
                                                    Exhibit 10.30

               AMENDED AND RESTATED LOAN AGREEMENT


     THIS AMENDED AND RESTATED LOAN AGREEMENT ("Loan Agreement")
amends and restates in its entirety that certain Loan Agreement
dated to be effective August 19, 1996 between the parties hereto
and is made to be effective as of the ____ day of February, 1997,
by and between CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware
limited partnership, whose address is One Park Place, 6148 Lee
Highway, Chattanooga, Tennessee  37421-2931 (the "Borrower"), and
LAKESHORE/SEBRING LIMITED PARTNERSHIP, a Florida limited
partnership, whose address is the same as the Borrower's
described above ("Lakeshore"), and FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, a national banking association organized and
existing under the statutes of the United States of America, with
offices at 701 Market Street, Chattanooga, Tennessee 37402
(hereinafter referred to as the "Bank").

                         RECITALS OF FACT

     Borrower has requested that the Bank commit to make loans
and advances to it, and to Lakeshore, for the benefit of
Borrower, on a revolving credit basis in an amount not to exceed
at any one time outstanding the aggregate principal sum of Eighty
Million Dollars ($80,000,000.00) for the purpose of providing
working capital for pre-development expenses, development costs,
equity investments, repayment of existing indebtedness, certain
distributions to limited partners (as allowed herein), letters of
credit and construction and for general corporate purposes.  The
Bank has agreed to make certain portions of such loans and
advances on the terms and conditions herein set forth.  KeyBank
National Association, formerly Society National Bank, PNC Bank,
Kentucky, Inc. and AmSouth Bank, all  as participants in the Loan
have also agreed to make certain portions of such loan and
advances on the terms and conditions herein set forth.

          This Loan Agreement is currently being amended to
increase the revolving credit loan and to modify certain
covenants.

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

                            AGREEMENTS

SECTION 1.     :  DEFINITIONS AND ACCOUNTING TERMS

          a.     CERTAIN DEFINED TERMS.  For the purposes of this
               Loan Agreement, the following terms shall have the
               following meanings (such meanings to be applicable
               equally to both the singular and plural forms of
               such terms) unless the context otherwise requires:

     "Adjusted Loan Amount" means the combined Net Operating
Income from the properties described in the CBL Mortgage as of
each July 1, January 1, April 1 and October 1, as the case may
be, based upon the then immediately preceding twelve (12) month
period, divided by 1.25 with the resulting figure being further
divided by the applicable mortgage constant of .1159.

     "Affiliate" means as to any Person, any other Person which,
directly or indirectly, owns or controls, on an aggregate basis
including all beneficial ownership and ownership or control as a
trustee, guardian or other fiduciary, at least ten percent (10%)
of the outstanding shares of Capital Stock or other ownership
interest having ordinary voting power to elect a majority of the
board of directors or other governing body (irrespective of
whether, at the time, stock of any other class or classes of such
corporation shall have contingency) of such Person or at least
ten percent (10%) of the partnership or other ownership interest
of such Person; or which controls, is controlled by or is under
common control with such Person.  For the purposes of this
definition, "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of
management and policies, whether through the ownership of voting
securities, by contract or otherwise.  Notwithstanding the
foregoing, a pension fund, university or other endowment funds,
mutual fund investment company or similar fund having a passive
investment intent owning such a ten percent (10%) or greater
interest in a Person shall not be deemed an Affiliate of such
Person unless such pension, mutual, endowment or similar fund
either (i) owns fifty percent (50%) or more of the Capital Stock
or other ownership interest in such Person, or (ii) has the right
or power to select one or more members of such Person's board of
directors or other governing body.

     "Agent" means Wells Fargo Realty Advisors Funding,
Incorporated, a Colorado corporation as agent pursuant to the
Credit Agreement dated July 28, 1994 between Borrower and Agent.

     "Applicable Law" means, in respect of any Person, all
provisions of statutes, rules, regulations and orders of any
governmental authority applicable to such Person, and all orders
and decrees of all courts and arbitrators in proceedings or
actions in which the person in question is a party.

