................................................14

         4.3      Title.........................................................................................14

                  4.3.1    Title Documents......................................................................14

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                                                                                                               Page


                  4.3.2    Review of Title......................................................................15

                  4.3.3    Additional Title Objections..........................................................16

                  4.3.4    Voluntary Title Encumbrances.........................................................17

                  4.3.5    Use of Purchase Price to Discharge Liens.............................................17

                  4.3.6    Title Policy.........................................................................17

                  4.3.7    Permitted Exceptions.................................................................18

         4.4      Inspection Obligations........................................................................19

                  4.4.1    CBL/OP's Responsibilities............................................................19

                  4.4.2    CBL/OP's Indemnity...................................................................20

                  4.4.3    CBL/OP's Insurance...................................................................20

         4.5      Intentionally omitted.........................................................................20

         4.6      CBL/OP Deliveries Upon Termination............................................................20

         4.7      Cancellation of Service Contracts.............................................................20

ARTICLE V             ESCROW AND CLOSING........................................................................21

         5.1      Escrow........................................................................................21

                  5.1.1    Opening of Escrow....................................................................21

                  5.1.2    Escrow Instructions..................................................................22

                  5.1.3    Closing..............................................................................22

                  5.1.4    Closing Date.........................................................................22

         5.2      Conditions Precedent to the Closing for the Benefit of CBL/OP.................................22

                  5.2.1    Intentionally omitted................................................................22

                  5.2.2    Intentionally omitted................................................................22

                  5.2.3    Property Owner's Deliveries..........................................................22

                  5.2.4    Representations and Warranties.......................................................22

                  5.2.5    Covenants............................................................................23

                  5.2.6    Tenant and Anchor Store Estoppel Certificates........................................23

                  5.2.7    Condemnation or Casualty.............................................................24

                  5.2.8    Title Policy.........................................................................24

                  5.2.9    Lender Approval......................................................................24

                  5.2.10   Company LLC Agreement................................................................24

ii

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TABLE OF CONTENTS

                                                                                                      Page

         5.2.11   Closing Date Debt....................................................................24

         5.2.12   Simultaneous Closings Under Other Mall Contracts.....................................24

5.3      Conditions Precedent to the Closing for the Benefit of Property Owner.........................25

         5.3.1    CBL/OP's Deliveries..................................................................25

         5.3.2    Intentionally omitted................................................................25

         5.3.3    Covenants............................................................................25

         5.3.4    Title Policy.........................................................................25

         5.3.5    Representations and Warranties.......................................................25

         5.3.6    Company LLC Agreement................................................................26

         5.3.7    Closing Date Debt....................................................................26

         5.3.8    Simultaneous Closings Under Other Mall Contracts.....................................26

5.4      Property Owner's Deliveries...................................................................26

         5.4.1    Special Warranty Deed................................................................26

         5.4.2    Tenant Lease Assignment..............................................................26

         5.4.3    Bill of Sale and General Assignment..................................................27

         5.4.4    Non-Foreign Certificate..............................................................27

         5.4.5    Tenant Notices.......................................................................27

         5.4.6    Estoppels............................................................................27

         5.4.7    Closing Statement....................................................................27

         5.4.8    Authority............................................................................27

         5.4.9    Property Manager's Estoppel..........................................................27

         5.4.10   Intentionally Omitted................................................................27

         5.4.11   Operating Agreement Assignment.......................................................27

         5.4.12   Ground Lease Assignment..............................................................28

         5.4.13   Original Documents...................................................................28

         5.4.14   Possession...........................................................................28

         5.4.15   Contract Termination.................................................................28

         5.4.16   Updated Lease Schedule/Rent Roll; Closing Certificate................................28

         5.4.17   Assignment of LLC Interests..........................................................28

         5.4.18   Partnership Interest Acknowledgement.................................................28

iii

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TABLE OF CONTENTS

                                                                                                               Page

                  5.4.19   Owner's Affidavit....................................................................28

                  5.4.20   Other Documents......................................................................28

         5.5      Existing Property Owner Debt..................................................................29

         5.6      CBL/OP's Deliveries...........................................................................29

                  5.6.1    Funds................................................................................29

                  5.6.2    Partnership Interests................................................................29

                  5.6.3    CBL/OP Partnership Agreement.........................................................29

                  5.6.4    Closing Statement....................................................................29

                  5.6.5    CBL/OP Closing Certificate...........................................................29

                  5.6.6    Authority............................................................................29

                  5.6.7    Other Documents......................................................................29

         5.7      Closing Date Debt.............................................................................29

         5.8      Closing Costs.................................................................................30

                  5.8.1    Property Owner's Closing Costs.......................................................30

                  5.8.2    CBL/OP's Closing Costs...............................................................30

                  5.8.3    General Allocation...................................................................30

         5.9      Real Estate Commissions.......................................................................30

         5.10     Real Estate Reporting Person..................................................................31

         5.11     Post-Closing Access to Records................................................................31

         5.12     SEC Reporting Requirements....................................................................31

ARTICLE VI            PRORATIONS................................................................................32

         6.1      General.......................................................................................32

         6.2      Real Estate Taxes.............................................................................32

         6.3      Operating Expenses............................................................................33

         6.4      Rentals.......................................................................................33

                  6.4.1    Certain Defined Terms................................................................33

                  6.4.2    General..............................................................................34

                  6.4.3    Overage Rents........................................................................34

                  6.4.4    Percentage Rentals...................................................................35

         6.5      Delinquent Rentals............................................................................36

iv

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TABLE OF CONTENTS

                                                                                                               Page


         6.6      Security Deposits.............................................................................36

         6.7      Anchor Store Payments.........................................................................37

         6.8      Tenant Installation Expenses..................................................................38

         6.9      Adjustment Procedure..........................................................................39

         6.10     Gift Certificates.............................................................................40

         6.11      Operating Reserve............................................................................40

ARTICLE VII           REPRESENTATIONS AND WARRANTIES............................................................40

         7.1      Representations and Warranties of Property Owner..............................................40

                  7.1.1    Power and Authority of Property Owner................................................40

                  7.1.2    Intentionally Omitted................................................................41

                  7.1.3    Ownership of the Equity Interests....................................................41

                  7.1.4    [Intentionally Omitted]..............................................................41

                  7.1.5    Deliveries at Closing................................................................41

                  7.1.6    Requisite Action.....................................................................42

                  7.1.7    Individuals Authority................................................................42

                  7.1.8    Tenant Leases........................................................................42

                  7.1.9    Contracts............................................................................42

                  7.1.10   Pending Actions......................................................................43

                  7.1.11   Governmental/Insurance Notices.......................................................43

                  7.1.12   Condemnation/Rezoning................................................................43

                  7.1.13   Environmental Law Violations.........................................................43

                  7.1.14   Lease Brokerage......................................................................43

                  7.1.15   No Violations........................................................................43

                  7.1.16   Operating Agreement..................................................................44

                  7.1.17   Taxes................................................................................44

                  7.1.18   Financial/Operating Statements.......................................................44

                  7.1.19   Delivery of Environmental Reports and Property Condition Reports.....................44

                  7.1.20   Adjacent Property....................................................................45

                  7.1.21   Employees............................................................................45

v

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                                                                                                               Page


                  7.1.22   The Company..........................................................................45

         7.2      Definition of Property Owner's Knowledge......................................................45

         7.3      Survival Period...............................................................................46

         7.4      Third Party Information.......................................................................46

         7.5      CBL/OP's Knowledge............................................................................47

         7.6      Representations and Warranties of CBL/OP......................................................47

                  7.6.1    Legal Power..........................................................................47

                  7.6.2    Duly Authorized......................................................................47

                  7.6.3    Requisite Action.....................................................................47

                  7.6.4    Individuals Authority................................................................47

ARTICLE VIII          OPERATING COVENANTS.......................................................................48

         8.1      Insurance.....................................................................................48

         8.2      Operation of Property.........................................................................48

         8.3      Capital Improvements..........................................................................48

         8.4      Leasing.......................................................................................48

         8.5      New Contracts.................................................................................49

         8.6      Liens.........................................................................................49

         8.7      Tenant Lease Defaults; Operating Agreement Defaults...........................................49

         8.8      Transfers.....................................................................................49

         8.9      Litigation....................................................................................50

         8.10     Schedule and Exhibit Updates..................................................................50

         8.11     Company Assets and Liabilities................................................................50

         8.12     Employees of the Property Owner...............................................................50

ARTICLE IX            "AS-IS" SALE..............................................................................50

         9.1      Disclaimer of Representations and Warranties by Property Owner................................50

         9.2      Sale "As Is"..................................................................................51

         9.3      CBL/OP Acknowledgments........................................................................52

         9.4      CBL/OP Represented by Counsel.................................................................52

         9.5      CBL/OP's Release of Property Owner............................................................52

                  9.5.1    Property Owner Released From Liability...............................................52

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                                                                                                               Page


                  9.5.2    Claims Under Environmental Laws......................................................53

                  9.5.3    Survival.............................................................................54

ARTICLE X             REMEDIES..................................................................................54

         10.1     Liquidated Damages; Property Owner's Remedies.................................................54

         10.2     CBL/OP's Remedies.............................................................................54

         10.3     Attorneys' Fees...............................................................................55

         10.4     Mutual Post-Closing Indemnities...............................................................55

                  10.4.1   Definition of Losses.................................................................55

                  10.4.2   Property Owner's Indemnity...........................................................55

                  10.4.3   Sources for Satisfaction of Property Owner's Indemnity...............................56

                  10.4.4   CBL/OP's Indemnity...................................................................56

         10.5     Minimum Amount Requirement for Damages........................................................57

         10.6     Limitation of Property Owner's Liability......................................................57

         10.7     Limitation of CBL/OP's Liability..............................................................57

         10.8     Limited Liability.............................................................................58

ARTICLE XI            CONDEMNATION/CASUALTY DAMAGE..............................................................58

         11.1     Condemnation..................................................................................58

         11.2     Nonmaterial Condemnation......................................................................58

         11.3     Casualty Damage...............................................................................59

ARTICLE XII           INTENTIOALLY OMITTED......................................................................60

ARTICLE XIII          MISCELLANEOUS.............................................................................63

         13.1     Entire Agreement..............................................................................63

         13.2     CBL/REIT Board Approval; Agreement Binding on Parties.........................................63

         13.3     Notice........................................................................................63

         13.4     Time of the Essence...........................................................................64

         13.5     Governing Law.................................................................................64

         13.6     Currency......................................................................................64

         13.7     Section Headings..............................................................................64

         13.8     Business Days.................................................................................64

         13.9     No Recordation................................................................................64

vii

66

TABLE OF CONTENTS

                                                                                                      Page


13.10    Multiple Counterparts; Facsimile..............................................................64

13.11    Severability..................................................................................65

13.12    Limitations on Benefits.......................................................................65

13.13    Interpretation................................................................................65

13.14    Further Actions...............................................................................65

13.15    No Other Inducements..........................................................................66

13.16    Participation in Drafting.....................................................................66

13.17    Exhibits......................................................................................66

13.18    No Partnership/Fiduciary Relationship.........................................................66

13.19    Conditional Delivery..........................................................................66

13.20    Survival......................................................................................66

13.21    Public Disclosure.............................................................................66

13.22    Intentionally Omitted

EXHIBITS AND SCHEDULES

Schedule I      -    Intentionally Omitted
Schedule II     -    Existing Property Owner Debt
Schedule 3.3    -    Intentionally Omitted
Schedule 7.1    -    Disclosure Schedule

Exhibit A       -    Legal Description of Land
Exhibit B       -    Tenant Estoppel Certificate
Exhibit C       -    Special Warranty Deed
Exhibit D       -    Assignment and Assumption of Leases
Exhibit E       -    Bill of Sale and General Assignment
Exhibit F       -    Federal Transferor's Certificate of Non-Foreign
                       Status
Exhibit G       -    Tenant Notification Letter
Exhibit H       -    Intentionally Omitted
Exhibit I       -    Lease Schedule/Rent Roll
Exhibit J       -    List of Service Agreements to be Assumed
Exhibit K       -    Intentionally Omitted
Exhibit L       -    Intentionally Omitted
Exhibit M       -    Intentionally Omitted
Exhibit N       -    Intentionally Omitted
Exhibit O       -    Intentionally Omitted
Exhibit P       -    Intentionally Omitted
Exhibit Q       -    Letter of Credit
Exhibit R       -    Intentionally Omitted

viii

67

Exhibit S       -    Owner's Affidavit
Exhibit T       -    Intentionally Omitted
Exhibit U       -    Intentionally Omitted
Exhibit V       -    Intentionally Omitted
Exhibit W       -    Pending Transactions
Exhibit X       -    Intentionally Omitted
Exhibit Y       -    Intentionally Omitted
Exhibit Z       -    List of Service Contracts
Exhibit AA      -    Indemnity Escrow Agreement

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68

Defined Term                                                                                                   Page
Accountants......................................................................................................26
Additional Title Objection.......................................................................................12
Additional Title Objections......................................................................................12
Agreement.........................................................................................................1
ALTA Survey......................................................................................................11
Anchor Stores.....................................................................................................3
Applicable Overage Rent Year.....................................................................................29
Appurtenances.....................................................................................................1
Assignee..........................................................................................................1
Assignment........................................................................................................1
Assignment and Assumption of Tenant Leases.......................................................................22
Assignor..........................................................................................................1
Base Rents.......................................................................................................28
Bergner...........................................................................................................3
Books and Records..............................................................................................3, 2
Business Days....................................................................................................53
CBL/OP............................................................................................................1
CBL/OP Closing Certificate.......................................................................................21
CBL/OP Closing Conditions........................................................................................18
CBL/OP Parties...................................................................................................38
CBL/OP's Additional Title Objection Notice.......................................................................12
CBL/OP's Address..................................................................................................4
CBL/OP's Information..............................................................................................8
CBL/OP's Surviving Obligations...................................................................................12
CBL/OP's Title Objection Notice..................................................................................11
Claims...........................................................................................................16
Closing..........................................................................................................18
Closing Date......................................................................................................3
Closing Statement................................................................................................33
Commission.......................................................................................................26
Delinquent Rentals...............................................................................................31
Disclosure Schedule..............................................................................................34
Eastland Contract.................................................................................................6
Eastland Mall.....................................................................................................6
Eastland Property Owner...........................................................................................6
Effective.........................................................................................................1
Effective Date....................................................................................................1
Environmental Laws...............................................................................................44
Escrow...........................................................................................................17
Escrow Agent......................................................................................................5
Excluded Documents.............................................................................................9, 2
Excluded Property.................................................................................................2
Existing Environmental Reports...................................................................................37
Existing Property Owner Debt.....................................................................................24

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69

Defined Term                                                                                                   Page

Final Approval Date...............................................................................................3
FIRPTA Certificate...............................................................................................22
Grantee...........................................................................................................1
Grantor...........................................................................................................1
Hazardous Substances.............................................................................................45
Improvements......................................................................................................2
Intangible Property............................................................................................2, 1
J.C. Penney.......................................................................................................3
Kohl's............................................................................................................3
Land..............................................................................................................1
Laws.............................................................................................................36
Lease Schedule/Rent Roll..........................................................................................2
Material Portion.................................................................................................50
Notice...........................................................................................................51
Oak Park Mall.....................................................................................................6
Oak Park Property Owner...........................................................................................6
Official Records..................................................................................................5
Operating Expenses...............................................................................................27
Operating Reserve.................................................................................................5
Other Mall Contracts..............................................................................................6
Other Malls.......................................................................................................6
Overage Rents....................................................................................................28
Percentage Rentals...............................................................................................28
Permitted Exceptions.............................................................................................14
Permitted Outside Parties........................................................................................10
Personal Property.................................................................................................2
Prior Reports....................................................................................................37
Property..........................................................................................................1
Property Management Agreement....................................................................................16
Property Owner....................................................................................................1
Property Owner's Address..........................................................................................4
Property Owner's Broker..........................................................................................25
Property Owner's Condition Precedent.............................................................................20
Property Owner's Notice Period...................................................................................11
Property Owner's Property Manager.................................................................................5
Property Owner's Title Notice....................................................................................11
Property Records..................................................................................................9
Proprietary Information..........................................................................................10
Proration and Expense Schedule...................................................................................33
Purchase Price....................................................................................................5
Real Estate Taxes................................................................................................27
Real Property..................................................................................................2, 1
Released Parties.................................................................................................44
Rentals..........................................................................................................28
Sears.............................................................................................................3
Service Contracts..............................................................................................2, 1

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70

Defined Term                                                                                                   Page
Shopping Center...................................................................................................5
Special Exceptions................................................................................................1
Special Warranty Deed............................................................................................22
Survey Exceptions................................................................................................11
Tenant Leases..................................................................................................2, 1
Tenant Prospect Commission Obligations...........................................................................17
Tenant Security Deposits.......................................................................................2, 1
Tenant/Anchor Notices............................................................................................22
Tenants...........................................................................................................3
Title Commitment.................................................................................................10
Title Company.....................................................................................................3
Title Documents..................................................................................................10
Title Objection..................................................................................................11
Title Objection Deadline..........................................................................................3
Title Objections.................................................................................................11
Title Policy.....................................................................................................13
to the knowledge of Property Owner...............................................................................37
Transferee........................................................................................................1
Transferor........................................................................................................1
Unknown Environmental Liabilities................................................................................45
Updated Survey...................................................................................................11
Voluntary Title Encumbrances.....................................................................................13
Von Maur..........................................................................................................3

xii

Exhibit 10.23.6

EASTLAND MEDICAL BUILDING PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS

THIS EASTLAND MEDICAL BUILDING PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 17th day of October, 2005 (the "Effective Date") by CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("CBL/OP") and BMJ MEDICAL, LLC, a Missouri limited liability company ("Property Owner").

WITNESSETH:

WHEREAS, Property Owner is the owner of a medical office building and related land, improvements and property located in Bloomington, McLean County, Illinois, which is more particularly described in, and is the subject of, this Agreement; and

WHEREAS, CBL/OP is a Delaware limited partnership which desires to acquire the "Property" (described below) on the terms described in this Agreement; and

NOW, THEREFORE, in consideration of the premises and the mutual undertakings in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS

This Article I sets forth certain definitions and fundamental provisions for purposes of this Agreement. An index of defined terms used in this Agreement is included with the Table of Contents of this Agreement.

1.1 "Property" means, collectively, all of Property Owner's right, title and interest in the Land, the Appurtenances, the Improvements, the Service Contracts, the Intangible Property and the Personal Property, as such terms are defined below.

1.1.1 "Land" means, collectively, that certain parcel of land located in Bloomington, Illinois, which is described in Exhibit A attached hereto.

1.1.2 Intentionally Omitted"

1.1.3 "Appurtenances" means all right, title and interest, if any, of Property Owner in and to the following: (a) all land lying in the bed of any street, highway, road or avenue, open or proposed, public or private, in front of or adjoining the Land, to the center line thereof; (b) all rights of way, highways, public places, easements, appendages, appurtenances, sidewalks, alleys, strips and gores of land adjoining or appurtenant to the Land which are now or hereafter may be used in connection with the Property; (c) all awards to be made in lieu of any of the foregoing or for damages to the Land by reason of the change of grade of any street, highway, road or avenue; and (d) all easements, rights and privileges benefiting the applicable Land.

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1.1.4 "Improvements" means all buildings, structures, improvements and fixtures located on the Land.

1.1.5 "Service Contracts" means any service, supply, maintenance, repair, construction and management contracts to which Property Owner is a party relating to the Real Property (as defined below).

1.1.6 "Intangible Property" means all assignable intangible personal property, if any, now or through the date of Closing owned by Property Owner and arising out of or in connection with Property Owner's ownership of the Real Property, the Service Contracts and the Personal Property, including (to the extent any such items exist) (a) Property Owner's rights to use any plans, specifications and drawings relating to the Improvements (subject to the rights of the parties who prepared the same), (b) Property Owner's rights to any current names, logos, designs, trademarks, service marks, copyrights, and trade names used solely in connection with the Real Property (including but not limited to any internet domain names), (c) the goodwill of Property Owner in connection with the Real Property, (e) all advertising materials, marketing programs and strategies, and other similar rights relating solely to Property Owner's use and operation of the Real Property, the Service Contracts and the Personal Property, (f) any transferable licenses, permits and certificates of occupancy issued by governmental authorities relating solely to the use, maintenance, occupancy and/or operation of the Real Property, (g) any presently effective and assignable warranties and guaranties issued solely with respect to the Real Property, the Service Contracts and the Personal Property, and (h) the Books and Records (as defined below).