     "Bank's Proportionate Share" means the Bank's undivided
participating interest in the Loan which shall be equal to Twenty
Two Million Five Hundred Thousand and NO/100 Dollars
($22,500,000.00).

     "Base Rate" means the base commercial rate of interest
established from time to time by Bank.  The currently existing
Base Rate is eight and one quarter percent (8.25%) per annum.

     "Borrowing Base" is the limitation on the aggregate
Revolving Credit Loan indebtedness which may be outstanding at
any time during the term of this Agreement.  The Borrowing Base
will be calculated each July 1, January 1, April 1 and October 1.
The Borrowing Base will be an amount not to exceed the Borrower's
Adjusted Loan Amount.

     "Business Day" means a banking business day of the Bank.

     "Capital Stock" shall mean, as to any Person, any and all
shares, interests, warrants, participations or other equivalents
(however designated) of corporate stock of such Person.

     "Capitalized Value" shall mean an amount, calculated as of
any date, equal to the quotient of (a) the sum of (i) Borrower's
Funds From Operations during the most recent quarter end,
annualized plus (ii) the Interest Expense used in calculating
Borrower's Funds  From Operations pursuant to clause (i) above,
and (b) nine percent (.09).

     "CBL Management, Inc." means CBL & Associates Management,
Inc., a Delaware corporation.

     "CBL Mortgage" means the mortgages and/or deeds of trust
with security agreements and assignments of rents and leases and
related  amendments executed by Borrower, Coolsprings Crossing
Limited Partnership, East Towne Crossing Limited Partnership,
Valley Crossing Associates Limited Partnership, Walnut Square
Associates Limited Partnership, Lakeshore/Sebring Limited
Partnership [Including the Lakeshore Mortgage (New) and the
Lakeshore Mortgage (Old)] and/or Vicksburg Mall Associates, Ltd.
and/or any other entity related to or owned by Borrower and/or
CBL & Associates Properties, Inc. in favor of Bank covering their
interest in the properties described in EXHIBIT "A," attached
hereto and made a part hereof, referred to in Section 4.1(e)
hereof.

     "CBL Properties, Inc." means CBL & Associates Properties,
Inc., a Delaware corporation and a qualified public REIT and sole
general partner of Borrower.

     "Closing Date" means the date set out in the first paragraph
of this Loan Agreement.

     "Combined" means, as to any calculation hereunder, that such
calculation shall be made on a combined basis for Borrower, CBL
Properties, Inc. and CBL Management, Inc., with each such
calculation being made, (a) in respect of Borrower, on a
consolidated basis for Borrower and its Subsidiaries, (b) in
respect of CBL Properties, Inc., on a consolidated basis for CBL
Properties, Inc. and its Subsidiaries, and (c) in respect of CBL
Management, Inc., on a consolidated basis for CBL Management,
Inc. and its Subsidiaries.

     "Contingent Obligations" means, for any Person, any material
commitment, undertaking, Guarantee or material obligation
constituting a continuing liability under GAAP, but only to the
extent the same are required to be reflected on such Persons'
audited financial statements.

     "Credit Agreement" means the Credit Agreement dated as of
July 28, 1994 and as amended by amendments dated as of May 5,
1995, July 5, 1995 and subsequent amendments between the
Borrower, Wells Fargo Realty Advisors Funding, Incorporated and
others.

     "Debt Coverage Ratio" shall mean, as of any date the same is
calculated, the ratio of (a) EBITDA for the fiscal quarter ending
on or most recently ended prior to such date to (b) Debt Service
during such fiscal quarter, in each case calculated on a Combined
basis in accordance with GAAP.

     "Debt Service" means, with respect to Borrower, CBL
Properties, Inc., and their respective Subsidiaries for any
period, the sum of (a) Interest Expense of Borrower, CBL
Properties, Inc. and their respective Subsidiaries for such
period, plus (b) regularly scheduled principal payments on
Indebtedness of Borrower, CBL Properties, Inc. and their
respective Subsidiaries during such period other than (x) in
respect of any period following the Termination Date, the
scheduled principal payments of the Term Out Amount made after
the Termination Date, the scheduled principal payments of the
Term Out Amount made after the Termination Date and (y) any
regularly scheduled principal payment payable on any Indebtedness
which prepays such Indebtedness in full, to the extent the amount
of such final scheduled principal payment is greater than the
scheduled principal payment immediately preceding such final
scheduled principal payment, determined in each case on a
Combined basis in accordance with GAAP.  For purposes of this
definition, a voluntary prepayment of Indebtedness shall not
constitute a regularly scheduled principal payment even if, under
the terms of the agreement governing such Indebtedness, the
notice of prepayment has the effect of causing the amount of the
prepayment to become due and payable on the date set for such
notice of such prepayment.

     "EBITDA" means, for any period, the sum of (i) Net Income of
Borrower, CBL Properties, Inc. and their respective Subsidiaries
for such period (excluding equity in net earnings (or loss) of
their Unconsolidated Affiliates), plus (ii) depreciation and
amortization expense and other non-cash charges of  Borrower, CBL
Properties, Inc. and their respective Subsidiaries for such
period, plus (iii) interest expense of Borrower, CBL Properties,
Inc. and their respective Subsidiaries for such period, plus (iv)
income tax expense in respect of such period, plus (v) cash
dividends and distributions actually received by Borrower, CBL
Properties, Inc. and their respective Subsidiaries during such
period from Unconsolidated Affiliates, plus (vi) extraordinary
losses (and any unusual losses arising in or outside the ordinary
course of business of Borrower, CBL Properties, Inc. and their
respective Subsidiaries not included in extraordinary losses
determined in accordance with GAAP that have been reflected in
the determination of Net Income) for such period, minus (vii)
extraordinary gains of Borrower, CBL Properties, Inc. and their
respective Subsidiaries (and any unusual gains arising in or
outside the ordinary course of business of Borrower, CBL
Properties, Inc. or such respective Subsidiaries not included in
extraordinary gains determined in accordance with GAAP that have
been reflected in the determination of Net Income) for such
period, determined in each case on a Combined basis in accordance
with GAAP.

     "Effective Date," which definition is used and only applies
within Section 7.9 hereof, means the date the Credit Agreement
between the Borrower and Wells Fargo Realty Advisors Funding
Incorporated became effective in accordance with Section 4.1
thereof.

     "Environmental Laws" means all applicable local, state or
federal laws, rules or regulations pertaining to environmental
regulation, contamination or cleanup, including, without
limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Resource Conservation
and Recovery Act of 1976 or any state lien or superlien or
environmental cleanup statutes.

     "Event of Default" has the meaning assigned to that phrase
in Section 8.

     "Funds from Operations" means, as to any period, an amount
equal to (a) income (loss) from operations of Borrower, CBL
Properties, Inc. and their respective Subsidiaries for such
period, plus (b) depreciation and amortization, plus (minus) (c)
to the extent not included in clause (a) above, gain (loss) on
the sales of outparcels made in the ordinary course of business,
and after adjustments for Unconsolidated Affiliates, determined
in each case on a Combined basis in accordance with GAAP.
Adjustments for Unconsolidated Affiliates will be calculated to
reflect funds from operations on the same basis.

     "GAAP" shall mean generally accepted accounting principles
applied on a basis consistent with those which are to be used in
making the calculations for purposes of determining compliance
with this Agreement.  All calculations made for the purposes of
determining compliance with this Agreement shall (except as may
be otherwise expressly provided herein) be made by application of
generally accepted accounting principles applied on a basis
consistent with those used in preparation of the annual and
quarterly financial statements of CBL Properties, Inc. furnished
to the Securities and Exchange Commission.

     "Guarantee" by any Person means any obligation, contingent
or otherwise, of such Person directly or indirectly guaranteeing
any Indebtedness or other obligation of any other Person and,
without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person (i)
to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation (whether
arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or
otherwise), or (ii) entered into for the purpose of assuring in
any other manner the obligee of such Indebtedness or other
obligation of the payment thereof or to protect such obligee
against losses in respect thereof (in whole or in part), provided
that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business.  The
term "Guarantee" used as a verb has a corresponding meaning.