1.1.7 "Intentionally Omitted.

1.1.8 "Personal Property" means, to the extent any such items exist, any apparatus, furniture, appliances, building supplies, equipment, machinery and other tangible items of personal property owned by Property Owner and presently affixed, attached to, placed or situated upon the Real Property and used exclusively in connection with the ownership, operation and occupancy of the Real Property. Personal Property does not include any items of personal property leased to Property Owner or otherwise owned by third parties, or any of the Excluded Property referred to in Section 2.2 below.

1.1.9 "Real Property" means collectively the Land, the Improvements and the Appurtenances.

1.1.10 "Intentionally Omitted.

1.1.11 Intentionally Omitted

1.1.12 "Books and Records" means all site and as built plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans, landscape plans and other plans, diagrams or studies of any kind, if any, now in the possession or reasonable control of Property Owner or Property Owner's Property Manager which relate to the Land, the Improvements or the Personal Property, and all of Property Owner's right, title and interest in and to operating manuals, marketing brochures, market studies, tenant data sheets and other books, records and materials of any

2

kind now in the possession or reasonable control of Property Owner or Property Owner's Property Manager and required in connection with the continuing ownership, operation and management of the Improvements, and all financial and accounting records of the Property Owner for all periods from and after August 1, 2005.

1.2 "Final Approval Date" means the Effective Date.

1.3 "Title Objection Deadline" means 5:00 p.m., Kansas City, Missouri time (it being agreed that all times in this Agreement shall be deemed to refer to Kansas City, Missouri time) on the later to occur of (i) the Effective date and
(ii) the fifth (5th) Business day after CBL/OP's receipt of all of the Title Documents.

1.4 "Closing Date" means the (A) date that is the earlier of: (i) three (3) business days after the conditions set forth in Sections 5.2.11 and 5.3.7 of the Oak Park Contract and the Eastland Contract have been satisfied pursuant to their terms, and (ii) November 30, 2005, or (B) any earlier date upon which Property Owner and CBL/OP mutually agree.

1.5 "Title Company" means Fidelity National Title Insurance Company whose address is:

1800 Parkway Place
Two Parkway Center, Suite 700 Atlanta, Georgia 30067
Attention: Linda R. Thurman Telephone: (770) 850-9600 Facsimile: (770) 850-8222

1.6 "CBL/OP's Address" means:

CBL & Associates Limited Partnership c/o CBL and Associates Properties, Inc. 2030 Hamilton Place Boulevard CBL Center, Suite 500
Chattanooga, Tennessee 37421-6000 Attention: Jay Wiseman
Facsimile: (423) 490-8626

With a copy to:

Shumacker Witt Gaither & Whitaker, P.C.

2030 Hamilton Place Boulevard

CBL Center, Suite 210
Chattanooga, Tennessee 37421 Attention: Ralph M. Killebrew, Jr.

Telephone: (423) 425-7209

Facsimile: (423) 899-1278

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and to

Morrison & Foerster LLP
1290 Avenue of the Americas New York, New York 10104-0185 Attention: Yaacov M. Gross Telephone: (212) 468-8012 Facsimile: (212) 468-7900

1.7 "Property Owner's Address" means:

BMJ Medical, LLC
c/o Copaken, White & Blitt 8900 State Line Rd., Suite 333 Leawood, Kansas 66206
Attention: Keith Copaken
Facsimile: (913) 381-5624 Telephone No.: (913) 381-3840

With a copy to:

Lewis, Rice & Fingersh
1010 Walnut, Suite 500
Kansas City, Missouri 64106 Attention: Peter DiGiovanni Facsimile: (816) 460-6504 Telephone No.: (816) 472-2504

1.8 "Property Owner's Property Manager" means Copaken, White & Blitt, LLC whose address is 8900 State Line Rd., Suite 333, Leawood, Ks. 66206.

1.9 "Official Records" means the Official Records of the Register of Deeds for McLean County, Illinois.

1.10  Intentionally Omitted

1.11  "Purchase Price " means the sum of $751,650.00.

1.12   "Escrow  Agent"  means  Fidelity  National  Title  Insurance  Company
of  New York,  having  its  office at 1800 Parkway Place, Two Parkway Center,

Suite 700, Atlanta, Georgia 30067; Attention: Linda Thurman.

1.13 "Other Mall Contributors" means those parties identified and defined as "Contributors" in the Oak Park Contract and the Eastland Contract.

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ARTICLE II
PURCHASE AND SALE

2.1 Agreement. In consideration of the mutual agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Property Owner agrees to sell the Property to CBL/OP, and CBL/OP agrees to purchase the Property, for the Purchase Price and upon the terms and conditions set forth in this Agreement.

2.2 Excluded Property. Notwithstanding anything to the contrary contained in this Agreement, the term "Property" shall not include any of the following items, all of which are excluded from the transfer by Property Owner to CBL/OP hereunder: (a) all cash on hand, , checks, money orders or accounts receivable,
(b) any operating accounts, replacement or reserve accounts or other accounts maintained by or on behalf of Property Owner or Property Owner's affiliates with respect to the Property, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or other security deposits or any bonds posted by or on behalf of Property Owner with any governmental authorities, utilities or other parties, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (d) Intentionally Omitted; (e) subject to Article XI below, any claims under Property Owner's insurance policies; (f) Intentionally Omitted; (g) any judgments which have been entered in favor of Property Owner as of the Effective Date for Delinquent Rentals; (h) the Excluded Documents; and (i) Property Owner's accounting software, provided however, that if such software is subject to a license that prohibits its commercial transfer, Property Owner shall, for up to ninety (90) days following the Closing Date, reasonably assist CBL OP in reviewing and copying, at CBL/OP's expense (by hard copy as well as electronically) all Books and Records provided to CBL OP hereunder in electronic form and to the transfer of such electronic Books and Records to CBL OP's accounting and property management systems.
2.3 Other Mall Contribution Agreements.

2.3.1 Definitions of other Malls and Purchase Agreements. For purposes hereof,
(i) "Oak Park Contract" shall mean that certain Contribution Agreement of even date herewith by and between Oak Park Investment, L.P., a Delaware limited partnership ("Oak Park Property Owner"), and its partners, as contributors, and CBL/OP, with respect to the property commonly known as Oak Park Mall, Overland Park, Kansas, herein "Oak Park Mall"; (ii) "Eastland Contract" shall mean that certain Contribution Agreement of even date herewith by and between B-M-J Development, Limited Partnership, a Delaware limited partnership ("Eastland Property Owner"), and its partners, as contributors, and CBL/OP, with respect to the property commonly known as Eastland Mall, Bloomington, Illinois, herein "Eastland Mall."; and (iii) "Hickory Point Contract" shall mean that certain Purchase and Sale Agreement of even date herewith by and between HP-SP Associates, L.L.C., a Delaware limited partnership, and Hickory Point Mall, Limited Partnership, a Delaware limited partnership (collectively, "Hickory Point Property Owner"), as seller, and CBL/OP, as buyer, with respect to the property commonly known as Hickory Point Mall, Forsyth, Illinois, herein "Hickory Point Mall." The Oak Park Contract, Hickory Point Contract and the Eastland Contract are sometimes collectively referred to herein as the "Other Mall Contracts," and Oak Park Mall, Hickory Point Mall and Eastland Mall are sometimes collectively referred to herein as the "Other Malls."

5

2.3.2 Other Mall Contracts; Cross Default; Cross Termination. (A) Any default or material breach of a representation or warranty by the property owner and/or contributors under either of the Other Mall Contracts shall constitute a default of Property Owner under this Agreement, and any proper termination prior to Closing by CBL/OP of either of the Other Mall Contracts as a result of a default or material breach of a representation or warranty by the property owner and/or contributors thereunder, shall constitute CBL/OP's proper election to terminate this Agreement and recover the Letter of Credit or Deposit paid by CBL/OP under the Other Mall Contracts, as applicable; and (B) any default or material breach of a representation or warranty by CBL/OP under either of the Other Mall Contracts shall constitute a default of CBL/OP under this Agreement, and any proper termination prior to Closing by the property owner of either of the Other Mall Contracts as a result of a default or material breach of a representation or warranty by CBL/OP thereunder, shall constitute Property Owner's proper election to terminate this Agreement that entitles Oak Park Property Owner to draw on the Letter of Credit and receive payment of the Deposit.

ARTICLE III
PURCHASE PRICE

3.1 Purchase Price. Subject to the terms of this Agreement, the Purchase Price to be received by Property Owner for the sale of the Property to CBL/OP shall be $751,650.00, payable by wire transfer of immediately available funds at the Closing.

3.2 Intentionally Omitted

3.3 Intentionally Omitted

3.4 Intentionally Omitted

3.5 Intentionally Omitted

3.6 Intentionally Omitted

3.7 Purchase Price Payment. CBL/OP shall deposit the Purchase Price into Escrow no later than the Business Day immediately preceding the Closing Date in sufficient time such that the Closing may occur and Escrow Holder will be able to deliver good funds to Property Owner no later than 1:00 p.m. on the Closing Date.

ARTICLE IV
INSPECTION AND TITLE REVIEW

4.1 CBL/OP's Inspections.

4.1.1 Inspections, Tests and Studies. CBL/OP acknowledges that prior to the Final Approval Date, CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives have been afforded access to the Real Property to inspect and conduct such tests and studies of the Real Property as CBL/OP has deemed appropriate to determine the suitability of the Property for CBL/OP's purposes, and that CBL/OP has performed all such investigations as CBL/OP deems

6

necessary. CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives may continue to have reasonable access to the Real Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary non-invasive tests and studies of the Real Property and the Improvements, but notwithstanding anything to the contrary contained in this Agreement, CBL/OP shall have no right to terminate this Agreement by reason of any matter revealed by any such entry, inspection, tests and studies. CBL/OP shall not conduct any invasive inspections, tests or studies of the Real Property without the specific prior written approval of Property Owner, which approval shall not be unreasonably withheld by Property Owner. If CBL/OP desires access to the Real Property, CBL/OP shall give at least 24 hours prior written or oral notice to Property Owner and Property Owner's Property Manager of CBL/OP's intention to enter the Real Property. Property Owner may impose reasonable conditions on any inspections, tests and studies to be conducted by CBL/OP or CBL/OP's authorized agents, consultants, contractors and representatives to ensure that CBL/OP takes all appropriate safety precautions and observes the requirements of Section 4.4 below. At Property Owner's option, a representative of Property Owner may be present for any such inspection, test or study. CBL/OP shall bear the cost of all inspections, tests and studies conducted by or on behalf of CBL/OP.

4.1.2 CBL/OP's Delivery of Information to Property Owner. Upon Property Owner's request, CBL/OP agrees to deliver to Property Owner, promptly following the receipt thereof by CBL/OP and at no cost to Property Owner, copies of any and all reports, tests, studies and test results obtained by CBL/OP from independent third parties by or on behalf of CBL/OP with respect to the Property before or after the execution and delivery of this Agreement, including those involving the structural, geologic, environmental or other condition of the Property or otherwise relating to the Property (collectively, "CBL/OP's Information"). Property Owner hereby acknowledges that CBL/OP has not made and does not make any warranty or representation regarding the truth or accuracy of any CBL/OP's Information, and Property Owner shall not have the right to rely on the same unless it obtains the written permission to do so from the preparer thereof. Nothing contained in this Section 4.1.2 shall be deemed to obligate CBL/OP to deliver to Property Owner any CBL/OP's Information which CBL/OP obtains following the Closing.

4.1.3 Tenant and Governmental Authority Inquiries. Subject to the provisions of this Section and Section 4.4 below, CBL/OP shall have the right, as part of CBL/OP's due diligence investigation, Property Owner's Property Manager and governmental authorities about various aspects of the Property. CBL/OP shall provide Property Owner with at least 24 hours prior written or oral notice of each such inquiry, contact, interview and meeting and Property Owner shall have the right to have a representative of Property Owner present and otherwise participate in all such inquiries, contacts, interviews and meetings. Property Owner shall not be liable or bound in any manner by any oral or written statements, representations or information provided by Property Owner's Property Manager, any governmental authority or any of such parties' personnel, employees or contractors (including any on site building manager or building engineer).

4.2 Document Review.

4.2.1 Property Records. Following the Effective Date, Property Owner shall make available to CBL/OP either at the Real Property or at Property Owner's and

7

Property Owner's Property Manager's offices in Leawood, Kansas, copies of those documents and property records relating solely to the Property, other than the Excluded Documents, which are within the possession of Property Owner or Property Owner's affiliates and advisors. Following the Effective Date, Property Owner shall direct Property Owner's Property Manager to make available to CBL/OP at the Property Manager's office, or at the on-site management office at the Real Property, all of those documents and property records relating solely to the Property, other than the Excluded Documents, which are in the possession of Property Owner's Property Manager. All of such documents, reports, tests, studies and property records delivered to, made available to, copied and/or reviewed by or on behalf of CBL/OP in connection with the Property (whether before or after the Effective Date and specifically including all Service Contracts), other than the Excluded Documents, are sometimes referred to collectively herein as the "Property Records."

4.2.2 Excluded Documents. As used herein, "Excluded Documents" shall mean (a) any purchase and escrow agreements and correspondence pertaining to Property Owner's acquisition of the Property (other than documents pertaining to the physical or environmental condition of the Real Property), (b) any documents pertaining to the potential acquisition of the Property by any past or prospective purchasers (other than documents relating to the physical or environmental condition of the Real Property), (c) any third party purchase inquiries and correspondence, appraisals or economic evaluations of the Property, (d) Property Owner's organizational documents and records, internal budgets, financial projections, reports or correspondence prepared by Property Owner or by Property Owner's advisor exclusively for Property Owner or Property Owner's constituent principals and any other internal documents (other than documents relating to the physical, financial or environmental condition of the Real Property), (e) any personnel records and files maintained by or on behalf of Property Owner with respect to individuals, if any, employed at or in connection with the Real Property which Property Owner is obligated by law or otherwise to keep confidential, and (f) any documents or materials which are the subject of a confidentiality obligation. If any document or material subject to a confidentiality obligation will be binding on CBL/OP after the Closing, Property Owner shall use its best efforts to obtain any required consents to disclose the same to CBL/OP and will notify CBL/OP if there are any such documents or materials for which it has not been able to obtain such consent. Notwithstanding anything in this Section 4.2 to the contrary, Property Owner shall have no obligation to make available to CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives, and CBL/OP and CBL/OP's authorized agents and representatives shall have no right to inspect or make copies of, any of the Excluded Documents.

4.2.3 Proprietary Information. CBL/OP acknowledges and agrees that the Property Records are proprietary and confidential in nature and have been or will be made available to CBL/OP solely to assist CBL/OP in determining the feasibility of purchasing the Property. CBL/OP agrees, prior to the Closing, not to disclose the Property Records, any of the CBL/OP's Information, or any analyses, compilations, studies or other documents or records prepared by or on behalf of CBL/OP from any of the Property Records or the CBL/OP's Information (collectively, the "Proprietary Information") to any party outside of CBL/OP's organization except (a) as necessary to CBL/OP's agents, consultants, contractors, representatives, attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors (collectively, the "Permitted

8

Outside Parties"), or (b) as may be required by any law applicable to CBL/OP. CBL/OP further agrees to notify all Permitted Outside Parties that, prior to the Closing, the Proprietary Information is to be kept confidential and not disclosed to third parties. In permitting CBL/OP and the Permitted Outside Parties to review the Property Records to assist CBL/OP, Property Owner has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either expressed or implied, have been offered, intended or created by Property Owner and any such claims are expressly rejected by Property Owner and waived by CBL/OP.

4.2.4 Return of Property Records. At such time as this Agreement is terminated for any reason, CBL/OP shall return to Property Owner the copies of all of the Property Records delivered to CBL/OP by or on behalf of Property Owner, and CBL/OP shall destroy, and instruct all Permitted Outside Parties in writing to destroy, any and all copies CBL/OP or the Permitted Outside Parties have made of the Property Records.

4.2.5 No Representation or Warranty By Property Owner. CBL/OP acknowledges that many of the Property Records were prepared by third parties other than Property Owner. CBL/OP further acknowledges and agrees that, except as expressly set forth in this Agreement, (a) neither Property Owner nor any of Property Owner's respective agents, advisors, employees or contractors has made any warranty or representation regarding the truth, accuracy or completeness of the Property Records, (b) Property Owner expressly disclaims any such representation or warranty, and (c) Property Owner has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Records and Property Owner is providing the Property Records or making the Property Records available to CBL/OP solely as an accommodation to CBL/OP.

4.2.6 Remedies. In addition to any other remedies available to Property Owner, Property Owner shall have the right to seek equitable relief (including specific performance and injunctive relief) against CBL/OP and CBL/OP's agents, consultants, contractors and representatives to enforce the provisions of
Section 4.2.3 and Section 4.2.4.

4.3 Title.

4.3.1 Title Documents. Prior to the execution and delivery of this Agreement, CBL/OP received copies of the following items (collectively, the "Title Documents"): (a) that certain Title Commitment No. 1606000261776 issued effective August 9, 2005 by Chicago Title Insurance Company, as agent for the Title Company with respect to the Real Property (the "Title Commitment"); (b) all documents referred to in the Schedule B exceptions shown on the Title Commitment; (c) Eastland Shopping Center, Bloomington, Illinois, prepared by Farnsworth Group as Project No. 105637, certified by Brian R. Myers, PLS No.3032, on September 7, 2005 (the "ALTA Survey"); and (d) an update and/or modification and recertification of the ALTA Survey which has been ordered by CBL/OP, at CBL/OP's sole cost and expense(the "Updated Survey"). CBL/OP shall promptly request and deliver to the Title Company the Updated Survey in sufficient time prior to the Title Objection Deadline so that any title exception for discrepancies, conflicts in boundary lines, shortages in area, encroachments, easements or claims of easements and other matters which would be disclosed by a physical inspection of the Real Property, the ALTA Survey or by the Updated Survey (collectively, "Survey Exceptions") shall be addressed as Title Objections pursuant to Section 4.3.2 below.

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4.3.2 Review of Title. All matters shown in the Title Documents which are not objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations").

4.3.3 Additional Title Objections. CBL/OP shall have the right to object to any new title exceptions (other than Permitted Exceptions as defined in Section 4.3.7 below) first raised by the Title Company in any modification, update, recertification or amendment to the Title Commitment which is issued after the Effective Date of this Agreement by giving written notice ("CBL/OP's Additional Title Objection Notice") to Property Owner within 5 days after CBL/OP's receipt of any such modification, update, recertification or amendment, but in any event no later than the Closing Date. If CBL/OP timely delivers CBL/OP's Additional Title Objection Notice to Property Owner specifying CBL/OP's objection to any new title exception first raised in a modification, update, recertification or

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amendment to the Title Commitment which is issued after the Effective Date of this Agreement (each an "Additional Title Objection" and collectively the "Additional Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to attempt to remove from the Title Commitment or otherwise insure (at Property Owner's expense) against some or all of such Additional Title Objections set forth in any CBL/OP's Additional Title Objection Notice. If Property Owner does not notify CBL/OP in writing within 5 days after Property Owner's receipt of CBL/OP's Additional Title Objection Notice (but in any event prior to the Closing Date) that Property Owner is willing to so remove or otherwise insure against any Additional Title Objections, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or otherwise insure against such Additional Title Objections. If Property Owner does notify CBL/OP that Property Owner is willing to remove or otherwise insure against any Additional Title Objections and thereafter Property Owner is unable to remove or otherwise insure against any Additional Title Objections as indicated in Property Owner's notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Additional Title Objection and proceed with the Closing or terminate this Agreement. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Additional Title Objection, CBL/OP shall be entitled to terminate this Agreement by delivering within 10 days after the CBL/OP's Additional Title Objection Notice written notice to Property Owner and Escrow Holder terminating this Agreement. CBL/OP's failure to deliver such written notice electing to terminate this Agreement to Property Owner and Escrow Holder within such 10 day period shall be deemed CBL/OP's waiver of the particular Additional Title Objection which Property Owner is unable or unwilling to remove from the Title Policy or otherwise insure against. If this Agreement is terminated on or before the Closing Date by reason of an Additional Title Objection, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP (including all interest which has accrued thereon while the Deposit was held by Escrow Holder, but not any interest which has accrued thereon while held by Property Owner) and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. Notwithstanding anything herein to the contrary, if CBL/OP's right to terminate this Agreement pursuant to the foregoing provisions of this Section 4.3.3 has not expired prior thereto, it shall expire upon the Closing Date. If CBL/OP is first notified of any new title exception (other than Permitted Exceptions) less than 15 days prior to the Closing Date, the Closing shall be extended until 5 days after the disposition of such new title exception is determined pursuant to this Section 4.3.3.

4.3.4 Voluntary Title Encumbrances. As used herein "Voluntary Title Encumbrances" means liens or encumbrances against the Property that are created by Property Owner or which result from Property Owner's failure to pay for an obligation of Property Owner after the Effective Date and that can be removed or insured against solely by the payment of a liquidated sum of money; provided, however, that the term "Voluntary Title Encumbrances" as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) Intentionally Omitted; (c) Intentionally Ommited; (d) any liens or encumbrances against the Property that are approved by CBL/OP or deemed approved by CBL/OP in accordance with the provisions of this Agreement; or (e) Intentionally Omitted. Notwithstanding anything to the contrary contained in Section 4.3.2 or Section 4.3.3 above, Property Owner shall remove from the Title Policy or otherwise insure against all Voluntary Title Encumbrances on or before the Closing. If from time to time prior to the Closing, either Property Owner or CBL/OP shall become aware of any Voluntary Title Encumbrances, then Property Owner or CBL/OP

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shall promptly notify the other party thereof, which notice shall describe in reasonable detail the Voluntary Title Encumbrance(s) at issue and Property Owner shall remove from the Title Policy or otherwise insure against all such Voluntary Title Encumbrance(s) on or prior to Closing.

4.3.5 Use of Purchase Price to Discharge Liens. At the Closing, Property Owner may, at Property Owner's option, use the proceeds of the Purchase Price to discharge any monetary lien or encumbrance which Property Owner elects to pay or discharge; provided, however, the preceding shall not be construed as obligating Property Owner to satisfy any lien or encumbrance on the Property other than Voluntary Title Encumbrances. Any lien or encumbrance or apparent lien or encumbrance appearing of record against the Property which can be discharged by the payment of money shall not be an objection to title if Property Owner, at Property Owner's sole option, shall at the Closing cause to be delivered either
(a) a duly executed and acknowledged satisfaction along with the filing fee, or
(b) a payoff letter or demand and the appropriate funds to satisfy the lien or encumbrance.

4.3.6 Title Policy. CBL/OP's obligation to consummate the transactions contemplated by this Agreement shall be subject to and conditioned upon the Title Company's willingness to issue, upon the condition of the payment of the Title Company's premium and the delivery of the documents referred to in Section 5.6 below, an ALTA Extended Coverage Owner's Policy of Title Insurance (referred to herein as the "Title Policy"), insuring CBL/OP in the amount of the Purchase Price that fee title to the Real Property is vested in CBL/OP as of the Closing, subject only to the title policy form conditions, exclusions from coverage and exceptions, and the Permitted Exceptions. Notwithstanding the immediately preceding sentence, the issuance of ALTA Extended Coverage and any title endorsements as part of the Title Policy shall not be a condition precedent to the Closing unless (a) CBL/OP has delivered to the Title Company prior to the Closing Date, any necessary modification, update or recertification of the ALTA Survey in current insurable form and otherwise satisfactory to the Title Company, (b) the Title Company confirms in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements which have been requested by CBL/OP prior to the Title Objection Deadline, and (c) CBL/OP pays for all costs of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs of any such title endorsements requested by CBL/OP (other than any endorsements Property Owner has agreed to cause to be issued pursuant to a Property Owner's Title Notice). If, prior to the Title Objection Deadline, CBL/OP has not delivered any necessary modification, update or recertification of the ALTA Survey in current insurable form satisfactory to the Title Company and the Title Company has not confirmed in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements requested by CBL/OP, then the condition in this Section 4.3.6 shall be the Title Company's willingness to issue an ALTA Standard Coverage Owner's Policy of Title Insurance (with only those endorsements the Title Company has affirmatively agreed in writing prior to the Title Objection Deadline to issue) and all references in this Agreement to the "Title Policy" shall mean and refer to such ALTA Standard Coverage Owner's Policy of Title Insurance rather than an ALTA Extended Coverage Owner's Policy of Title Insurance. In the event of any failure of the condition in this Section 4.3.6, CBL/OP shall have the right to terminate this Agreement by delivering written notice thereof to Property Owner and Escrow Holder no later than the

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Closing Date, and the failure by CBL/OP to timely deliver such notice of termination shall be deemed CBL/OP's waiver of such condition. If such termination notice is provided, Property Owner shall nonetheless have a period of 10 days after receipt of such notice to satisfy such condition (and the Closing Date shall be accordingly extended, if applicable), and if such condition is remedied within such 10 day period, the Closing shall be consummated in accordance with the provisions of this Agreement. In the event of any such termination, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. The Title Company's willingness at Closing to issue the Title Policy to CBL/OP shall only be a condition to CBL/OP's obligations and not a covenant of Property Owner.

4.3.7 Permitted Exceptions. As used in this Agreement, the term "Permitted Exceptions" shall mean (a) all matters disclosed in the Title Documents and to which CBL/OP does not raise a Title Objection prior to the Title Objection Deadline, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.2 above; (b) any new title exceptions first raised by the Title Company in any modification, update, recertification or amendment to the Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.3 above; (c) Intentionally Omitted; (d) Intentionally Omitted; (e) Intentionally Omitted; (f) Intentionally Omitted; (g) Intentionally Omitted; (h) any Survey Exceptions unless objected to by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, business improvement districts or local improvement districts) for the fiscal year in which the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and all other applicable laws, ordinances and governmental regulations affecting the Property; and (k) all matters directly or indirectly caused by CBL/OP or arising through CBL/OP. Notwithstanding anything to the contrary contained in this Agreement, liens and encumbrances for the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any local improvement district levies and special assessments shall not be discharged at Closing and shall not be an objection to title (subject to the proration of the current installments thereof as provided in Section 6.2 below).

4.4 Inspection Obligations.

4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real Property and conducting any investigations, inspections, tests and studies of the Property or the Property Records prior to or following the execution and delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors and representatives shall be obligated to: (a) Intentionally Omitted; (b) not unreasonably interfere with the operation, use and maintenance of the Property or any of the construction work being performed at the Property; (c) not damage any part of the Property or any personal property; (d) not injure or otherwise cause bodily harm to Property Owner or any of Property Owner's agents, contractors and employees, or any other third party; (e) maintain commercial general liability (occurrence) insurance in terms and amounts set forth in
Section 4.4.3 covering any accident arising as a result of the presence of CBL/OP and CBL/OP's agents, consultants, contractors and representatives on the Real Property and deliver a certificate of insurance verifying such coverage to

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Property Owner prior to any entry upon the Real Property (such insurance policy maintained by or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering the indemnities herein and shall (i) name the Property Owner and Property Owner's Property Manager as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by CBL/OP hereunder shall be primary and non-contributing with any other insurance available to Property Owner"); (f) promptly pay when due the costs of all tests, investigations, studies and examinations done with regard to the Property; (g) not permit any liens to attach to the Property by reason of the exercise of CBL/OP's rights hereunder and promptly remove or cause to be removed (by bonding or otherwise) any such liens which attach to the Property;
(h) fully restore the Real Property and the Personal Property to the condition in which the same was found before any such inspections, tests or studies were undertaken; provided that CBL/OP shall have no obligation to remediate any hazardous materials on the Property except to the extent CBL/OP introduced the same onto the Property or exacerbated any pre-existing hazardous materials condition at the Property; (i) comply with the confidentiality standards set forth in Section 4.2 above; and (j) comply with the terms and provisions of
Section 4.1 above.

4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold Property Owner and Property Owner's respective agents, advisors, employees and contractors harmless from and against any and all liens, claims, losses, liabilities, damages, costs, causes of action and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of (a) CBL/OP's negligence or willful misconduct or the negligence or willful misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's investigations, inspections, tests and studies of the Property and/or the Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or representatives of the provisions of this Article IV, excluding, however, any Claims arising from the sole negligence or intentional misconduct of a person to be indemnified hereunder. Notwithstanding any provision to the contrary contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3 and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall survive the Closing or earlier termination of this Agreement.

4.4.3 CBL/OP's Insurance. CBL/OP shall deliver to Property Owner a certificate of insurance providing the following: (a) commercial general liability insurance insuring Property Owner for bodily injury, property damage and personal injury liability, each with a limit liability of $3,000,000 for each occurrence and in the aggregate, (b) in like amount covering CBL/OP's contractual liability under the aforesaid hold harmless provision, and automobile liability insurance limits for each occurrence of not less than $1,000,000 with respect to personal injury or death and $500,000 with respect to property damage, and (c) workers compensation insurance or similar insurance in form and in amounts required by law.

4.5 Intentionally omitted.

4.6 CBL/OP Deliveries Upon Termination. If this Agreement is terminated pursuant to any of the applicable terms hereof for any reason other than a default solely on the part of Property Owner, (i) the provisions of Section 4.1.2 shall survive such termination for a period of one year and (ii) CBL/OP covenants and agrees to deliver to Property Owner no later than 5 Business Days following the date of such termination the originals of all Property Records, if any, delivered to CBL/OP by or on behalf of Property Owner. In addition to any other

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remedies available to Property Owner, Property Owner shall have the right to seek equitable relief (including specific performance) against CBL/OP and CBL/OP's representatives to enforce the provisions of this Section 4.6.

4.7 Cancellation of Service Contracts. Subject to the Tenant Prospect Commission Obligations as set forth below, Property Owner shall terminate effective as of the Closing that certain leasing and management agreement dated July 1, 2000, between Property Owner and Property Owner's Property Manager (the "Property Management Agreement") and any other existing leasing listing agreement entered into by Property Owner for the Real Property. Property Owner shall give notice of cancellation of all Service Contracts except those identified on Exhibit J attached hereto, which notice of termination by Property Owner shall be effective as of the Closing and conditional upon the Closing taking place in a timely manner in accordance with this Agreement. Property Owner and CBL/OP agree as follows with respect to the cancellation fees, penalties, damages or payments, if any, required to be paid for the cancellation of any Service Contracts: (a) CBL/OP shall pay any cancellation fee, penalty, damages or payment (other than the Tenant Prospect Commission Obligations) required for the cancellation of any Service Contract (other than the Property Management Agreement or any other existing leasing listing agreement entered into by Property Owner for the Real Property) in accordance with CBL/OP's request; (b) Property Owner shall pay any cancellation fee, penalty, damages or payment required for the cancellation of the Property Management Agreement or any other existing leasing listing agreement entered into by Property Owner with respect to the Real Property, and (c) CBL/OP shall be responsible for the obligations of Property Owner pursuant to the Property Management Agreement to pay, or reimburse Property Owner for the payment of, a leasing commission to Property Owner's Property Manager if following the termination of the Property Management Agreement a lease is entered into with a party identified as a prospective tenant, and disclosed in writing to CBL/OP at least 5 days prior to the Closing Date, with whom Property Owner and/or Property Owner's Property Manager had been negotiating prior to the termination of the Property Management Agreement (the "Tenant Prospect Commission Obligations"). Notwithstanding anything to the contrary contained herein, Property Owner's cancellation of any Service Contract (other than the Property Management Agreement with Property Owner's Property Manager or any existing leasing listing agreement entered into by Property Owner for the Real Property) shall not be a condition to Closing or CBL/OP's obligations hereunder. At the Closing, Property Owner shall terminate all Service Contracts other than those identified on Exhibit J attached hereto. CBL/OP acknowledges that, notwithstanding the foregoing, Property Owner shall have no obligation to terminate and CBL/OP shall assume at Closing the Tenant Prospect Commission Obligations of Property Owner pursuant to the Property Management Agreement.

ARTICLE V
ESCROW AND CLOSING

5.1 Escrow.

5.1.1 Opening of Escrow. Property Owner and CBL/OP shall open an escrow (the "Escrow") with Escrow Agent for the consummation of the transaction contemplated by this Agreement by delivering copies of this Agreement executed by the parties to Escrow Agent at the Escrow Agent's address specified in Section 1.6 above.

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Upon receipt of this Agreement executed by the parties, Escrow Agent shall (a) execute and date the Joinder by Escrow Agent attached hereto solely in order to evidence Escrow Agent's agreement to act as Escrow Agent in accordance with the terms and provisions of this Agreement, (b) immediately notify Property Owner and CBL/OP in writing by facsimile of the date Escrow Agent has executed the attached Joinder by Escrow Agent and (c) immediately deliver to Property Owner and CBL/OP by overnight courier ink-signed originals of this Agreement fully executed in counterpart by Property Owner, CBL/OP and Escrow Agent.

5.1.2 Escrow Instructions. This Agreement, together with such supplementary or further escrow instructions as Property Owner, and CBL/OP shall provide to Escrow Agent by written agreement, shall constitute the instructions to Escrow Agent for the Escrow. Property Owner, and CBL/OP hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to close the transaction contemplated hereby. Property Owner and CBL/OP also agree to execute, if necessary, Escrow Agent's standard or pre-printed escrow instructions but only to the extent such standard or pre-printed escrow instructions are consistent with this Agreement (including Escrow Agent's duties contained herein) and are reasonably acceptable to Property Owner and CBL/OP. Any such additional or supplementary instructions and/or any pre-printed or standard instructions shall not supersede or conflict with this Agreement, and any such conflict shall be governed by the terms of this Agreement.

5.1.3 Closing. As used in this Agreement, the "Closing" shall mean the consummation of the purchase and sale transaction contemplated by this Agreement, as evidenced by the recordation of the Special Warranty Deeds in the Official Records. Each party shall timely deposit with Escrow Agent the funds, documents and supplementary written escrow instructions required by this Agreement in order to consummate the Closing of the sale and transfer of the Property in accordance with this Agreement.

5.1.4 Closing Date. The Closing shall occur through Escrow on the Closing Date. Property Owner and CBL/OP acknowledge and agree that time is expressly of the essence with respect to the Closing Date specified in Section 1.5, and except as otherwise provided in Sections 4.3.6 and Section 10.2, the failure of either party to timely perform such party's obligations by such Closing Date shall constitute a material breach of this Agreement.

5.2 Conditions Precedent to the Closing for the Benefit of CBL/OP. The Closing and CBL/OP's obligation to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent for CBL/OP's benefit set forth below in this
Section 5.2. The conditions precedent set forth below in Section 5.2.3 through
Section 5.2.12 are referred to as the "CBL/OP Closing Conditions." The CBL/OP Closing Conditions must be satisfied or waived no later than the Closing Date.

5.2.1 Intentionally omitted.

5.2.2 Intentionally omitted.

5.2.3 Property Owner's Deliveries. On or before the Closing Date, Property Owner shall have delivered to Escrow Agent the documents described in
Section 5.4 below.

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5.2.4 Representations and Warranties. All representations and warranties of Property Owner contained in Section 7.1 of this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date with the same effect as if those representations and warranties were made at and as of the Closing Date and Property Owner shall have delivered to CBL/OP a certificate, dated as of the Closing Date, confirming (without material exception or qualification) that all of the representations and warranties of Property Owner contained in this Agreement, are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (the "Property Owner's Closing Certificate"). If the Property Owner's Closing Certificate shall contain any material exception or qualification, then this condition shall not be deemed satisfied to such effect. Notwithstanding the foregoing, it is agreed that any change in the physical condition of the Real Property after the Final Approval Date shall not constitute material exceptions or qualifications for the purposes of this condition. Nothing set forth in this
Section shall be deemed to modify the provisions of Article XI.

5.2.5 Covenants. As of the Closing Date, Property Owner shall have performed all material covenants and/or agreements to be performed by Property Owner under this Agreement and Property Owner shall not be in material default in the performance of any material covenant or agreement to be performed by Property Owner under this Agreement.

5.2.6 Intentionally Omitted

5.2.7 Condemnation or Casualty. CBL/OP shall not have terminated this Agreement by reason of the condemnation of a Material Portion of the Property in accordance with Section 11.1 below and CBL/OP shall not have terminated this Agreement by reason of Material Damage to the Real Property in accordance with
Section 11.3 below.

5.2.8 Title Policy. As of the Closing Date, the Title Company shall have issued or irrevocably committed to issue the Title Policy to CBL/OP as provided in
Section 4.3.6 above.

5.2.9 Intentionally Omitted.

5.2.10 Intentionally Omitted.

5.2.11 Intentionally Omitted.

5.2.12 Simultaneous Closings Under Other Mall Contracts. The transactions contemplated under the Other Mall Contracts shall close simultaneously with the Closing hereunder, except this shall not be a CBL/OP Closing Condition if the closing under the Other Mall Contracts shall fail to occur by reason of the default of CBL/OP, and in such case, the provisions of Section 2.3.2 shall apply.

CBL/OP shall not willfully or in bad faith act or willfully or in bad faith fail to act for the purpose of permitting any CBL/OP Closing Condition to fail. In the event any of the foregoing CBL/OP Closing Conditions are not satisfied (or otherwise waived by CBL/OP) on the Closing Date for any reason other than a default by Property Owner or CBL/OP hereunder, and such failure of condition is not remedied within 10 days after notice to Property Owner of such failure of condition, this Agreement shall terminate, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall

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have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing Condition is also a default by Property Owner, the provisions of Section 10.2 shall govern; and in the event the failure of any CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section 10.1 shall govern. CBL/OP shall at all times prior to the termination of this Agreement have the right to waive any of the CBL/OP Closing Conditions. Except for those deemed waivers due to CBL/OP's failure to timely deliver a notice of objection or termination, any such waiver shall be in writing. Furthermore, the election by CBL/OP to proceed with the Closing and the disbursement of the Purchase Price shall be deemed CBL/OP's waiver of any CBL/OP Closing Condition to the extent any such CBL/OP Closing Condition has not been previously satisfied or waived.

5.3 Conditions Precedent to the Closing for the Benefit of Property Owner. The Closing and Property Owner's obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver by the respective dates designated below of the following conditions precedent for Property Owner's benefit set forth below in this
Section 5.3. The conditions precedent set forth below in this Section 5.3 are referred to collectively as the "Property Owner's Conditions Precedent" and individually as a "Property Owner's Condition Precedent."

5.3.1 CBL/OP's Deliveries. On or before the Closing Date, CBL/OP shall have delivered to Escrow Agent all of the funds and documents as provided in Section
Section 3.7 and in Section 5.6 of this Agreement.

5.3.2 Intentionally omitted.

5.3.3 Covenants. As of the Closing Date, CBL/OP shall have performed all material covenants and/or agreements to be performed by CBL/OP under this Agreement and CBL/OP shall not be in default in the performance of any material covenant or agreement to be performed by CBL/OP under this Agreement.

5.3.4 Title Policy. As of the Closing Date, the Title Company shall have issued or irrevocably committed to issue the Title Policy to CBL/OP and/or CBL/OP, subject to the limitations provided in Section 4.3.6 above.

5.3.5 Representations and Warranties. All representations and warranties of CBL/OP contained in Section 7.6 of this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date with the same effect as if those representations and warranties were made at and as of the Closing Date and CBL/OP shall have delivered to Property Owner a certificate, dated as of the Closing Date, confirming (without material exception or qualification) that all of the representations and warranties of CBL/OP contained in this Agreement, are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (the "CBL/OP Closing Certificate"). If the CBL/OP Closing Certificate shall contain any material exception or qualification, then this condition shall not be deemed satisfied to such effect.