     "Hazardous Substances" shall mean and include all hazardous
and toxic substances, wastes or materials, any pollutants or
contaminants (including, without limitation, asbestos and raw
materials which include hazardous constituents), or any other
similar substances or materials which are included under or
regulated by any applicable Environmental Laws.

     "Indebtedness" shall mean, as applied to any Person at any
time, without duplication (a) all indebtedness, obligations or
other liabilities of such Person (i) for borrowed money or
evidenced by debt securities, debentures, acceptances, notes or
other similar instruments, and any accrued interest, fees and
charges relating thereto; (ii) with respect to letters of credit
issued for such Person's account; (iii) under agreements for the
prospective purchase or repurchase assets other than obligations
arising under unexercised option agreements; (iv) to make future
investments in any Person; (v) to pay the deferred purchase price
of property or services previously purchased or rendered, except
unsecured trade accounts payable and accrued expenses required to
be capitalized in accordance with GAAP; (b) all indebtedness,
obligations or other liabilities of such Person or others secured
by a Lien on any asset of such Person, whether or not such Person
is otherwise obligated on such indebtedness, obligations or
liabilities are assumed by such Person, all as of such time; (c)
all indebtedness, obligations or other liabilities of such Person
in respect of any foreign exchange contract or any interest rate
swap, cap or collar agreement or similar arrangement, net of
liabilities owed to such Person by the counterparties thereon;
(d) all shares of Capital Stock or equivalent ownership interest
subject (upon the occurrence of any contingency or otherwise) to
mandatory redemption prior to the date the Loan is scheduled to
be repaid in full; (e) obligations of others to the extent
Guaranteed by such Person or to the extent such Person is
otherwise liable on a recourse basis; and (f) such Person's pro
rata share of non-recourse Indebtedness of a partnership in which
such Person is a partner (it being understood that the remaining
portion of such non-recourse partnership Indebtedness shall not
constitute Indebtedness of such Person).

     "Interest Coverage Ratio" means, as of any date the same is
calculated, the ratio of (a) EBITDA for the fiscal quarter ending
on or most recently ended prior to such date to (b) Interest
Expense for such fiscal quarter, determined in each case on a
Combined basis in accordance with GAAP.

     "Interest Expense" means, for any Person for any period,
total interest expense on Indebtedness of such Person, whether
paid or accrued, but without duplication (including the interest
component of capital leases), including, without limitation, (a)
all commissions, discounts and other fees and charges owed with
respect to letters of credit, and (b) one hundred percent (100%)
of any interest expense, whether paid or accrued, or any other
Person for which such Person is wholly or partially liable
(whether by Guarantee, pursuant to Applicable Law or otherwise)
but excluding (i) interest on Reserved Construction Loan and (ii)
swap or other interest hedging breakage costs, all as determined
in conformity with GAAP.

     "Investment" in any Person shall mean any investment,
whether by means of share purchase, loan, advance, extension of
credit, capital contribution or otherwise, in or to such Person,
the  Guarantee of any Indebtedness of such Person, or the
subordination of any claim against such Person to other
Indebtedness of such Person.

     "Lakeshore Note" means the promissory note from Lakeshore in
the original principal sum of $ 34,600,000.00 payable to the
order of Agent, later assigned by Agent to Shopping Center
Finance Corp., and later assigned by Shopping Center Finance
Corp. to the Bank, such Promissory Note being now for the
principal sum of $20,400,000.00, as amended, renewed, or replaced
from time to time, but it does not include the Renewal of
Promissory Note dated December 6, 1994 to be effective April 1,
1994.

     "Lakeshore Mortgage" means the Florida Mortgage from
Lakeshore/Sebring Limited Partnership in favor of Agent later
assigned by Agent to Shopping Center Finance Corp. and
subsequently assigned of even date herewith to the Bank, as
amended from time to time.