5.3.6 Intentionally Omitted.

5.3.7 Intentionally Omitted .

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5.3.8 Simultaneous Closings Under Other Mall Contracts. The transactions contemplated under the Other Mall Contracts shall close simultaneously with the Closing hereunder, except this shall not be a Property Owner Closing Condition if the closing under the Other Mall Contracts shall fail to occur by reason of the default of Property Owner or the contributors thereunder, and in such case, the provisions of Section 2.3.2 shall apply.

Property Owner shall not willfully or in bad faith act or willfully or in bad faith fail to act for the purpose of permitting any Property Owner Condition Precedent to fail. In the event any of the foregoing Property Owner Conditions Precedent are not satisfied (or otherwise waived by Property Owner) by the respective dates designated above in this Section 5.3 for any reason other than a default by CBL/OP or Property Owner hereunder, this Agreement shall terminate, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing Condition is also a default by Property Owner, the provisions of Section 10.2 shall govern; and in the event the failure of any CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section 10.1 shall govern. Property Owner shall at all times prior to the termination of this Agreement have the right to waive any of the Property Owner Conditions Precedent. Any such waiver shall be in writing; provided, however, the election by Property Owner to proceed with the Closing and the recording of the Special Warranty Deed shall be deemed Property Owner's waiver of any Property Owner Condition Precedent to the extent any such Property Owner Condition Precedent has not been previously satisfied or waived.

5.4 Property Owner's Deliveries. On or prior to the Closing Date, Property Owner shall make the following deliveries to Escrow Agent:

5.4.1 Special Warranty Deed. Property Owner shall deliver a special warranty deed in the form attached as Exhibit C hereto (the "Special Warranty Deed"), executed and acknowledged by Property Owner, conveying the Real Property to CBL/OP subject to the Permitted Exceptions, to all matters of record, and to such facts as would be disclosed by an accurate survey.

5.4.2 Intentionally Omitted

5.4.3 Bill of Sale and General Assignment. Property Owner shall deliver two counterpart originals of a bill of sale and general assignment in the form attached as Exhibit E hereto (the "Bill of Sale and General Assignment"), executed by Property Owner.

5.4.4 Non-Foreign Certificate. Property Owner shall deliver two counterpart originals of a certification from Property Owner as required by the Foreign Investors Real Property Tax Act, as amended, in the form attached as Exhibit F hereto (the "FIRPTA Certificate"), executed by Property Owner.

5.4.5 Intentionally Omitted

5.4.6 Intentionally Omitted

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5.4.7 Closing Statement. Property Owner shall join with CBL/OP in delivering a Closing Statement (defined hereinafter) reflecting the consideration paid at Closing, with all adjustments as set forth herein, and all other costs of the transaction that are customarily included on closing statements in the state wherein the Property is located and pay any such net amount owing at Closing after taking into account the credits and prorations set forth on the Proration and Expense Schedule (as defined hereinafter).

5.4.8 Authority. Property Owner shall deliver evidence of the existence, organization and authority of Property Owner and of the authority of the person executing documents on behalf of Property Owner which evidence shall be subject to the reasonable approval of CBL/OP.

5.4.9 Intentionally Omitted;

5.4.10      Intentionally Omitted.

5.4.11      Intentionally Omitted

5.4.12      Intentionally Omitted.

5.4.13 Original Documents. Property Owner shall deliver to CBL/OP the original Service Contracts that CBL/OP has elected to assume pursuant to Section 4.7 above and licenses and permits, if any, assigned to CBL/OP and in the possession of Property Owner or Property Owner's agents or Property Owner's Property Manager, together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property and the Books and Records.

5.4.14 Possession. Property Owner shall deliver possession and occupancy of the Property together with any keys, electronic pass cards or devices (to the extent in Property Owner's possession or control) to all entrance doors and doors to equipment and utility rooms and vault boxes located in or related to the Property.

5.4.15 Contract Termination. Property Owner shall deliver to CBL/OP such evidence satisfactory to CBL/OP that the Property Management Agreement has been terminated, and copies of all correspondence sent and received by Property Owner relating to the termination of those Service Contract that CBL/OP has not agreed to assume.

5.4.16      Intentionally Omitted

5.4.17      Intentionally Omitted.

5.4.18      Intentionally Omitted

5.4.19      Owner's  Affidavit.  The  general  partner of the  Property  Owner

shall deliver an Owner's Affidavit which shall be substantially in the form attached hereto as Exhibit S.

5.4.20 Other Documents. Property Owner shall deliver such other documents as may be reasonably required by Escrow Agent or the Title Company (provided, however, no such

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additional document shall expand any obligation, covenant, representation or warranty of Property Owner or result in any new or additional obligation, covenant, representation or warranty of Property Owner under this Agreement beyond those expressly set forth in this Agreement).

5.5 Existing Property Owner Debt. Property Owner shall be responsible for any prepayment penalties or other prepayment amounts owing to its current lender in connection with the payment of its existing debt and described on Schedule II hereof ("Existing Property Owner Debt").

5.6 CBL/OP's Deliveries. Prior to the Closing Date, CBL/OP shall deliver to Escrow Agent the following:

5.6.1 Funds. The Purchase Price, plus all net prorations, closing costs and other funds required to be paid or provided by CBL/OP under this Agreement (all monies CBL/OP is required to deliver shall be delivered by wire transfer of immediately available funds to the account designated by Escrow Agent on the Business Day immediately preceding the Closing Date so that the Closing may occur and Escrow Agent will be able to disburse good funds to Property Owner no later than 1:00 p.m. on the Closing Date).

5.6.2 Intentionally Omitted

5.6.3 Bill of Sale and General Assignment. CBL/OP shall deliver two counterpart originals of the Bill of Sale and General Assignment, executed by CBL/OP_;

5.6.4 Closing Statement. Join with Property Owner in delivering a Closing Statement reflecting the consideration paid at Closing, with all adjustments as set forth herein, and all other costs of the transaction that are customarily included on closing statements in the state wherein the Property is located and pay any such net amount owing at Closing after taking into account the credits and prorations set forth on the Proration and Expense Schedule.

5.6.5 CBL/OP Closing Certificate. CBL/OP shall deliver to Property Owner the CBL/OP Closing Certificate.

5.6.6 Authority. Evidence of the existence, organization and authority of CBL/OP and of the authority of the persons executing documents on behalf of CBL/OP reasonably satisfactory to the Title Company.

5.6.7 Other Documents. Such other documents as may be reasonably required by Escrow Agent, Property Owner or the Title Company (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of CBL/OP or result in any new or additional obligation, covenant, representation or warranty of CBL/OP under this Agreement beyond those expressly set forth in this Agreement).

5.7 Intentionally Omitted.

5.8 Closing Costs.

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5.8.1 Property's Owner's Closing Costs. Property Owner shall pay (a) the portion of the premium for the Title Policy attributable to an ALTA Standard Coverage Title Policy (as well as any endorsements which Property Owner agrees to have issued to cure a Title Objection), (b) all legal and professional fees and fees of other consultants incurred by Property Owner, (c) Intentionally Omitted, (d) one-half of all Escrow fees and Escrow costs related to the sale of the Property to CBL/OP (as opposed to any Escrow fees and Escrow costs related to any financing obtained by CBL/OP which shall be paid by CBL/OP), (e) the payment to Property Owner's Broker as provided in Section 5.9 below, and (f) any pre-payment penalties or yield maintenance charges payable on any indebtedness of Property Owner that is not a Permitted Exception.

5.8.2 CBL/OP's Closing Costs. CBL/OP shall pay (a) the excess portion of the premium for the Title Policy attributable to an ALTA Extended Coverage Title Policy (if the Title Policy is an ALTA Extended Coverage Title Policy), (b) the cost of any endorsements to the Title Policy requested by CBL/OP (if the Title Policy includes any endorsements) other than any endorsements which Property Owner agrees to cause to be issued to cure a Title Objection, (c) any cost of obtaining the Updated Survey, (d) the county and city transfer/recording taxes, if any, assessed on the recording of the Special Warranty Deed conveying the Property to CBL/OP, (e) all legal and professional fees and fees of other consultants incurred by CBL/OP, (f) any and all Escrow fees and costs and any other costs and expenses whatsoever related to any financing obtained by CBL/OP,
(g) all recording fees and charges, (h) one-half of all Escrow fees and Escrow costs related to the sale of the Property to CBL/OP, and (i) all fees, costs, charges, points, title insurance premiums, recording fees, mortgage registration taxes for any financing obtained by CBL/OP and other costs and expenses incurred in connection with the such financing.

5.8.3 General Allocation. Any other closing costs and expenses which are not addressed in Section 5.8.1 and Section 5.8.2 above shall be allocated between CBL/OP and Property Owner in accordance with the customary practice in the jurisdiction in which the Property is located.

5.9 Real Estate Commissions. Property Owner shall be responsible for any commission, fee or other payment which may be due to Eastdil Realty Company, L.L.C., a New York limited liability company ("Property Owner's Broker") at Closing in connection with the transactions contemplated by this Agreement. Except for any commission that may be payable to Property Owner's Broker as set forth above, each party hereto hereby represents and warrants to the other party that no real estate brokerage commission is payable to any person or entity in connection with the transaction contemplated herein based upon any dealings or actions by the party making such representation. Each party further agrees to and shall indemnify, protect, defend and hold the other party harmless from and against the payment of any commission to any person or entity claiming by, through or under the indemnifying party. This indemnification shall extend to any and all claims, liabilities, costs, losses, damages, causes of action and expenses (including reasonable attorneys' fees and court costs) arising as a result of such claims and shall survive the Closing or any termination of this Agreement.

5.10 Real Estate Reporting Person. Escrow Agent is hereby designated the "real estate reporting person" for purposes of Section 6045 of Title 26 of the United

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States Code and Treasury Regulation 1.6045 4 and any settlement statement prepared by the Title Company shall so provide. Upon the Closing, CBL/OP and Property Owner shall cause Escrow Agent to file a Form 1099 information return and send the statement to each party as required under the aforementioned statute and regulation.

5.11 Post-Closing Access to Records. CBL/OP, Property Owner, and Property Owner's Property Manager shall cooperate with each other after Closing in case of either's need in response to any legal requirement, regulatory audit requirement, tax audit, tax return preparation or litigation threatened or brought against either the CBL/OP or Property Owner or other legitimate business reason, by allowing the other party and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by such party), at reasonable times to examine and make copies of any and all instruments, files and records pertaining to the Property with respect to any period of time prior to the Closing (including the Books and Records), which right shall survive Closing for a period of 7 years.

5.12 SEC Reporting Requirements. For the period commencing on the Execution Date and continuing through the first anniversary of the Closing Date, and without limitation of other document production otherwise required of Property Owner's Property Manager hereunder, Property Owner shall, or shall cause Property Owner's Property Manager to, from time to time, upon reasonable advance written notice from CBL/OP, provide CBL/OP and its representatives with (i) all financial, leasing and other information pertaining to the period of Property Owner's ownership and operation of the Property that is relevant and reasonably necessary, in the opinion of CBL/OP's outside, third party accountants (the "Accountants"), to enable CBL/OP and its Accountants to prepare financial statements and conduct audits of such financial statements in accordance with generally accepted auditing standards such that CBL/OP shall be in compliance with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05 references Rule 3-14 of Regulation S-X of the regulations of the Securities and Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the regulations of the Commission, as applicable; (b) any other rule issued by the Commission and applicable to CBL/OP; and (c) any registration statement, report or disclosure statement filed with the Commission by or on behalf of CBL/OP; and (ii) a representation letter, signed by the individual(s) responsible for Property Owner's financial reporting, in the form prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, if such representation letter is required by the Accountants to render an opinion concerning Property Owner's financial statements.

ARTICLE VI
PRORATIONS

6.1 General. The following items set forth below in this Article VI are to be adjusted and prorated between Property Owner and CBL/OP as of 12:01 a.m. on the Closing Date (the "Adjustment Time"). All prorations shall be calculated as if the Property had been sold by Property Owner to CBL/OP on the Closing Date such that CBL/OP shall be deemed to own the Property, and therefore entitled to any revenues and responsible for any expenses, for the entire day upon which the Closing occurs). Such adjustments and prorations shall be calculated on the actual days of the applicable month and all annual prorations shall be based upon a 365 day year. The net amount resulting from the prorations and

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adjustments provided for in this Article VI (along with the allocation of Closing costs in accordance with Section 5.8 above) shall be added to (if such net amount is in Property Owner's favor) or deducted from (if such net amount is in CBL/OP's favor) the amount of the Purchase Price.

6.2 Real Estate Taxes. Real estate or ad valorem real property taxes, assessments (including installments of business improvement district charges and principal and interest installments due on any local improvement district liens, if any) and personal property taxes with respect to the Property (collectively, "Real Estate Taxes") shall be prorated based upon the latest available tax bill, such that Property Owner shall be responsible for all Real Estate Taxes levied against the Property for the period prior to the Adjustment Time and CBL/OP shall be responsible for all Real Estate Taxes levied against the Property for the period from and after the Adjustment Time. If the latest available tax bill is not the bill for the current tax year, then Real Estate Taxes shall be prorated based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and CBL/OP and Property Owner shall re-prorate the Real Estate Taxes following the Closing as soon as the current tax bill or other current information becomes available. Any increase in Real Estate Taxes which is assessed following the Closing arising out of the sale of the Real Property to CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising out of any construction or improvements to the Real Property prior to or following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of the costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated in proportion to the respective shares of such Real Estate Taxes borne by Property Owner and CBL/OP hereunder. Notwithstanding any statement herein to the contrary, the parties agree that taxes shall be prorated on the basis that Property Owner is responsible for taxes and assessments relating to periods prior to the Closing and CBL/OP is responsible for taxes and assessments relating to periods from the Closing and thereafter, and the parties further agree that this tax proration shall apply regardless of whether the taxing authority assesses taxes in arrears, currently or prospectively.

6.3 Operating Expenses. As used herein, "Operating Expenses" means all fees and charges for sewer, water, electricity, heat and air-conditioning service and other utilities; common area maintenance charges; rental taxes, personal property taxes, business occupational taxes and municipal taxes other than Real Estate Taxes; landlord's contributions to merchant or project associations or to promotional funds; periodic charges payable under Service Contracts assigned to and assumed by CBL/OP; periodic fees payable under transferable licenses and permits for the operation (as opposed to the construction) of the Property; and any other costs and expenses with respect to the operation and maintenance of the Property. Subject to the provisions of Section 6.4.3 below, Operating Expenses shall be prorated as of the Adjustment Time such that Property Owner shall be responsible for all Operating Expenses attributable on an accrual basis to the period prior to the Adjustment Time and CBL/OP shall be responsible for all Operating Expenses attributable on an accrual basis to the period from and after the Adjustment Time. If invoices or bills for any of such costs and expenses are unavailable on or before the Closing Date, such costs and expenses shall be estimated and prorated at Closing based upon the latest information available (including prior bills and operating history) and a final and conclusive readjustment of any cost and expense item shall be made upon receipt of the actual invoice or bill, but in all events no later than 90 days

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following the Closing. CBL/OP shall take all steps necessary to effectuate the transfer of all utilities to CBL/OP's name as of the date of Closing, and where necessary, open a new account in CBL/OP's name and post deposits with the utility companies. CBL/OP and Property Owner's Property Manager shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. If CBL/OP and Property Owner's Property Manager are unable to obtain final meter readings as of the Closing Date from all applicable meters, such expenses shall be estimated at Closing based upon the operating history of the Property subject to the final adjustment in all events no later than 90 days following the Closing as provided above in this Section 6.3. Property Owner shall be entitled to recover any and all deposits held by any utility companies as of the date of Closing, and if any such deposits are not returned to Property Owner on or before the Closing Date and are assigned to CBL/OP, such amounts shall be credited to Property Owner's account and increase the amount of funds payable by CBL/OP at Closing.

6.4 Intentionally Omitted.

6.5 Intentionally Omitted.

6.6 Intentionally Omitted.

6.7 Intentionally Omitted.

6.8 Intentionally Omitted.

6.9 Adjustment Procedure. Not less than two Business Days prior to the Closing Date, Property Owner and CBL/OP shall agree upon a schedule of the allocation of costs and expenses to be made in accordance with Section 5.9 above and the prorations to be made in accordance with this Article VI (the "Proration and Expense Schedule"), which Proration and Expense Schedule shall be executed by Property Owner and CBL/OP, become a schedule to the closing statement described in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and utilized for purposes of making the adjustments to the Purchase Price at Closing for closing costs and prorations. As soon as practicable following the Closing (but in no event later than the first anniversary of the Closing, except that with respect to Real Estate Taxes, in no event later than fifteen (15) business days after receipt of the actual tax bill attributable for the calendar year 2005), Property Owner and CBL/OP shall reprorate the income and expenses set forth in this Article VI based upon actual bills or invoices received after the Closing (if original prorations were based upon estimates) and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as provided above in this Article VI. Any reprorated items shall be promptly paid to the party entitled thereto. Any payment by the Property Owner to CBL/OP pursuant to the preceding sentence shall be in cash. Any errors or omissions in computing adjustments at the Closing shall be promptly corrected, provided that the party seeking to correct such error or omission shall have notified the other party of such error or omission no later than the first anniversary of the Closing. The provisions of this Article VI shall survive the Closing.

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ARTICLE VII
REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Property Owner. As a material inducement to CBL/OP entering into this Agreement and consummating the transactions contemplated hereby, Property Owner hereby makes the following representations and warranties to CBL/OP as of the Effective Date, subject to the terms set forth herein and subject to the items set forth on Schedule 7.1 attached hereto and made a part hereof (the "Disclosure Schedule"):

7.1.1 Power and Authority of Property Owner. Property Owner has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Property Owner and constitutes Property Owner's legal, valid and binding obligation, enforceable in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally). The execution, delivery and performance of this Agreement has been duly and validly authorized by Property Owner. The execution, delivery and performance by Property Owner of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Property Owner is subject, (ii) violate any order, judgment or decree applicable to Property Owner, (iii) violate, conflict with, or result in a breach or default under, or cause the termination of, any term or condition of any court order, restriction, agreement, document or other instrument to which Property Owner is a party or by which Property Owner may be bound, or (iv) except as contemplated by this Agreement, result in the creation of any lien, charge or encumbrance upon the Property or any part thereof.

7.1.2 Intentionally Omitted

7.1.3 Intentionally Omitted

7.1.4 [Intentionally Omitted].

7.1.5 Deliveries at Closing. All documents to be executed by Property Owner which are to be delivered to CBL/OP at the Closing will be, duly authorized, executed, and delivered by the Property Owner, will be legal, valid, and binding obligations of Property Owner (except as limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally).

7.1.6 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by Property Owner in connection with entering into this Agreement, the instruments referenced herein, and the consummation of the transaction contemplated hereby. No consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required for Property Owner to consummate the transactions contemplated by this Agreement, or if required, such consent has been obtained.

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7.1.7 Individuals Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Property Owner have the legal power, right, and actual authority to bind Property Owner to the terms and conditions hereof and thereof.

7.1.8 Tenant Leases. There are no leases, occupancy agreements that encumber the Property.

7.1.9 Contracts. Other than those which are cancelable on 30 days' notice without payment of any fees, there are no service, supply, maintenance, repair, construction or management contracts to which Property Owner is a party relating to the Property which will be binding upon CBL/OP, or the Property following the Closing, except as disclosed by the Title Documents and except as described in Exhibit Z attached hereto.

7.1.10 Pending Actions. There is no pending (or to Property Owner's knowledge, threatened) action, suit or proceeding before any court or other governmental agency naming Property Owner as a party that arises out of Property Owner's ownership of the Property (other than any pending proceeding to contest the Real Estate Taxes assessment of the Property).

7.1.11 Governmental/Insurance Notices. Except as disclosed to CBL/OP in writing, Property Owner has not received any written notice (a) from any city, county, state or other governmental authority having jurisdiction over the Real Property stating that the Real Property is in material violation of the laws, rules or ordinances applicable to the Real Property including applicable parking ratios, which violation has not been corrected prior to the Effective Date, or (b) from Property Owner's insurance carriers regarding defects or material inadequacies of all or any part of the Real Property or use or operation thereof, which defects or inadequacies have not been corrected prior to the Effective Date.

7.1.12 Condemnation/Rezoning. Except as disclosed in the Title Documents or otherwise disclosed to CBL/OP in writing, Property Owner has not received any official notice from any governmental authority having jurisdiction over the Real Property of (a) any actual or threatened condemnation of the Property or any part thereof; or (b) any actual plan, study or effort to rezone the Real Property or to widen, modify, regrade or realign any street or highway that borders the Real Property. Except as set forth in the Property Records delivered or made available to CBL/OP as provided in Section 4.2.1 above and except as disclosed to CBL/OP in writing, Property Owner has not been served with any complaint for any pending eminent domain proceeding with respect to the Property.

7.1.13 Environmental Law Violations. Except as disclosed to CBL/OP in writing,
(a) Property Owner has not received any written notice of a material violation of any federal, state, or local laws, ordinances, rules or regulations governing the use, storage, treatment, transportation, generation or disposal of Hazardous Substances with respect to the Real Property, and (b) to Property Owner's knowledge, no person or entity has caused any Hazardous Substances to be disposed of or released at the Real Property during Property Owner's period of ownership of the Real Property, except for amounts of Hazardous Substances that may be present in the ordinary course of the shopping center/retail business conducted by Property Owner, or occupants of the Real Property or in the ordinary course of the maintenance and operation of the Real Property.

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7.1.14 Lease Brokerage. There are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments by Property Owner or its successors or assigns of any amounts for leasing activities or procuring tenants with respect to the Property including lease renewals, expansions or modifications.

7.1.15 No Violations. To Property Owner's knowledge, (i) the Property is in compliance with applicable fire, health, building, use, occupancy or zoning laws (collectively, "Laws"), including but not limited to applicable parking ratios and (ii) any work that is required by any Laws to be done upon or in connection with the Property has been done except for such work that may remain outstanding and, if unaddressed, would not have a material adverse effect on the use of the Property as currently owned and operated.

7.1.16 Intentionally Omitted.

7.1.17 Taxes. To Property Owner's Knowledge, no application or proceeding is pending seeking any increase or reduction in taxes or assessments for the Property.

7.1.18 Financial/Operating Statements. The financial statements with respect to the Property provided by Property Owner to CBL/OP (i) were materially accurate as of the date and for the period(s) presented in such statements, and (ii) accurately reflected the financial condition and results of operations of the Property as of the period(s) presented.

7.1.19 Delivery of Environmental Reports and Property Condition Reports.

(i) Property Owner has delivered to CBL/OP or made available to CBL/OP all environmental reports in the possession of Property Owner or Property Owners' Property Manager (the "Existing Environmental Reports"). With respect to any other environmental report not currently in Property Owner's possession, but previously commissioned by or for the benefit of Property Owner or any lender to Property Owner with respect to the Property or with respect to conditions that may impact the Property (the "Prior Reports"), no such Prior Report contains information which is materially inconsistent with the Existing Environmental Reports.

(ii) Property Owner has delivered to CBL/OP or made available to CBL/OP all reports in Property Owner's possession prepared within the five (5) year period prior to the Effective Date that Property Owner has caused to be prepared or that were prepared by or for any other person or entity with respect to the Property or any portion of the Property that are in the nature of engineering reports, reports of physical conditions of Improvements and/or any other reports of other conditions at, on or impacting the Property that called for or recommended repairs or capital expenditures in excess of $25,000.

7.1.20 Adjacent Property. Except for the property described in the Eastland Contract, neither Property Owner nor any partner or affiliate of Property Owner owns any interest in any real property that is adjacent to the Land or that is within a one-mile radius of the Land.

7.1.21      Employees.  Property Owner neither has, nor has ever had, any
employees.

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7.1.22      Intentionally Omitted.

7.2 Definition of Property Owner's Knowledge. For purposes of this Agreement, whenever the phrase "to the knowledge of Property Owner" or words of similar import are used, they shall be deemed to refer to the present actual (as opposed to constructive or imputed) knowledge of either Troy Marquis or Irwin Blitt, only, without any investigation or inquiry whatsoever by said individuals. CBL/OP acknowledges that the individuals named above are named solely for the purpose of defining and narrowing the scope of Property Owner's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to CBL/OP. CBL/OP covenants that CBL/OP will bring no action of any kind against such individual or any officer, director, member, partner, shareholder, agent, representative, or advisor of Property Owner in such capacity arising out of the representations and warranties made by Property Owner in this Agreement.

7.3 Survival Period. The representations and warranties of Property Owner set forth in Section 7.1 and the indemnification obligations under Section 10.4.2 shall survive until only the date which is one (1) year following the Closing (the "Expiration Date") (other than those representations and warranties set forth in Sections 7.1.1 through 7.1.7 and the indemnification obligations under
Section 10.4.2, but only to the extent the indemnification obligations cover breaches of the representation and warranties set forth in Sections 7.1.1 through 7.1.7, which shall survive until the date which is five (5) years following the Closing Date (the "Extended Expiration Date")) and shall automatically expire upon the Expiration Date (or Extended Expiration Date, as applicable) unless CBL/OP files a written claim against Property Owner with respect to any alleged breach prior to the Expiration Date (or Extended Expiration Date, as applicable) and commences suit within six (6) months following the filing of such claim (and, in the event any such suit is timely commenced by CBL/OP against Property Owner, shall survive thereafter only insofar as the subject matter of the alleged breach specified in such suit is concerned). If suit is not timely commenced by CBL/OP within the time period stated above, then Property Owner's representations and warranties and indemnifications obligations shall thereafter be void and of no force or effect.

7.4 Third Party Information. Notwithstanding anything to the contrary contained herein, and without limiting Article IX below, Property Owner shall not have any liability, obligation or responsibility of any kind to CBL/OP, any of CBL/OP's agents, members, partners, employees, representatives, related and affiliated entities, successors and assigns, or any other party claiming by, under or through CBL/OP (collectively, "CBL/OP Parties") with respect to the following: (a) the content or accuracy of any report, study, opinion or conclusion of any soils, toxic, environmental or other engineer or other person or entity who has examined the Property or any aspect thereof; (b) the content or accuracy of any information released to CBL/OP by an engineer or planner in connection with the Property; (c) the availability of building or other permits or approvals for the Property by any state or local governmental bodies with jurisdiction over the Property; (d) any of the items delivered or made available to CBL/OP pursuant to CBL/OP's review of the Property or the Property Records or the condition of the Property which have been prepared by anyone other than Property Owner (including any of the Title Documents); or (e) the content or accuracy of any other development or construction cost, projection, financial or marketing analysis given to CBL/OP by Property Owner or reviewed by CBL/OP with respect to the Property; provided that, in each case stated

29

above, to the extent that Property Owner furnished or made available any documents or materials to CBL/OP, Property Owner represents and warrants that, to Property Owner's knowledge, such documents and materials are true and correct copies of those documents and materials contained in Property Owner's files. Under no circumstances whatsoever shall information possessed by or known to any person or entity other than Property Owner (including Property Owner's consultants, attorneys, agents and advisors or their respective employees or representatives) be imputed or attributed to Property Owner.

7.5 CBL/OP's Knowledge. For purposes of this Agreement, whenever the phrase "to the knowledge of CBL/OP" or "CBL/OP has actual knowledge" or words of similar import are used, they shall be deemed to refer to the present actual (as opposed to constructive or imputed) knowledge of Stephen Lebovitz, Keith Honnold and/or Jay Wiseman without any investigation or inquiry whatsoever by said individual. Property Owner acknowledges that the individual named above is named solely for the purpose of defining and narrowing the scope of CBL/OP's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to Property Owner. Property Owner covenant that they will bring no action of any kind against such individual or any officer, director, member, partner, shareholder, agent, representative, or advisor of CBL/OP arising out of the representations and warranties made by CBL/OP in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Property Owner shall not have any liability, obligation or responsibility of any kind to CBL/OP or any other CBL/OP Party with respect to any representation or warranty contained in Section 7.1 above if, prior to the Closing, CBL/OP has actual knowledge that such representation or warranty is untrue or incorrect.

7.6 Representations and Warranties of CBL/OP. CBL/OP represents and warrants to Property Owner that upon approval of CBL/REIT's Board of Directors as described in Section 13.2 hereof, the following matters are true and correct as of the Effective Date:

7.6.1 Legal Power. CBL/OP will have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby.

7.6.2 Duly Authorized. This Agreement is, and all the documents executed by CBL/OP which are to be delivered to Property Owner at the Closing will be, duly authorized, executed, and delivered by CBL/OP, and is and will be legal, valid, and binding obligations of CBL/OP (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally).

7.6.3 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by CBL/OP in connection with entering into this Agreement and the instruments referenced herein and by the Closing all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for CBL/OP to consummate the transaction contemplated by this Agreement.

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7.6.4 Individuals Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of CBL/OP have the legal power, right, and actual authority to bind CBL/OP to the terms and conditions hereof and thereof.

ARTICLE VIII
OPERATING COVENANTS

Property Owner hereby agrees to the following covenants:

8.1 Insurance. Until the Closing, Property Owner shall keep the Property insured against fire, vandalism and other loss, damage and destruction with the same coverage, policy limits and deductible amounts as are currently maintained by Property Owner.

8.2 Operation of Property. Until the Closing, Property Owner shall operate the Property in the manner as Property Owner has previously done and Property Owner shall maintain and repair the Property through the Closing in a manner consistent with the manner in which Property Owner maintained and repaired the Property prior to the date of this Agreement, subject to the limitations on Property Owner's obligation to pay costs of repair and maintenance as set forth in Section 8.3 below.

8.3 Capital Improvements. Subject to Property Owner's obligations under Section 8.2 above, from and after the Effective Date until the Closing, Property Owner shall not undertake any capital improvements or material alterations or renovations to the Real Property (including any which are recommended in any of the Property Records delivered or made available to CBL/OP or in any of the CBL/OP's Information), except as may be required under governmental regulations, without the prior written consent of CBL/OP. To the extent Property Owner is required (whether pursuant to Section 8.2, or under governmental regulations) or Property Owner receives CBL/OP's consent, pursuant to the foregoing sentence, to undertake any capital improvements or material alterations to the Real Property, Property Owner shall not be required to pay for capital improvements or maintenance and repair expenses in excess of One Hundred Thousand Dollars ($100,000). If the aggregate amount incurred by Property Owner for capital improvements under this Section 8.3 and maintenance and repair expenses under the Section 8.2 above, exceeds One Hundred Thousand Dollars ($100,000), provided the Closing occurs, CBL/OP shall reimburse Property Owner at Closing for the amount so expended in excess of One Hundred Thousand Dollars ($100,000); provided, further, that if the total reimbursement required of CBL/OP pursuant to this provision shall exceed Nine Hundred Thousand Dollars ($900,000), CBL/OP shall have the right to terminate this Agreement by written notice to Property Owner, in which event the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP.

8.4 Leasing. From and after the Effective Date, Property Owner shall not enter into any new leases or occupancy agreements for any portion of the Property without the prior written consent of CBL/OP.

8.5 New Contracts. Except as permitted under the terms of this Agreement, Property Owner shall not enter into any new contract or other agreement affecting the Property (including but not limited to any transfer of any

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interest in the Property or placement or allowance of placement of any mortgage or lien against the Property) which would survive the Closing; provided that no consent of CBL/OP shall be required as to any proposed contract or other agreement which is entered into in the course of Property Owner's ordinary course of operating and maintaining the Property and which provides it is terminable upon 30 days (or less) notice without premium or penalty payable by CBL/OP.

8.6 Liens. From the Effective Date until Closing, except for the Permitted Exceptions, Property Owner shall not create or consent to the creation of any security interests, liens, easements or other title conditions affecting any portion of the Property, without the prior written consent of CBL/OP, which shall not be unreasonably withheld.

8.7 Intentionally Omitted

8.8 Transfers. From the Effective Date until Closing, Property Owner shall not
(i) other than due to a casualty, condemnation or as required by law, offer to sell, or sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, or (ii) list the Property or any part thereof with any broker (other than extending the existing listing with Property Owner's Broker) or otherwise offer or solicit offers for the sale or transfer of the Property to any person or entity other than the CBL/OP.

8.9 Litigation. From the Effective Date until Closing, Property Owner shall give CBL/OP prompt notice of the institution of any litigation, arbitration or other administrative proceeding of which Property Owner becomes aware involving the Property or that could impact Property Owner's interest in the Property and will allow CBL/OP, if requested by CBL/OP, to participate in any decision to settle such matters and CBL/OP shall be entitled to approve or disapprove any settlement of such matters that, in the case of any of the foregoing, may have any material adverse impact on the Property following the Closing (it being agreed that a settlement which merely requires the payment of money by Property Owner and/or its insurers, and does not impose any future obligations concerning operation of the Property will be deemed not to have a material adverse impact on the Property following the Closing).

8.10 Schedule and Exhibit Updates. Property Owner shall notify CBL/OP of (i) any circumstance known to Property Owner that would result in a change to any Schedule or Exhibit or (ii) any discovery (or remembrance) of facts which would render any Schedule or Exhibit inaccurate or incomplete within a reasonable time following Property Owner's knowledge of the occurrence of such circumstance or discovery of such facts.

8.11 Intentionally Omitted

8.12 Employees of the Property Owner. By the Closing Date, Property Owner hereby covenants to terminate all of the employees employed by the Property Owner at Property Owner's sole cost and expense; and shall pay, at Property Owner's sole cost and expense, any and all wages, severances, bonuses, retirement packages and other considerations that such terminated employees are entitled to receive.

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ARTICLE IX
"AS-IS" SALE

9.1 Disclaimer of Representations and Warranties by Property Owner. Notwithstanding anything contained in this Agreement to the contrary, except for those representations and warranties expressly made by Property Owner in
Section 7.1 above, it is understood and agreed that neither Property Owner nor any of Property Owner's respective agents, employees, contractors or representatives, nor any other person purporting to act on behalf of Property Owner, has made and is not now making, and CBL/OP has not relied upon and will not rely upon (directly or indirectly), any warranties or representations of any kind or character, express or implied, oral or written, past, present or future, with respect to the Property, including warranties or representations as to (a) matters of title, (b) environmental matters relating to the Property or any portion thereof, (c) geological conditions, including subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes, (d) whether, and to the extent to which, the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) zoning to which the Property or any portion thereof may be subject, (h) the availability of any utilities to the Property or any portion thereof including water, sewage, gas and electric, (i) usages of adjoining property, (j) access to the Property or any portion thereof, (k) the value, compliance with the plans and specifications, size, location, age, use, design, quality, descriptions, suitability, seismic or other structural integrity, operation, title to, or physical or financial condition of the improvements or any other portion of the Property, (l) any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the presence of hazardous substances in or on, under or in the vicinity of the Property, (n) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (o) the existence or non-existence of underground storage tanks, (p) any other matter affecting the stability or integrity of the Real Property, (q) the potential for further development of the Property, (r) the existence of vested land use, zoning or building entitlements affecting the Property, (s) the merchantability of the Property or fitness of the Property for any particular purpose (CBL/OP affirming that CBL/OP has not relied on the skill or judgment of Property Owner, Property Owner's Property manager, or any of their respective agents, employees, contractors or representatives to select or furnish the Property for any particular purpose, and that Property Owner does not make any warranty that the Property is fit for any particular purpose) or (t) tax consequences (including the amount, use or provisions relating to any tax credits). CBL/OP further acknowledges that any information of any type which CBL/OP has received or may receive from Property Owner or any of its agents, employees, contractors or representatives, including any environmental reports and survey, is furnished on the express condition that CBL/OP shall not rely thereon, but shall make an independent verification of the accuracy of such information, all such information being furnished without any representation or warranty whatsoever.

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9.2 Sale "As Is". CBL/OP represents and warrants that CBL/OP is a knowledgeable, experienced and sophisticated buyer of real estate and that CBL/OP has relied and shall rely solely on (a) CBL/OP's own expertise and that of CBL/OP's advisors and consultants in purchasing the Property, and (b) CBL/OP's own knowledge of the Property based on CBL/OP's investigations and inspections of the Property. CBL/OP has conducted such inspections and investigations of the Property as CBL/OP deems necessary, including the physical and environmental conditions thereof, and shall rely upon same. Upon Closing, CBL/OP shall assume the risk that adverse matters, including adverse physical and environmental conditions, may not have been revealed by CBL/OP's inspections and investigations. CBL/OP acknowledges and agrees that upon Closing, Property Owner shall convey to CBL/OP and CBL/OP shall accept the Property based on the condition of the Property being "as is, where is," with all faults and defects (latent and apparent). CBL/OP further acknowledges and agrees that there are no oral agreements, warranties or representations with respect to the Property made by any Property Owner, or any agent, employee, contractor or representative of either of them except for representations and warranties made by Property Owner in this Agreement or any document delivered at or prior to Closing pursuant hereto. The terms and conditions of Section 9.1 and this
Section 9.2 shall expressly survive the Closing, shall not merge with any Closing Documents. Property Owner is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by Property Owner's Property Manager, Property Owner's broker or any other real estate broker, or any contractor, agent, or other third person. CBL/OP acknowledges that the Purchase Price reflects the "as is" condition of the Property and any faults, liabilities, defects or other adverse matters that may be associated with the Property except for representations and warranties made by Property Owner in this Agreement or any document delivered at or prior to Closing pursuant hereto. CBL/OP has fully reviewed the disclaimers and waivers set forth in this Agreement with CBL/OP's counsel and understands the significance and effect thereof.

9.3 CBL/OP Acknowledgments. CBL/OP acknowledges and agrees that (a) to the extent required to be operative, the disclaimers of warranties contained in
Section 9.1 and Section 9.2 above are "conspicuous" disclaimers for purposes of all applicable laws and other legal requirements, and (b) the disclaimers and other agreements set forth in Section 9.1 and Section 9.2 are an integral part of this Agreement, that the Purchase Price has been adjusted to reflect the same and that Property Owner would not have agreed to consummate the transactions contemplated hereby without the disclaimers and other agreements set forth in Section 9.1 and Section 9.2 above.

9.4 CBL/OP Represented by Counsel. CBL/OP hereby represents and warrants to Property Owner that: (a) CBL/OP is not in a significantly disparate bargaining position in relation to Property Owner; (b) CBL/OP is represented by legal counsel in connection with the transaction contemplated by this Agreement; and
(c) CBL/OP is acquiring the Property for business, commercial, investment or other similar purposes.

9.5 CBL/OP's Release of Property Owner.

9.5.1 Property Owner Released From Liability. Subject to those obligations (including, without limitation, representations and warranties) of Property Owner which this Agreement specifically provides shall survive the Closing,

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CBL/OP hereby waives its and their right to recover from and fully and irrevocably releases Property Owner, Property Owner's Property Manager and Property Owner's employees, officers, directors, representatives, agents, advisors, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting on Property Owner's behalf (the "Released Parties") from any and all claims, responsibility and/or liability that CBL/OP may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to (a) the physical, environmental and structural condition (including any construction defects, errors, omissions or other conditions, latent or otherwise), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, (b) the presence of any environmental problems, or the use, presence, storage, release, discharge, or migration of Hazardous Substances on, in, under or around the Property regardless of when such Hazardous Substances were first introduced in, on or about the Property, and (c) the presence, release and/or remediation of asbestos and asbestos containing materials in, on or about the Property regardless of when such asbestos and asbestos containing materials were first introduced in, on or about the Property. Notwithstanding the foregoing, the Released Parties shall not be deemed to include contractors, subcontractors and other persons who are unaffiliated with Property Owner and who have supplied labor, materials or equipment to a work of improvement at the Real Property. This release includes claims of which CBL/OP is presently unaware or which CBL/OP does not presently suspect to exist which, if known by CBL/OP, would materially affect CBL/OP's release of the Released Parties. CBL/OP specifically waives the provision of any statute or principle of law, which provides otherwise. In this connection and to the extent permitted by law, CBL/OP agrees, represents and warrants that CBL/OP realizes and acknowledges that factual matters now unknown to CBL/OP may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and CBL/OP further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that CBL/OP nevertheless hereby intends to release, discharge and acquit Property Owner from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses.