     "LIBOR Rate" means the London Interbank Offered Rates as
established from time to time and published in The Wall Street
Journal, Money Rates Section which, unless otherwise specified
herein or in the Note, is a one (1) month LIBOR Rate.

     "Lien" means any interest in Property securing an obligation
owed to, or a claim by, a Person other than the owner of the
Property, whether such interest is based on the common law,
statute or contract, and including but not limited to the
security interest or lien arising from a deed of trust, mortgage,
encumbrance, pledge, conditional sale or trust receipt or a
lease, consignment or bailment for security purposes, and
including but not limited to reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions,
restrictions, leases, and other title exceptions and encumbrances
affecting Property.

     "Loan" means the Revolving Credit Loan from the Bank to the
Borrower, including the Lakeshore Note which was purchased by the
Bank.

     "Loan Agreement" means this Loan Agreement between the
Borrower, Lakeshore and the Bank, and any modifications,
amendments, or replacements thereof, in whole or in part.

     "Maximum Rate" means the maximum variable contract rate of
interest which the Bank may lawfully charge under applicable
statutes and laws from time to time in effect.

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

     "Net Income" means, with respect to Borrower, CBL
Properties, Inc., and their respective Subsidiaries for any
period, net earnings (or loss) after deducting therefrom all
operating expenses, income taxes and reserves and net earnings
(or loss) attributable to minority interests in Subsidiaries for
the period in question, determined in each case on a Combined
basis in accordance with GAAP.  Without limiting the generality
of the foregoing, earnings (or losses) from the sale of
outparcels in the ordinary course of business shall be included
in determining Net Income.

     "Net Operating Income" means, for any Property for the
period in question (a) any cash rentals, expense or cost
reimbursements, or other income or gain earned by Borrower with
respect to such Property, less (b) all cash expenses (excluding
items capitalized under GAAP) incurred by Borrower during such
period in connection with the operation or leasing of such
Property.

     "Net Worth" means, with respect to Borrower, CBL Properties,
Inc. and their Subsidiaries as of any date, the sum of (a) the
total shareholders' equity of CBL Properties, Inc., plus (b) the
value of all minority interests in Borrower, plus (c)
depreciation and amortization since December 31, 1993, minus (d)
all intangible assets, determined on a Combined basis in
accordance with GAAP.

     "Note" means the Revolving Credit Note or Notes executed by
the Borrower to the Bank in the original principal sums of Ten
Million Six Hundred Thousand Dollars ($10,600,000.00) (the
"$10,600,000.00 Note") and Forty Nine Million Dollars
($49,000,000.00), dated of even date herewith, and the Lakeshore
Note, as such note or notes may be modified, renewed or extended
from time to time; and any other note or notes executed at any
time to evidence the indebtedness under this Loan Agreement, in
whole or in part, and any renewals, modifications and extensions
thereof, in whole or in part.

     "Participant" means KeyBank National Association, PNC Bank,
Kentucky, AmSouth Bank, their successors and assigns, and any
other participants in the Loan.

     "Participant's Proportionate Share (AmSouth)" means AmSouth
Bank's (or any successor to such bank's interest in the Loan)
undivided participating interest in the Loan which shall be equal
to Twenty Two Million Five Hundred Thousand and NO/100 Dollars
($22,500,000.00).

     "Participant's Proportionate Share (KeyBank)" means
KeyBank's (or any successor to such bank's interest in the Loan)
undivided participating interest in the Loan which shall be equal
to Twenty Two Million Five Hundred Thousand and NO/100 Dollars
($22,500,000.00).

     "Participant's Proportionate Share (PNC)" means PNC Bank,
Kentucky, Inc.'s (or any successor to such bank's interest in the
Loan) undivided participating interest in the Loan which shall be
equal to Twelve Million Five Hundred Thousand Dollars
($12,500,000.00).

     "Participants' Proportionate Share" means Participant's
Proportionate Share (KeyBank), Participant's Proportionate Share
(PNC), and Participant's Proportionate Share (AmSouth).