9.5.2 Claims Under Environmental Laws. As used herein, (a) "Environmental Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource Conservation and Recovery Act (42 U.S.C. Section 6902 et seq.), as amended, or any similar federal, state or local law, ordinance, rule or regulation applicable to the Property (including any principles of common law or common law theories); and (b) "Hazardous Substances" means any hazardous, toxic or dangerous waste, substance or material, any pollutant or contaminant, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde or asbestos; and
(c) "Unknown Environmental Liabilities" means future obligations to remediate Hazardous Substances which are located on the Property prior to the Closing, whether or not such Hazardous Substance is disclosed by any of the Property Records, CBL/OP's Information or any other source prior to the Closing. Without limiting the foregoing provisions of this Article IX and notwithstanding the provisions of any Environmental Laws to the contrary, but subject to (and without waiving in any respect) the representations and warranties made by

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Property Owner in Sections 7.1.11, 7.1.13 and 7.1.19 above, (i) Unknown Environmental Liabilities relating to the Property which exist on or before the Closing shall be borne solely by CBL/OP, and (ii) Property Owner shall be deemed to be released from all Unknown Environmental Liabilities pursuant to Section 9.5.1 above. Without limiting the foregoing, but subject to (and without waiving in any respect) the representations and warranties made by Property Owner in Sections 7.1.11, 7.1.13 and 7.1.19 above, CBL/OP hereby waives and agrees not to commence any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, including a private right of action under the federal superfund laws, 42 U.S.C. Sections 9601 et seq. or any other Environmental Laws (as such laws and statutes may be amended, supplemented or replaced from time to time), directly or indirectly, against the Released Parties in connection with Unknown Environmental Liabilities or any other claims relating to Hazardous Substances at the Property or arising under Environmental Laws with respect to the Property.

                                     /s/ KLH
                                CBL/OP'S INITIALS

9.5.3 Survival. The foregoing provisions of this Article IX, including the
waivers and releases by CBL/OP, shall survive the Closing.

ARTICLE X
REMEDIES

10.1 Liquidated Damages; Property Owner's Remedies. In the event the Closing and the consummation of the transaction contemplated herein do not occur as provided herein by reason of any breach of CBL/OP, CBL/OP, and Property Owner agree that it would be impractical and extremely difficult to estimate the damages which Property Owner may suffer as a result thereof. Therefore, CBL/OP and Property Owner do hereby agree that a reasonable estimate of the total net detriment that Property Owner would suffer in the event that CBL/OP breaches this Agreement and fails to complete the purchase of the Property is and shall be, as Property Owner's sole and exclusive remedy (whether at law or in equity), and as the full, agreed and liquidated damages for such breach, the payment of the Deposit under the Other Mall Contracts (it being agreed by Property Owner that such Deposit shall be allocated among the Property Owner and the Other Mall Contributors in the manner described in the Indemnification Escrow Agreement which is attached hereto as Exhibit AA) (it being understand that there is no separate "Deposit" for this Agreement). Upon any such breach by CBL/OP, unless otherwise specified, this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder, each to the other, except for the right of Property Owner to collect and retain such liquidated damages from CBL/OP and Escrow Agent and the obligation of CBL/OP to deliver to Property Owner the delivery items pursuant to Section 4.6 above; provided, however, that this liquidated damages provision shall not limit Property Owner's right to (a) receive reimbursement for or recover damages in connection with CBL/OP's indemnity of Property Owner and/or breach of CBL/OP's obligations pursuant to Section 4.4.2 and Section 5.9 above, (b) recover attorneys' fees and court costs pursuant to Section 10.3 below, (c) injunctive relief under Section 4.2.6 above, and/or (d) pursue any and all remedies available at law or in equity in the event that following any termination of this Agreement, CBL/OP or any other CBL/OP party asserts any claims or right to

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the Property that would otherwise delay or prevent Property Owner from having clear, indefeasible and marketable title to the Property. The parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to Property Owner.

10.2 CBL/OP's Remedies. Subject to Section 10.5 below, in the event the Closing and the consummation of the transaction contemplated herein do not occur as provided herein by reason of any breach of Property Owner, then CBL/OP shall elect, as CBL/OP's sole remedy, either to: (a) terminate this Agreement by giving Property Owner timely written notice of such election prior to or upon the Closing Date, and CBL/OP shall be entitled to recover from Escrow Agent or Oak Park Property Owner, as applicable, the Letter of Credit or the Deposit, as applicable; or (b) enforce specific performance against Property Owner, in which event there shall be no reduction of the Purchase Price and CBL/OP shall not be entitled to recover any damages (whether actual, direct, indirect, consequential, punitive or otherwise) notwithstanding such failure or breach by Property Owner. Notwithstanding the foregoing, if Property Owner breaches any of Property Owner's obligations which pursuant to this Agreement are to be performed by Property Owner prior to the Closing Date, and instead of terminating this Agreement pursuant to this Section 10.2, CBL/OP proceeds with the Closing, then CBL/OP shall be deemed to have waived such default by Property Owner, provided that CBL/OP has knowledge thereof prior to Closing. CBL/OP shall be deemed to have elected to terminate this Agreement pursuant to Clause (a) hereinabove if CBL/OP fails to commence an action to assert a claim for specific performance against Property Owner on or before 30 days following the Closing Date. Notwithstanding the foregoing to the contrary, no notice of termination given by CBL/OP hereunder shall be of any force or effect if Property Owner cures the default within 5 Business Days after Property Owner's receipt of any such termination notice. If CBL/OP duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to Clause (a) hereinabove, then CBL/OP shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance or other equitable relief or to seek or recover from Property Owner any damages (including any actual direct, indirect, consequential, punitive or other damages).

10.3 Attorneys' Fees. If any action is brought by either party against the other party, relating to or arising out of this Agreement, the transaction described herein or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Agreement, the term "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostatting, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section 10.3 shall survive the Closing and any termination of this Agreement and shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

10.4 Mutual Post-Closing Indemnities.

10.4.1 Definition of Losses. For purposes of this Section, "Losses" shall mean any and all claims, actions, suits, demands, losses, damages, liabilities,

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obligations, judgments, settlements approved by the indemnifying party, awards, penalties, costs or expenses, including, without limitation, reasonable attorneys' and paralegals' fees and expenses (based on actual time spent and normal billing rates, and without giving effect to any statutory presumption of the amount of reasonable attorneys' fees that might apply) but excluding the following but only insofar as the following do not or have not resulted in actual monetary loss: any damage to reputation, mental or emotional distress or interference with business operations.

10.4.2 Property Owner's Indemnity. Subject to the limitations set forth in
Section 7.3 above and Sections 10.5 and 10.6 below, Property Owner hereby agrees to indemnify, hold harmless and defend CBL/OP and any officer, director, partner, employee and/or agent of CBL/OP from and against any and all Losses arising out of or resulting from (i) any default by Property Owner on or prior to Closing under the Service Contracts; (ii) the breach or inaccuracy of any representation or warranty made by Property Owner in this Agreement or the Closing documents delivered by Property Owner; (iii) any third party tort claim with respect to the Property that arises or arose as the result of any injury or damage occurring on or prior to Closing; (iv) the failure of Property Owner to perform any of their covenants (I) set forth in Article VIII of this Agreement,
(II) or such other covenants set forth in this Agreement that are to be performed after the Closing; or (v) any claims by Property Owner's employees, including, but not limited to, any claims related to any termination of such employees' employment and any unpaid wages, severances, bonuses, and retirement packages; provided, however, that nothing in this Section 10.4.2 shall obligate Property Owner to indemnify, hold harmless or defend CBL/OP with regard to any Losses arising from (1) any continuing condition of the Property as of the Closing Date which CBL/OP has agreed to accept in its "AS-IS, WHERE-IS" condition as of the Closing Date, or (2) any matter for which CBL/OP has agreed to release Property Owner pursuant to Section 9.5 of this Agreement, or (3) any matter described in the last sentence of Section 7.5.

10.4.3 Sources for Satisfaction of Property Owner's Indemnity. At the Closing, CBL/OP, Property Owner and the Other Mall Contributors shall establish with Escrow Agent at Closing a single escrow account (the "Indemnity Escrow Fund") for this Agreement and the Other Mall Contracts, into which $5,000,000 shall be deposited by the Property Owner and the Other Mall Contributors and held and administered by the Escrow Agent pursuant to the terms and conditions of the Indemnity Escrow Agreement as the initial source for CBL/OP's claims for indemnifications under this Agreement and under the Other Mall Contracts. The entire amount of the Indemnity Escrow Fund shall be available to satisfy claims under this Agreement or either of the Other Mall Contracts, without regard to what portion of such Indemnity Escrow Fund has been funded by Property Owner hereunder or by Other Mall Contributors. At any time prior to the "Expiration Date" specified in Section 7.3, CBL/OP shall be entitled to make a claim against the Indemnity Escrow Fund for Losses incurred by CBL/OP and for which it is entitled to be indemnified pursuant to Section 10.4.2 of this Agreement; provided however, with respect to the "Unlimited Claims" set forth in Section 10.6, CBL/OP's remedy shall not be limited to the amount of funds held of the Indemnity Escrow Fund, and CBL/OP may make a claim directly against any Property Owner for payment thereof. As of the Expiration Date, the funds remaining in the Indemnity Escrow Fund shall be disbursed in the manner described in the Indemnity Escrow Agreement, except to the extent that CBL/OP has made a claim hereunder which remains outstanding, in which case, the amount in excess of such

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claim shall be disbursed pursuant to the Indemnity Escrow Agreement, and the remaining amount, if any, shall be disbursed upon the resolution of such claim.

10.4.4 CBL/OP's Indemnity. Subject to the limitations set forth herein, CBL/OP agrees to indemnify, hold harmless and defend Property Owner and any officer, director, member, employee and/or agent of Property Owner from and against any and all costs, losses, damages and expenses, of any kind or nature whatsoever (including attorneys' fees and costs) arising out of or resulting from (i) any default by CBL/OP on or after Closing under the Service Contracts (whether or not assumed by CBL/OP), (ii) the breach or inaccuracy of any representation or warranty made by CBL/OP in this Agreement or the Closing documents delivered by CBL/OP, (iii) any third party tort claim with respect to the Property that arises or arose as the result of any injury or damage occurring after Closing,
(iv) the failure of CBL/OP to perform any of its covenants set forth in this Agreement, or (v) any other liabilities relating to the operation of the Property arising from and after Closing.

10.5 Minimum Amount Requirement for Damages. Notwithstanding anything to the contrary contained in this Agreement, if the Closing is consummated, neither party shall have any liability to the other party following the Closing with respect to any breaches of indemnification obligations under Sections 10.4.2 and 10.4.4 (nor with respect to the breach of any obligation or warranty or representation to which such indemnity applies [collectively, an "Indemnification Obligation"]), unless and until the aggregate amount of the actual general and compensatory damages suffered by the non-defaulting party by reason of any such breaches of an Indemnification Obligation, exceeds the sum of $250,000 in the aggregate of this Agreement and the Other Mall Contracts; but then in such event, the damages that the non-defaulting party may collect shall begin with and include the first dollar of such loss. Unless and until the amount of the actual damages suffered or incurred by the non-defaulting party by reason of any such breaches of Indemnification Obligations exceeds in the aggregate (under this Agreement and the Other Mall Contracts) the sum of $250,000, the non-defaulting party shall not be entitled to file an action or lawsuit or undertake any other legal proceeding against the defaulting party by reason of any such breaches of Indemnification Obligations. The provisions of this Section 10.5 shall survive the Closing. The limitations set forth in this
Section 10.5 shall not apply to breaches of any covenants (other than the Indemnification Obligations), nor apply to the prorations pursuant to Article VI.

10.6 Limitation of Property Owner's Liability. Subject to the limitations and other provisions of this Agreement, Property Owner's total liability with respect to a breach of any of Property Owner's representations or warranties contained in this Agreement or in any document or instrument executed and delivered by Property Owner at Closing or any breach of Property Owner's Indemnification Obligations (other than the representations and warranties set forth in Sections 7.1.1, 7.1.6, or 7.1.7 or the indemnification obligations under Sections 10.4.2 to the extent the same cover breaches of the representations and warranties under Sections 7.1.1, 7.1.6, or 7.1.7
[collectively, the "Unlimited Claims"]) is limited to $5,000,000 in the aggregate for all such breaches hereunder and all breaches of the comparable provisions of the Other Mall Contracts. In computing the aggregate amount of claims for the foregoing purpose, Property Owner's liability shall be in addition to the amount of any insurance proceeds and any indemnity, contribution or similar payment received by CBL/OP from any third party with respect thereto less expenses incurred by CBL/OP in collecting any such

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insurance proceeds and third party payments. The foregoing limitation on liability shall survive the Closing or any earlier termination of this Agreement and shall not diminish or otherwise affect CBL/OP's waivers and releases in Article IX of this Agreement.

10.7 Intentionally Omitted,

10.8 Limited Liability. CBL/OP hereby agrees that in no event or circumstance shall any of the members, partners, shareholders, employees, representatives, officers, directors, or agents of Property Owner or Property Owner's Property Manager have any personal liability under this Agreement, or to any of CBL/OP's creditors, or to any other party in connection with the Property. Property Owner hereby agrees that in no event or circumstance shall any of the members, partners, shareholders, employees, representatives, officers, directors, or agents of CBL/OP have any personal liability under this Agreement, or to any of Property Owner's creditors, or to any other party in connection with the Property.

Notwithstanding anything contained herein to the contrary, this Article X shall survive the Closing.

ARTICLE XI
CONDEMNATION/CASUALTY DAMAGE

11.1 Condemnation. If, prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to a "Material Portion" of the Land and Improvements (as defined below), and the same is not dismissed prior to the Closing Date, CBL/OP shall be entitled, as CBL/OP's sole remedy, to terminate this Agreement upon written notice to Property Owner (a) within 15 Business Days following notice by Property Owner to CBL/OP of such condemnation or the threatened condemnation or (b) on the Closing Date, whichever occurs first. If CBL/OP does not terminate this Agreement pursuant to the preceding sentence, CBL/OP shall be conclusively deemed to have elected to accept such condemnation and waives any right to terminate this Agreement as a result thereof. For purposes of this Section 11.1, a "Material Portion" shall mean that portion of the Land and Improvements which, if taken or condemned, would cause the Eastland Mall to be in violation of the current applicable zoning laws with regards to required number of parking spaces for the Eastland Mall. If CBL/OP elects to terminate this Agreement under this Section 11.1, Escrow Agent or Property Owner, as applicable, shall return the Deposit to the CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations. If CBL/OP waives (or is deemed to have waived) the right to terminate this Agreement as a result of such a condemnation, then despite such condemnation, Property Owner and CBL/OP shall proceed to Closing in accordance with the terms of this Agreement with no reduction in the Purchase Price, and Property Owner shall assign to CBL/OP at Closing, as part of the Intangible Property, all of Property Owner's right, title and interest in and to all proceeds resulting or to result from said condemnation and give a credit for any proceeds received prior to Closing.

11.2 Nonmaterial Condemnation. If, prior to Closing, a taking or condemnation relating to the Property has occurred, or is threatened, which is not described

40

in Section 11.1 above, the Closing shall take place as provided in this Agreement with no reduction of the Purchase Price, and Property Owner shall assign to CBL/OP at Closing, as part of the Intangible Property, all of Property Owner's right, title and interest in and to all proceeds resulting or to result from said condemnation and give a credit for any proceeds received prior to Closing.

11.3 Casualty Damage. If, prior to the Closing, any of the Improvements are damaged by fire or other casualty (collectively, "Casualty"), then: (i) the parties shall proceed to close this transaction in accordance with the terms of this Agreement; (ii) at the Closing, CBL/OP shall receive a credit against the Purchase Price in an amount equal to the deductible under Property Owner's casualty insurance policy plus the amount of any proceeds received by Property Owner prior to Closing to the extent the same exceed costs of restoration and repair expended by Property Owner; and (iii) Property Owner shall, as part of the Intangible Property, assign to CBL/OP all of Property Owner's rights in the resulting casualty insurance proceeds; provided, however, that in no event shall the sum of such credit for the deductible and the amount of the insurance proceeds assigned to CBL/OP pursuant to Clauses (ii) and (iii) hereinabove exceed the lesser of (1) the Purchase Price or (2) the cost to complete the repair of the Casualty following the Closing; provided, however, CBL/OP shall have no obligation to close with an assignment of casualty insurance proceeds unless Property Owner shall provide to CBL/OP a statement from the insurance company recognizing the casualty and the applicability of the insurance policy thereto and noting the insurance carrier's acknowledgement of the coverages set forth in the insurance policy to the particular casualty with no offsets, exclusions or denials of coverage and the assignability of the policy to the CBL/OP, and CBL/OP shall be reasonably satisfied that the insurance proceeds are adequate to restore the damage, and if Property Owner fails to provide such statement from the insurance company by the Closing Date, and Property Owner is unwilling to escrow (on terms mutually satisfactory to the parties) the amount required to restore the damage, CBL/OP may elect to terminate this Agreement, by written notice to Property Owner. If CBL/OP elects to terminate this Agreement under this Section 11.3, Escrow Agent or Oak Park Property Owner, as applicable, shall return the Letter of Credit or the Deposit, as applicable, to CBL/OP and neither party shall have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations.

ARTICLE XII
INTENTIONALLY OMITTED

ARTICLE XIII
MISCELLANEOUS

13.1 Entire Agreement. This Agreement contains the entire agreement of the parties hereto. There are no other agreements, oral or written, and this Agreement can be amended only by written agreement signed by the parties hereto, and by reference made a part hereof.

13.2 CBL/REIT Board Approval; Agreement Binding on Parties. The effectiveness of this Agreement is subject to the approval of the Board of Directors of CBL/REIT within 72 hours following execution thereof by CBL/OP. Subject only to such Board approval, this Agreement, and the terms, covenants, and conditions

41

contained herein, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. CBL/OP may assign CBL/OP's rights under this Agreement only upon the following conditions: (a) the assignee of CBL/OP must be an entity which is directly owned or controlled by CBL/OP; (b) the Deposit must have been delivered to Escrow Agent in accordance with Section 3.2.1 above; (c) CBL/OP shall remain primarily liable for the performance of CBL/OP's obligations under this Agreement; and (d) the assignee must expressly assume in writing all of CBL/OP's obligations under this Agreement, and CBL/OP shall deliver to Property Owner a copy of the fully executed written assignment and assumption agreement between CBL/OP and such assignee at or before the Closing.

13.3 Notice. Any notice, communication, request, reply or advice (collectively, "Notice") provided for or permitted by this Agreement to be made or accepted by either party must be in writing. Notice may, unless otherwise provided herein, be given or served (a) by delivering the same to such party, or an agent of such party, in person or by commercial courier, (b) by facsimile transmission, evidenced by confirmed receipt and concurrently followed by a "hard" copy of same delivered to the party by personal delivery or overnight delivery pursuant to Clauses (a) or (c) hereof, or (c) by depositing the same into custody of a nationally recognized overnight delivery service such as Federal Express, Overnight Express or Airborne Express. Notice given in any manner shall be effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. of any Business Day with delivery made after such hours to be deemed received the following Business Day. For the purposes of notice, the addresses of Property Owner, CBL/OP, Escrow Agent and the Title Company shall, until changed as hereinafter provided, be as set forth in Article I. The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least 5 days written notice to the other party.

13.4 Time of the Essence. Time is of the essence in all things pertaining to the performance of this Agreement.

13.5 Governing Law. This Agreement shall be construed in accordance with the laws of the state of Illinois.

13.6 Currency. All dollar amounts are expressed in United States currency.

13.7 Section Headings. The section and article headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof.

13.8 Business Days. If any date or any period provided for in this Agreement shall end on a Saturday, Sunday or legal holiday, the applicable date or period shall be extended to the first Business Day following such Saturday, Sunday or legal holiday.

13.9 No Recordation. Without the prior written consent of Property Owner, there shall be no recordation of either this Agreement or any memorandum hereof or any affidavit pertaining hereto, and any such recordation of this Agreement or memorandum hereof or affidavit pertaining hereto by CBL/OP without the prior

42

written consent of Property Owner shall constitute a material default hereunder by CBL/OP, whereupon this Agreement shall, at the option of Property Owner, terminate and be of no further force and effect. Upon such termination, the Letter of Credit or the Deposit, as applicable, shall be immediately delivered to Property Owner or Property Owner shall retain the Deposit, as the case may be, whereupon neither CBL/OP, Property Owner shall not have any further rights or obligations under this Agreement, except for the CBL/OP's Surviving Obligations.