     "Participation Agreement" means that certain Participation
Agreement entered into of even date herewith among Bank,
KeyBank National Association, PNC Bank, Kentucky, Inc., AmSouth
Bank and/or any other participants in the Loan, as amended from
time to time.

     "Permitted Encumbrances" shall mean and include:

          i.     liens for taxes, assessments or similar
               governmental charges not in default or being
               contested in good faith by appropriate
               proceedings;

          ii.    workmen's, vendors', mechanics' and
               materialmen's liens and other liens imposed by law
               incurred in the ordinary course of business, and
               easements and encumbrances which are not
               substantial in character or amount and do not
               materially detract from the value or interfere
               with the intended use of the properties subject
               thereto and affected thereby;

          iii.   liens in respect of pledges or deposits under
               social security laws, worker's compensation laws,
               unemployment insurance or similar legislation and
               in respect of pledges or deposits to secure bids,
               tenders, contracts (other than contracts for the
               payment of money), leases or statutory
               obligations;

          iv.    any liens and security interests specifically
               listed and described in EXHIBIT "B" hereto
               attached or in any exhibit describing permitted
               exceptions and attached to any CBL Mortgage;

          v.     such other liens and encumbrances to which Bank
               shall consent in writing; and

          vi.    leases, licenses, rental agreements or other
               agreements for use and occupancy of the subject
               property.

     "Person" means an individual, partnership, corporation,
trust, unincorporated organization, association, joint venture or
a government or agency or political subdivision thereof.

     "Project" or "Projects," which definition is used and only
applies within Section 7.9 hereof, means the real estate projects
owned by Borrower, a Wholly Owned Subsidiary of Borrower, a
Subpartnership or, to the extent approved by the Supermajority
Lenders, any other Person and "Project" shall mean any one of the
Projects.  The capitalized terms used in this definition shall
have the same meaning as provided in the Credit Agreement.

     "Property" means any interest in any kind of property or
asset, whether real, personal or mixed, tangible or intangible.

     "Reserved Construction Loan" shall mean a construction loan
extended to Borrower or a Subsidiary of Borrower for the
construction of a project in respect of which: (a) neither any
monetary or material non-monetary default nor any event of
default exists; (b) interest on such loan has been budgeted to
accrue at a rate of not less than the Base Rate plus two percent
(2%) at the time the interest reserve account is established; (c)
the amount of such budgeted interest has been (i) included in the
principal amount of such loan and (ii) segregated into an
interest reserve account (which shall include any arrangement
whereby loan proceeds equal to such budgeted interest are
reserved and only disbursed to make interest payments in respect
of such loan); (d) absent an event of default or a monetary or
material non-monetary default, such interest can be paid out of
such interest reserve account only for the purpose of  making
interest payments on such loan; (e) the amount held in such
interest reserve account in respect of such loan, together with
the net income if any, from such project projected by the Agent
in its reasonable judgment, will be sufficient, as reasonably
determined by the Agent from time to time, to pay all Interest
Expense on such loan until the date that the EBITDA of the
project being financed by such loan is anticipated to be
sufficient to pay all Interest Expense on such loan; and (f)
Borrower has delivered all certificates required by Section 6
hereof.

     "Revolving Credit Advances" means advances of principal on
the Revolving Credit Loan by the Bank under the terms of this
Loan Agreement to the Borrower during the term of the Revolving
Credit Loan pursuant to Section 3.1.

     "Revolving Credit Loan" means the aggregate of the
Borrower's and Lakeshore's indebtedness to the Bank pursuant to
Section 2 of this Loan Agreement.

     "Revolving Credit Note" means the Notes as described in
Section 2.3 hereof and the Lakeshore Note.