13.10 Multiple Counterparts; Facsimile. This Agreement may be executed in multiple counterparts (each of which is to be deemed original for all purposes). The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon so long as such signature page is attached to any other counterpart of this Agreement identical thereto except having additional signature pages executed by the other parties to this Agreement attached thereto. CBL/OP and Property Owner agree that the delivery of an executed copy of this Agreement by facsimile shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Agreement had been delivered.

13.11 Severability. If any provision of this Agreement or application to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

13.12 Limitations on Benefits. It is the explicit intention of CBL/OP and Property Owner that no person or entity other than CBL/OP and Property Owner and their permitted successors and assigns is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, CBL/OPand Property Owner or their respective successors and assigns as permitted hereunder. Nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted, as making any third party (including Property Owner's Property Manager, Property Owner's Broker, or CBL/OP's lender) a beneficiary of any term or provision of this Agreement or any instrument or document delivered pursuant hereto, and CBL/OP and Property Owner expressly reject any such intent, construction or interpretation of this Agreement.

13.13 Interpretation. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in Article I above and have the meanings assigned to them in Article I above and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other genders; (b) references herein to "Articles," "Sections," subsections, paragraphs and other subdivisions without reference to a document are to designated Articles, Sections, subsections, paragraphs and other subdivisions of this Agreement; (c) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions; (d) the words "hereof," "herein," "thereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision; (e) the word "including" or "includes" means "including, but not limited to" or

43

"includes but is not limited to"; (f) the words "approval," "consent" and "notice" shall be deemed to be preceded by the word "written"; (g) any reference to this Agreement or any Exhibits hereto and any other instruments, documents and agreements shall include this Agreement, Exhibits and other instruments, documents and agreements as originally executed or existing and as the same may from time to time be supplemented, modified or amended; and (h) unless otherwise specifically provided, all references in this Agreement to a number of days shall mean calendar days rather than Business Days and (i) "Business Days" shall mean any day other than a Saturday, a Sunday or a Federal holiday on which banks are closed for business in New York, New York.

13.14 Further Actions. CBL/OP and Property Owner shall execute or cause to be executed all such instruments or agreements as may be reasonably necessary in order to carry out the purpose of this Agreement, and each party shall do all other acts reasonably necessary or reasonably requested by the other to carry out the intent and purpose of this Agreement.

13.15 No Other Inducements. The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

13.16 Participation in Drafting. The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Property Owner and CBL/OP each acknowledge that they participated equally in the drafting of this Agreement and, accordingly, no court construing this Agreement shall construe it more stringently against one party than any other.

13.17 Exhibits. Exhibit A through Exhibit AA and Schedules I, II, 3.3 and 7.1 are incorporated herein by reference.

13.18 No Partnership/Fiduciary Relationship. The parties acknowledge and agree that the relationship created by this Agreement between Property Owner and CBL/OP is one of contract only, and that no partnership, joint venture or other fiduciary or quasi-fiduciary relationship is intended or in any way created hereby.

13.19 Conditional Delivery. The submission by Property Owner to CBL/OP of this Agreement in unsigned form shall be deemed to be a submission solely for CBL/OP's consideration and not for acceptance and execution. Neither such submission of this Agreement by Property Owner to CBL/OP nor any course of conduct between CBL/OP and Property Owner nor any actions undertaken or sums expended by CBL/OP shall confer any option or other right upon CBL/OP or impose any obligation upon Property Owner irrespective of any reliance thereon, change of position or partial performance. The submission by Property Owner of this Agreement for execution by CBL/OP and the actual execution and delivery thereof by CBL/OP to Property Owner shall similarly have no binding force and effect on Property Owner unless and until Property Owner have executed and delivered a counterpart of this Agreement to CBL/OP and the Deposit has been actually received by Escrow Agent.

13.20 Survival. Except as expressly provided in this Agreement, the representations, warranties and covenants set forth in this Agreement shall not

44

survive the Closing and shall be merged into the Special Warranty Deed and other instruments and conveyances delivered at the Closing.

13.21 Public Disclosure. Prior to Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the form approved by CBL/OP and Property Owner and their respective counsel.

13.22 Assignment. CBL/OP shall have the right, with notice to Property Owner (but without the necessity of Property Owner's consent), to assign its right, title and interest in and to this Agreement to one or more assignees affiliated with CBL/OP at any time before the Closing Date, provided that in no event shall CBL/OP be released from any of its obligations or liabilities hereunder.

13.23 Like Kind Exchange.

(a) It is understood and agreed that Property Owner shall have the option, exercisable by giving notice to CBL/OP at any time prior to the Closing Date, of effecting a like-kind exchange of all or any portion of the Property by assigning (the "Assignment") its rights in this Agreement to a qualified intermediary (the "Intermediary") who shall contract with Property Owner to deliver to Property Owner in exchange therefor property or other consideration, at such times as shall be designated in the contract between Property Owner and the Intermediary. Upon the Assignment, the Intermediary shall be substituted for Property Owner as the seller of the property. CBL/OP agrees to accept the Property and all other required performance from the Intermediary and to render its performance of all of its obligations to the Intermediary; provided, that Property Owner shall, at the Intermediary's direction, nevertheless convey the Property to CBL/OP in accordance with (and as limited by) the terms of this Agreement.

(b) CBL/OP shall reasonably cooperate with Property Owner and execute such documents (including the Assignment) as are reasonably necessary for Property Owner to effect such exchange; provided, that (i) the CBL/OP is not required to take title to any parcel of property other than the Property, (ii) the contemplated exchange shall not delay or effect any of the time periods or other obligations of Property Owner hereunder, including, without limitation, those related to the Closing and the scheduled date for the same, and (iii) CBL/OP is not required to incur any expense or liability of any nature whatsoever not expressly contemplated by this Agreement.

(c) Notwithstanding anything herein to the contrary, Property Owner may, in its sole discretion and in connection with a tax deferred like-kind exchange contemplated hereby, require that any portion of the Purchase Price be paid in one or more purchase money notes (each, a "Note") from CBL/OP to Property Owner in a form reasonably agreed to by the parties, provided that each such Note shall bear interest at the rate of 6% per annum, be payable in one or more payments with the last occurring on January 2, 2006, and be retained by Property Owner in connection with any such exchange with the Intermediary and transferrable by Property Owner to its partners without the CBL/OP's consent. Any such Note may, at the request and expense of Property Owner, be secured by one or more stand by letter(s) of credit issued by a bank designated by Property Owner.

45

(d) Property Owner shall indemnify, defend and hold CBL/OP harmless from any liability, damage, loss, cost or other expense including, without limitation, reasonable attorneys' fees and costs, resulting or arising solely from the implementation of any such exchange or assignment. No such exchange or assignment by Property Owner shall relieve Property Owner from any of its obligations hereunder, nor shall Property Owner's ability to consummate a tax deferred exchange be a condition to the performance of Property Owner's obligations under this Agreement.

[END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES]

46

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

PROPERTY OWNER BMJ MEDICAL, LLC

By:      /s/ Irwin Blitt
      Irwin Blitt
      Manager

CBL/OP: CBL & ASSOCIATES LIMITED PARTNERSHIP
a Delaware limited partnership

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

By:     /s/ Stephen D. Lebovitz____________
     --------------------------------------
Name:            Stephen D. Lebovitz_______
      -------------------------------------
Title:                      President______
         ----------------------------------

[SIGNATURE PAGE TO
AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS]

47

PROPERTY OWNER'S PROPERTY MANAGER'S EXECUTION:

The undersigned, being Property Owner's Property Manager of the Property, as such terms are defined in this Agreement, executes this Agreement for the sole and exclusive purposes of (i) noting the undersigned's agreement to comply with any provision or term of this Agreement (A) requiring Property Owner's Property Manager to assign or transfer rights or interests to CBL/OP and execute certain documents and instruments at Closing and/or (B) requiring Property Owner's Property Manager to do any other act or thing under this Agreement or refrain from any act, with the undersigned acknowledging that it and/or its affiliate(s) and/or equity owners shall receive other consideration sufficient to provide adequate consideration to the undersigned for any transfers or assignments or such acts or agreements by Property Owner's Property Manager hereunder; (ii) noting Property Owner's Property Manager's acknowledgement that except for amounts payable by CBL/OP pursuant to Section 6.8, it has received or shall receive at Closing full and complete payment from Property Owner for any and all sums that are due and owing to Property Owner's Property Manager with respect to any aspect of the Property or its operations; (iii) noting the undersigned's waiver of any lien or right to any lien with respect to the Property for any services rendered or to be rendered by Property Owner's Property Manager or for any claim that Property Owner's Property Manager may have against the Property or Property Owner; and (iv) noting the undersigned's acknowledgement and agreement that the Management Agreement, as defined herein, shall terminate on or prior to the date of Closing. Executed to be effective as of the date first above written.

COPAKEN, WHITE & BLITT, LLC

By:      /s/ Troy Marquis_____________________________________
Name: Troy Marquis
Title: Administrative Manager

48

JOINDER BY ESCROW HOLDER

FIDELITY NATIONAL TITLE COMPANY, referred to in this Agreement as the "Escrow Holder," hereby acknowledges that on the 17th day of October, 2005, it received this Agreement executed and delivered by CBL/OP and Property Owner, and accepts the obligations of and instructions for the Escrow Holder as set forth herein. Upon receipt thereof, the Escrow Holder hereby agrees to hold and distribute the Letter of Credit or Deposit, as applicable, in accordance with the terms and provisions of this Agreement.

Dated: October 17 , 2005

FIDELITY NATIONAL TITLE COMPANY

By:           /s/ Shawn A. Tidwell_________________
         ------------------------------------------
         Name:              Shawn A. Tidwell_______
               ------------------------------------
         Title:                   Vice President___
                  ---------------------------------

49

A-1

50

TABLE OF CONTENTS

                                                                                                               Page
ARTICLE I             CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS.............................................2

ARTICLE II            CONTRIBUTION...............................................................................7

         2.1      Agreement to Contribute the LLC Interests......................................................7

         2.2      Excluded Property..............................................................................8

         2.3      Other Mall Contribution Agreements.............................................................8

                  2.3.1    Definitions of other Malls and Purchase Agreements....................................8

                  2.3.2    Other Mall Contracts; Cross Default; Cross Termination................................8

ARTICLE III           TOTAL CONSIDERATION........................................................................9

         3.1      Total Consideration............................................................................9

         3.2      K-SCUs.........................................................................................9

         3.3      Informational Materials.......................................................................10

         3.4      Registration Rights...........................................................................11

         3.5      Delivery of Deposit...........................................................................11

         3.6      Disposition of Deposit........................................................................11

         3.7      Cash Consideration Payment....................................................................11

ARTICLE IV            INSPECTION AND TITLE REVIEW...............................................................12

         4.1      CBL/OP's Inspections..........................................................................12

                  4.1.1    Inspections, Tests and Studies.......................................................12

                  4.1.2    CBL/OP's Delivery of Information to Property Owner...................................12

                  4.1.3    Tenant and Governmental Authority Inquiries..........................................12

         4.2      Document Review...............................................................................13

                  4.2.1    Property Records.....................................................................13

                  4.2.2    Excluded Documents...................................................................13

                  4.2.3    Proprietary Information..............................................................14

                  4.2.4    Return of Property Records...........................................................14

                  4.2.5    No Representation or Warranty By Property Owner......................................14

                  4.2.6    Remedies.............................................................................14

         4.3      Title.........................................................................................14

A-1

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TABLE OF CONTENTS
(continued)

                                                                                                               Page

                  4.3.1    Title Documents......................................................................14

                  4.3.2    Review of Title......................................................................15

                  4.3.3    Additional Title Objections..........................................................16

                  4.3.4    Voluntary Title Encumbrances.........................................................17

                  4.3.5    Use of Total Consideration to Discharge Liens........................................17

                  4.3.6    Title Policy.........................................................................17

                  4.3.7    Permitted Exceptions.................................................................18

         4.4      Inspection Obligations........................................................................19

                  4.4.1    CBL/OP's Responsibilities............................................................19

                  4.4.2    CBL/OP's Indemnity...................................................................20

                  4.4.3    CBL/OP's Insurance...................................................................20

         4.5      Intentionally omitted.........................................................................20

         4.6      CBL/OP Deliveries Upon Termination............................................................20

         4.7      Cancellation of Service Contracts.............................................................20

ARTICLE V             ESCROW AND CLOSING........................................................................21

         5.1      Escrow........................................................................................21

                  5.1.1    Opening of Escrow....................................................................21

                  5.1.2    Escrow Instructions..................................................................22

                  5.1.3    Closing..............................................................................22

                  5.1.4    Closing Date.........................................................................22

         5.2      Conditions Precedent to the Closing for the Benefit of CBL/OP.................................22

                  5.2.1    Intentionally omitted................................................................22

                  5.2.2    Intentionally omitted................................................................22

                  5.2.3    Property Owner's and Contributors' Deliveries........................................22

                  5.2.4    Representations and Warranties.......................................................22

                  5.2.5    Covenants............................................................................23

                  5.2.6    Tenant and Anchor Store Estoppel Certificates........................................23

                  5.2.7    Condemnation or Casualty.............................................................24

-ii-

52

TABLE OF CONTENTS
(continued)

                                                                                                      Page

         5.2.8    Title Policy.........................................................................24

         5.2.9    Lender Approval......................................................................24

         5.2.10   Company LLC Agreement................................................................24

         5.2.11   Closing Date Debt....................................................................24

         5.2.12   Simultaneous Closings Under Other Mall Contracts.....................................24

5.3      Conditions Precedent to the Closing for the Benefit of Contributors...........................25

         5.3.1    CBL/OP's Deliveries..................................................................25

         5.3.2    Intentionally omitted................................................................25

         5.3.3    Covenants............................................................................25

         5.3.4    Title Policy.........................................................................25

         5.3.5    Representations and Warranties.......................................................25

         5.3.6    Company LLC Agreement................................................................26

         5.3.7    Closing Date Debt....................................................................26

         5.3.8    Simultaneous Closings Under Other Mall Contracts.....................................26

5.4      Property Owner's/Contributors' Deliveries.....................................................26

         5.4.1    Special Warranty Deed................................................................26

         5.4.2    Tenant Lease Assignment..............................................................26

         5.4.3    Bill of Sale and General Assignment..................................................27

         5.4.4    Non-Foreign Certificate..............................................................27

         5.4.5    Tenant Notices.......................................................................27

         5.4.6    Estoppels............................................................................27

         5.4.7    Closing Statement....................................................................27

         5.4.8    Authority............................................................................27

         5.4.9    Property Manager's Estoppel..........................................................27

         5.4.10   Intentionally Omitted................................................................27

         5.4.11   Operating Agreement Assignment.......................................................27

         5.4.12   Ground Lease Assignment..............................................................28

         5.4.13   Original Documents...................................................................28

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TABLE OF CONTENTS
(continued)

                                                                                                               Page

                  5.4.14   Possession...........................................................................28

                  5.4.15   Contract Termination.................................................................28

                  5.4.16   Contributors Closing Certificate.....................................................28

                  5.4.17   Assignment of LLC Interests..........................................................28

                  5.4.18   Partnership Interest Acknowledgement.................................................28

                  5.4.19   Owner's Affidavit....................................................................28

                  5.4.20   Other Documents......................................................................28

         5.5      Existing Property Owner Debt..................................................................29

         5.6      CBL/OP's Deliveries...........................................................................29

                  5.6.1    Funds................................................................................29

                  5.6.2    Partnership Interests................................................................29

                  5.6.3    CBL/OP Partnership Agreement.........................................................29

                  5.6.4    Closing Statement....................................................................29

                  5.6.5    CBL/OP Closing Certificate...........................................................29

                  5.6.6    Authority............................................................................29

                  5.6.7    Other Documents......................................................................29
         5.7      Closing Date Debt.............................................................................29

         5.8      Closing Costs.................................................................................30

                  5.8.1    Contributors' Closing Costs..........................................................30

                  5.8.2    CBL/OP's Closing Costs...............................................................30

                  5.8.3    General Allocation...................................................................30

         5.9      Real Estate Commissions.......................................................................30

         5.10     Real Estate Reporting Person..................................................................31

         5.11     Post-Closing Access to Records................................................................31

         5.12     SEC Reporting Requirements....................................................................31

ARTICLE VI            PRORATIONS................................................................................32

         6.1      General.......................................................................................32

         6.2      Real Estate Taxes.............................................................................32

-iv-

54

TABLE OF CONTENTS
(continued)

                                                                                                               Page

         6.3      Operating Expenses............................................................................33

         6.4      Rentals.......................................................................................33

                  6.4.1    Certain Defined Terms................................................................33

                  6.4.2    General..............................................................................34

                  6.4.3    Overage Rents........................................................................34

                  6.4.4    Percentage Rentals...................................................................35

         6.5      Delinquent Rentals............................................................................36

         6.6      Security Deposits.............................................................................36

         6.7      Anchor Store Payments.........................................................................37

         6.8      Tenant Installation Expenses..................................................................38

         6.9      Adjustment Procedure..........................................................................39

         6.10     Gift Certificates.............................................................................40

         6.11      Operating Reserve............................................................................40

ARTICLE VII           REPRESENTATIONS AND WARRANTIES............................................................40

         7.1      Representations and Warranties of Property Owner and Contributors.............................40

                  7.1.1    Power and Authority of Property Owner................................................40

                  7.1.2    Power and Authority of Contributors..................................................41

                  7.1.3    Ownership of the Equity Interests....................................................41

                  7.1.4    [Intentionally Omitted]..............................................................41

                  7.1.5    Deliveries at Closing................................................................41

                  7.1.6    Requisite Action.....................................................................42

                  7.1.7    Individuals Authority................................................................42

                  7.1.8    Tenant Leases........................................................................42

                  7.1.9    Contracts............................................................................42

                  7.1.10   Pending Actions......................................................................43

                  7.1.11   Governmental/Insurance Notices.......................................................43

                  7.1.12   Condemnation/Rezoning................................................................43

                  7.1.13   Environmental Law Violations.........................................................43

-v-

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TABLE OF CONTENTS
(continued)

                                                                                                               Page

                  7.1.14   Lease Brokerage......................................................................43

                  7.1.15   No Violations........................................................................43

                  7.1.16   Operating Agreement..................................................................44

                  7.1.17   Taxes................................................................................44

                  7.1.18   Financial/Operating Statements.......................................................44

                  7.1.19   Delivery of Environmental Reports and Property Condition Reports.....................44

                  7.1.20   Adjacent Property....................................................................45

                  7.1.21   Employees............................................................................45

                  7.1.22   The Company..........................................................................45

         7.2      Definition of Property Owner's Knowledge......................................................45

         7.3      Survival Period...............................................................................46

         7.4      Third Party Information.......................................................................46

         7.5      CBL/OP's Knowledge............................................................................47

         7.6      Representations and Warranties of CBL/OP......................................................47

                  7.6.1    Legal Power..........................................................................47

                  7.6.2    Duly Authorized......................................................................47

                  7.6.3    Requisite Action.....................................................................47

                  7.6.4    Individuals Authority................................................................47

ARTICLE VIII          OPERATING COVENANTS.......................................................................48

         8.1      Insurance.....................................................................................48

         8.2      Operation of Property.........................................................................48

         8.3      Capital Improvements..........................................................................48

         8.4      Leasing.......................................................................................48

         8.5      New Contracts.................................................................................49

         8.6      Liens.........................................................................................49

         8.7      Tenant Lease Defaults; Operating Agreement Defaults...........................................49

         8.8      Transfers.....................................................................................49

-vi-

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TABLE OF CONTENTS
(continued)

                                                                                                               Page

         8.9      Litigation....................................................................................50

         8.10     Schedule and Exhibit Updates..................................................................50

         8.11     Company Assets and Liabilities................................................................50

         8.12     Employees of the Property Owner...............................................................50

ARTICLE IX            "AS-IS" SALE..............................................................................50

         9.1      Disclaimer of Representations and Warranties by Property Owner and Contributors...............50

         9.2      Sale "As Is"..................................................................................51

         9.3      CBL/OP Acknowledgments........................................................................52

         9.4      CBL/OP Represented by Counsel.................................................................52

         9.5      CBL/OP's Release of Property Owner and Contributors...........................................52

                  9.5.1    Property Owner and Contributors Released From Liability..............................52

                  9.5.2    Claims Under Environmental Laws......................................................53

                  9.5.3    Survival.............................................................................54

ARTICLE X             REMEDIES..................................................................................54

         10.1     Liquidated Damages; Property Owner's/Contributors' Remedies...................................54

         10.2     CBL/OP's Remedies.............................................................................54

         10.3     Attorneys' Fees...............................................................................55

         10.4     Mutual Post-Closing Indemnities...............................................................55

                  10.4.1   Definition of Losses.................................................................55

                  10.4.2   Contributors' Indemnity..............................................................55

                  10.4.3   Sources for Satisfaction of Contributors' Indemnity..................................56

                  10.4.4   CBL/OP's Indemnity...................................................................56

         10.5     Minimum Amount Requirement for Damages........................................................57

         10.6     Limitation of Contributors' Liability.........................................................57

         10.7     Limitation of CBL/OP's Liability..............................................................57

         10.8     Limited Liability.............................................................................58

ARTICLE XI            CONDEMNATION/CASUALTY DAMAGE..............................................................58

         11.1     Condemnation..................................................................................58

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(continued)

                                                                                                               Page

         11.2     Nonmaterial Condemnation......................................................................58

         11.3     Casualty Damage...............................................................................59

ARTICLE XII           CBL/OP'S AND ELECTING CONTRIBUTORS' POST-CLOSING COVENANTS................................60

         12.1     CBL/OP's Post-Closing Covenants...............................................................60

                  12.1.1   Electing Contributors Allocation of Portion of CBL/OP's Debt; Allocations of
                           Code Section 704(c) Tax Items; Certain Income Allocations............................60
                  12.1.2   Resale Restriction Agreement.........................................................62

                  12.1.3   Contributors' Tax Positions..........................................................63

         12.2     Contributors' Post-Closing Covenants..........................................................63

ARTICLE XIII          MISCELLANEOUS.............................................................................63

         13.1     Entire Agreement..............................................................................63

         13.2     CBL/REIT Board Approval; Agreement Binding on Parties.........................................63

         13.3     Notice........................................................................................63

         13.4     Time of the Essence...........................................................................64

         13.5     Governing Law.................................................................................64

         13.6     Currency......................................................................................64

         13.7     Section Headings..............................................................................64

         13.8     Business Days.................................................................................64

         13.9     No Recordation................................................................................64

         13.10    Multiple Counterparts; Facsimile..............................................................64

         13.11    Severability..................................................................................65

         13.12    Limitations on Benefits.......................................................................65

         13.13    Interpretation................................................................................65

         13.14    Further Actions...............................................................................65

         13.15    No Other Inducements..........................................................................66

         13.16    Participation in Drafting.....................................................................66

         13.17    Exhibits......................................................................................66

-viii-

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(continued)

                                                                                                      Page

13.18    No Partnership/Fiduciary Relationship.........................................................66

13.19    Conditional Delivery..........................................................................66

13.20    Survival......................................................................................66

13.21    Public Disclosure.............................................................................66

13.22    Appointment of Contributor Representative.....................................................66

EXHIBITS AND SCHEDULES

         Schedule I      -     Intentionally Omitted
         Schedule II     -     Existing Property Owner Debt
         Schedule 3.3    -     Intentionally Omitted
         Schedule 7.1    -     Disclosure Schedule

         Exhibit A       -     Legal Description of Land
         Exhibit B       -     Intentionally Omitted
         Exhibit C       -     Special Warranty Deed
         Exhibit D       -     Intentionally Omitted
         Exhibit E       -     Bill of Sale and General Assignment
         Exhibit F       -     Federal Transferor's Certificate of Non-Foreign
                                 Status
         Exhibit G       -     Intentionally Omitted
         Exhibit H       -     Intentionally Omitted
         Exhibit I       -     Intentionally Omitted
         Exhibit J       -     List of Service Agreements to be Assumed
         Exhibit K       -     Intentionally Omitted
         Exhibit L       -     Intentionally Omitted
         Exhibit M       -     Intentionally Omitted
         Exhibit N       -     Intentionally Omitted
         Exhibit O       -     Intentionally Omitted
         Exhibit P       -     Intentionally Omitted
         Exhibit Q       -     Intentionally Omitted
         Exhibit R       -     Intentionally Omitted
         Exhibit S       -     Owner's Affidavit
         Exhibit T       -     Intentionally Omitted
         Exhibit U       -     Intentionally Omitted
         Exhibit V       -     Intentionally Omitted
         Exhibit W       -     Intentionally Omitted
         Exhibit X       -     Intentionally Omitted
         Exhibit Y       -     Intentionally Omitted
         Exhibit Z       -     List of Service Contracts

Defined Term
                                      -ix-
                                       59


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(continued)

                                                                                                               Page

Accountants......................................................................................................23
Additional Title Objection.......................................................................................11
Additional Title Objections......................................................................................11
Agreement.........................................................................................................1
ALTA Survey.......................................................................................................9
Appurtenances.....................................................................................................1
Assignee..........................................................................................................1
Assignment........................................................................................................1
Assignor..........................................................................................................1
Books and Records.................................................................................................2
Business Days....................................................................................................43
CBL/OP............................................................................................................1
CBL/OP Closing Certificate.......................................................................................18
CBL/OP Closing Conditions........................................................................................16
CBL/OP Parties...................................................................................................29
CBL/OP's Additional Title Objection Notice.......................................................................10
CBL/OP's Address..................................................................................................3
CBL/OP's Information..............................................................................................7
CBL/OP's Surviving Obligations...................................................................................10
CBL/OP's Title Objection Notice..................................................................................10
Claims...........................................................................................................14
Closing..........................................................................................................16
Closing Date......................................................................................................3
Closing Statement................................................................................................25
Commission.......................................................................................................23
Disclosure Schedule..............................................................................................26
Effective.........................................................................................................1
Effective Date....................................................................................................1
Environmental Laws...............................................................................................35
Escrow...........................................................................................................16
Escrow Agent......................................................................................................4
Excluded Documents.............................................................................................8, 2
Excluded Property.................................................................................................2
Existing Environmental Reports...................................................................................28
Existing Property Owner Debt.....................................................................................21
Final Approval Date...............................................................................................3
FIRPTA Certificate...............................................................................................19
Grantee...........................................................................................................1
Grantor...........................................................................................................1
Hazardous Substances.............................................................................................35
Improvements......................................................................................................2
Intangible Property............................................................................................2, 1

-x-

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(continued)

                                                                                                               Page

Land..............................................................................................................1
Laws.............................................................................................................27
Notice...........................................................................................................41
Official Records..................................................................................................4
Operating Expenses...............................................................................................24
Permitted Exceptions.............................................................................................13
Permitted Outside Parties.........................................................................................8
Personal Property.................................................................................................2
Prior Reports....................................................................................................28
Property..........................................................................................................1
Property Management Agreement....................................................................................15
Property Owner....................................................................................................1
Property Owner's Address..........................................................................................4
Property Owner's Broker..........................................................................................22
Property Owner's Condition Precedent.............................................................................18
Property Owner's Notice Period...................................................................................10
Property Owner's Property Manager.................................................................................4
Property Owner's Title Notice....................................................................................10
Property Records..................................................................................................8
Proprietary Information...........................................................................................8
Proration and Expense Schedule...................................................................................25
Purchase Price....................................................................................................4
Real Estate Taxes................................................................................................24
Real Property..................................................................................................2, 1
Released Parties.................................................................................................34
Service Contracts..............................................................................................2, 1
Special Exceptions................................................................................................1
Special Warranty Deed............................................................................................19
Survey Exceptions.................................................................................................9
Tenant Leases.....................................................................................................1
Tenant Prospect Commission Obligations...........................................................................15
Title Commitment..................................................................................................9
Title Company.....................................................................................................3
Title Documents...................................................................................................9
Title Objection..................................................................................................10
Title Objection Deadline..........................................................................................3
Title Objections.................................................................................................10
Title Policy.....................................................................................................12
to the knowledge of Property Owner...............................................................................28
Transferee........................................................................................................1
Transferor........................................................................................................1
Unknown Environmental Liabilities................................................................................35
Updated Survey....................................................................................................9

-xi-

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(continued)

                                                                                                               Page

Voluntary Title Encumbrances.....................................................................................11

-xii-

Exhibit 10.23.7

CBL & ASSOCIATES LIMITED PARTNERSHIP

October 17, 2005

The Contributors Listed on Schedule I of the Oak Park and Eastland Contribution Agreements and Joint Escrow Instructions and Property Owners under the Hickory Point and Eastland Medical Building Purchase and Sale Agreements and Joint Escrow Instructions

Ladies and Gentlemen:

The following summarizes the terms of our agreement with respect to the Oak Park and Eastland Contribution Agreements and Joint Escrow Instructions, of even date herewith (the "Contribution Agreements"), and the Hickory Point and Eastland Medical Building Purchase and Sale Agreements and Joint Escrow Instructions, of even date herewith (the "Sale Agreements").

1. In Section 3.2(y) of the Contribution Agreements, the average closing price of the common stock of CBL/REIT shall be deemed to be $38. Section 3.2(x) remains unchanged.

2. In Section 10.2(b) of the Contribution Agreements, CBL's specific enforcement rights shall be against Contributors, jointly and severally, as well as against Property Owner.

3. Contributors' address for receipt of notices shall be c/o the Contributor Representative at Lewis, Rice & Fingersh, L.C., One Petticoat Lane, 1010 Walnut, Suite 500, Kansas City, Missouri 64106, telecopier number 816-472-2500.

4. We mutually acknowledge having agreed to the release, delivery and effectiveness of the Contribution Agreements and Sale Agreements on October 17, 2005 and having given notice to


such effect to the escrow agent.

If you agree to the foregoing, please countersign this letter in the space indicated below.

Sincerely Yours,

CBL & Associates Limited Partnership By: CBL Holdings I, Inc. General Partner

By:          /s/ John N. Foy
     -----------------------------------------------
Name:                John N. Foy
      ----------------------------------------------
Title:           Vice Chairman & C.F.O.
         -------------------------------------------

We agree to the foregoing as of the date hereof.

By:    /s/ Jack Fingersh
         Jack Fingersh
         Contributor Representative


Exhibit 99.1

[LETTERHEAD OF CBL & ASSOCIATES PROPERTIES., INC]

CBL Closes on Acquisition of Three-Mall Portfolio for $516.9 Million Page 2 November 17, 2005

Investor Contact: Katie Reinsmidt           Media Contact: Deborah Gibb
                  Director of Investor                     Director of Corporate
                    Relations                              Relations
                  (423) 490-8301                           (423) 490-8315

CBL & ASSOCIATES PROPERTIES CLOSES ON ACQUISITION OF THREE-MALL
PORTFOLIO FOR $516.9 MILLION

CHATTANOOGA, Tenn. (November 17, 2005) - CBL & Associates Properties, Inc. (NYSE: CBL) today announced that it has closed on the acquisition of three malls from a group of investors advised by Eastdil Realty Company. CBL has purchased Oak Park Mall in Overland Park (Kansas City), KS; Hickory Point Mall in Forsyth, IL; and Eastland Mall in Bloomington, IL, for a total consideration of approximately $516.9 million, including estimated closing costs.

The Company financed the acquisitions using approximately $94.25 million of cash, assumption of new long-term, fixed-rate non-recourse mortgage debt, and the issuance of $54.4 million in Special Common Units (SCUs) of the Company's Operating Partnership. The SCUs were issued at a value of $47.50 per unit and are exchangeable on a one-for-one basis with the Company's common stock.

Concurrent with the transaction close, CBL assumed a total of $368.25 million in three new 10-year non-recourse mortgage loans secured individually by each of the three properties at an interest rate of 5.85%. The new loans include a $275.70 million non-recourse loan secured by Oak Park Mall in Overland Park, KS, a $59.40 million non-recourse loan secured by Eastland Mall in Bloomington, IL, and a $33.15 million non-recourse loan secured by Hickory Point in Forsyth,
IL. The loans secured by Oak Park Mall and Eastland Mall are interest only.

Oak Park Mall is the leading shopping, dining and entertainment destination in the greater Kansas City area, and is located near Interstates 35 and 435 on West 95th Street at Quivira in Overland Park, KS. The City of Overland Park is one of Kansas City's fastest growing suburbs with the five-year growth average approaching 10.0% and average income levels 38.0% above the national average. The 1.5-million-square-foot, two-level, super-regional mall is currently 96.8% occupied and provides shoppers with approximately 470,000 square feet of mall shop retailers, including Ann Taylor, Aveda, Banana Republic, Crabtree & Evelyn, J. Crew, and many more. Originally built in 1974, the mall was expanded in 1998 and fully renovated in 2001. Average mall shop sales were $455 per square foot in 2004. The mall is anchored by Dillard's North, Dillard's South, Nordstrom, JCPenney, and The Jones Store. Oak Park Mall is a popular entertainment and dining destination for Overland Park residents, boasting a Rain Forest Cafe, Mimi's Cafe, Outback Steakhouse, Ruby Tuesday's, T.G.I. Friday's, and a freestanding AMC Theater.

Eastland Mall is located at the intersection of Business I-55 and East Empire Street in the rapidly expanding city of Bloomington, IL. Bloomington is located in central Illinois, approximately 130 miles southwest of Chicago and is home to two major universities and three hospitals. The 737,000-square-foot, single-level mall was built in 1967 and most recently renovated in 2000. The mall is anchored by Bergner's, Famous Barr, Kohl's, JCPenney, and Sears and offers more than 225,000 square feet of mall shop retailers. Eastland mall produced mall shop sales of $322 per square foot in 2004 and is currently 85.8% occupied.


CBL Closes on Acquisition of THree-Mall Portfolio for $516.9 Million

Page 2

November 17, 2005

Hickory Point Mall is located in Forsyth (Decatur), IL, near US Route 51 and Interstate 72. Decatur serves as the medical and financial hub to a broad agricultural trade area. Originally built in 1977, the 743,000-square-foot mall was last renovated in 2000. Hickory Point's five anchors include Bergner's, JCPenney, Kohl's, Sears, and Von Maur. The mall includes more than 243,000 square feet of mall shops, which produced $201 in sales per square foot in 2004. Hickory Point is currently 68.0% occupied.

CBL is one of the largest and most experienced owners and developers of malls and shopping centers in the country. CBL owns, holds interests in or manages 131 properties, including 79 regional malls/open-air centers. The properties are located in 26 states and total 73.7 million square feet including 2.0 million square feet of non-owned shopping centers managed for third parties. CBL currently has nine projects under construction totaling 1.9 million square feet including Phase II of Gulf Coast Town Center in Ft. Myers, FL, an open-air shopping center located in Stillwater, OK, two community centers, an associated center, and four expansions. In addition to its office in Chattanooga, TN, CBL has a regional office in Boston (Waltham), MA. Additional information can be found at cblproperties.com.

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference therein, for a discussion of such risks and uncertainties.

-END-


Exhibit 99.2

[LETTERHEAD OF CBL & ASSOCIATES PROPERTIES., INC.]

Investor Contact: Katie Reinsmidt Media Contact: Deborah Gibb Director of Investor Director of Corporate Relations Relations
(423) 490-8301 (423) 490-8315

THE JACOBS GROUP AND CBL COMPLETE FORMATION OF JOINT VENTURE TO
OWN TRIANGLE TOWN CENTER IN RALEIGH, NC

CLEVELAND, Ohio and CHATTANOOGA, Tenn. (November 17, 2005) - The Richard E. Jacobs Group, Inc. and CBL & Associates Properties, Inc. (NYSE: CBL) today announced that they have completed the formation of a 50/50 joint venture to own Triangle Town Center and its associated and lifestyle centers, Triangle Town Place and Triangle Town Commons, in Raleigh, NC ("Triangle Joint Venture"). CBL will assume management, leasing and any future development responsibilities of the property.

Concurrent with its formation, Triangle Joint Venture has entered into a new ten-year, fixed rate non-recourse loan of $200.0 million with an interest rate of 5.737%, secured by the collective centers. The proceeds from the loan will be used to retire an existing construction loan totaling approximately $121.8 million with the balance paid to The Jacobs Group.

Triangle Town Center, a 1.3-million-square-foot super-regional mall, opened in August 2002 in one of the fastest growing cities in the United States, Raleigh, NC. In addition to being the capital of North Carolina, Raleigh is the state's second largest city with a population of over 1.3 million in the Metropolitan Statistical Area (MSA). The mall is located at the intersection of Capital Boulevard and the newly constructed I-540 northern beltway.

Triangle Town Center is an architecturally impressive shopping destination with over 360,000 square feet of mall shops and restaurants including Adrienne Vittadini, bebe, Chico's, Coldwater Creek, California Pizza Kitchen, William Sonoma, and United Colors of Benetton. The mall is currently 87.0% occupied and is anchored by Belk, Dillard's, Hecht's, Sears, and Sak's Fifth Avenue, which joined the mall in September 2004. Triangle Town Center currently produces same stores sales of $329 per square foot.

Located directly across Sumner Boulevard on the south side of the mall is Triangle Town Place, a 150,000-square-foot associated center featuring a Bed, Bath & Beyond, Dick's Sporting Goods, DSW Shoes, Party City, and Ulta Cosmetics. Triangle Town Place is in the final stages of development and is currently 100% leased and committed.

Triangle Town Center also features a 103,000-square-foot lifestyle component, Triangle Town Commons, which opened in late 2004. The lifestyle element offers consumers an array of attractive stores such as North Carolina's only Orvis, as well as Pier One Kids, Atlanta-based Swoozie's, and Men's Wearhouse, as well as a wide variety of restaurant options including The Bamboo Club Asian Bistro, Champps Americana, The Twisted Fork Restaurant, and Ted's Montana Grill. The shops and restaurants are all housed in an inviting open-air, pedestrian-friendly environment. Shoppers enjoy a unique ambiance within the lifestyle center, created through extensive landscape design features such as decorative river rock, textured pavers, convenient walking bridges, and a river flowing throughout the common area, all culminating at a multi-tiered water fountain. The lifestyle expansion is currently 71.0% leased and committed.

-MORE-


The Jacobs Group and CBL Complete Joint Venture

Page 2

November 17, 2005

About CBL & Associates Properties, Inc.
CBL is one of the largest and most experienced owners and developers of malls and shopping centers in the country. CBL owns, holds interests in or manages 131 properties, including 79 regional malls/open-air centers. The properties are located in 26 states and total 73.7 million square feet including 2.0 million square feet of non-owned shopping centers managed for third parties. CBL currently has nine projects under construction totaling 1.9 million square feet including Phase II of Gulf Coast Town Center in Ft. Myers, FL, an open-air shopping center located in Stillwater, OK, two community centers, an associated center, and four expansions. In addition to its office in Chattanooga, TN, CBL has a regional office in Boston (Waltham), MA. Additional information can be found at cblproperties.com.

About The Richard E. Jacobs Group, Inc.
The Richard E. Jacobs Group has long been one of America's premier owners and developers of commercial real estate. Founded in 1955 and headquartered in Cleveland, OH, the privately held company was one of the nation's pioneer developers of regional malls. Headed by its co-founder and Chairman, Richard E. Jacobs, the firm developed and owned over 40 major mall properties from coast to coast.

Today, The Jacobs Group continues as a major developer of retail centers, office and hotel properties and mixed-use developments. Among its other premier properties are Chagrin Highlands, a 630-acre corporate community in Cleveland, OH; Cypress Creek Town Center, a 1.4 million-square-foot lifestyle center under development in Pasco County, FL; and Gulf Coast Town Center, a 1.7 million-square-foot regional center under construction in Lee County, FL - a 50/50 joint venture with CBL.

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference therein, for a discussion of such risks and uncertainties.

-END-