     "Subsidiary" shall mean, as to any Person, any other Person,
more than fifty percent (50%) of the outstanding shares of
Capital Stock, partnership interest or other ownership interest,
having ordinary voting power to elect a majority of the board of
directors or similar governing body of such other Person
(irrespective of whether or not at the time stock or other
ownership interests of any other class or classes of such other
Person shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or
indirectly owned or controlled by such Person or by one or more
"Subsidiaries" of such Person, and whose financial reports are
prepared on a consolidated basis with such Person.  "Wholly Owned
Subsidiary" shall mean any such Person of which all of the shares
of Capital Stock or ownership interests (other than, in the case
of a corporation, directors' qualifying shares) are so owned or
controlled.  For purposes of this Agreement CBL Management, Inc.
shall be deemed to be a Subsidiary of Borrower.

     "Termination Date of Revolving Credit Loan" shall mean the
earlier of (a) June 1, 1998, or in the event that the Bank and
Borrower shall hereafter mutually agree in writing that the
Revolving Credit Loan and the Bank's commitment hereunder shall
be extended to another date, such other date mutually agreed upon
between Bank and Borrower to which the Bank's commitment shall
have been extended, or (b) the date as of which Borrower shall
have terminated the Bank's commitment under the provisions of
Section 2.5 hereof.

     "Term Out Amount" means the then outstanding principal
balance of the Loan due and owing the Bank under the Note, if the
Bank elects not to extend the existing Maturity Date and the
Borrower elects to cap the line of credit as provided in the
Note.

     "Total Obligations" means, as of any date, the sum (without
duplication) of (a) the Indebtedness of Borrower, CBL Properties,
Inc. and their respective Subsidiaries (other than Indebtedness
described in clauses (a)(iii) and (a)(iv) of the definition
thereof); plus (b) the aggregate amount of Contingent Obligations
of Borrower, CBL Properties, Inc. and their respective
Subsidiaries in respect of Indebtedness (other than Indebtedness
described in clauses (a)(iii) and (a)(iv) of the definition
thereof); plus (c) Borrower's, CBL Properties, Inc's or their
respective Subsidiaries' proportionate share of Indebtedness
(other than Indebtedness described in clauses (a)(iii) and
(a)(iv) of the definition thereof) of any Unconsolidated
Affiliate, whether or not Borrower, CBL Properties, Inc. or such
Subsidiary is obligated on such Indebtedness; plus (d) all other
amounts which would be classified as a liability on the
consolidated balance sheets of Borrower or CBL Properties, Inc.,
determined in each case on a Combined basis in accordance with
GAAP.

     "Unconsolidated Affiliate" shall mean, in respect of any
Person, any other Person in whom such Person holds an Investment,
which Investment is accounted for in the financial statements of
such Person on an equity basis of accounting.

          b.     ACCOUNTING TERMS.  All accounting terms not
               specifically defined herein shall be construed in
               accordance with generally accepted accounting
               principles consistent with those applied in the
               preparation of the financial statements required
               to be delivered from time to time pursuant to
               Section 6.5 hereof.

SECTION 2.     :  COMMITMENT; FUNDING AND TERMS OF REVOLVING
            CREDIT LOAN

          a.     THE COMMITMENT.  Subject to the terms and
               conditions herein set out, Bank agrees and commits
               to make loan advances and letter of credit
               advances to the Borrower from time to time, from
               the Closing Date until the Termination Date of
               Revolving Credit Loan, in an aggregate principal
               amount not to exceed, at any one time outstanding,
               the lesser of (a) Eighty Million Dollars
               ($80,000,000.00) minus the sum, if any, applicable
               under the provisions of Section 2.8 hereof; or
               (b) the Borrower's Borrowing Base, as defined in
               Section 1.

          b.     FUNDING THE LOAN.  Each loan advance hereunder
               shall be made upon the written request of the
               Borrower to the Bank, specifying the date and
               amount and intended use thereof.  All advances
               hereunder, whether under the Note or the Lakeshore
               Note, shall be made by depositing the same to the
               checking account of Borrower at the Bank or other
               methods acceptable to Borrower and Bank.
               LAKESHORE ACKNOWLEDGES AND AGREES THAT NO ADVANCES
               SHALL BE MADE DIRECTLY TO LAKESHORE EXCEPT UPON
               THE EXPRESS WRITTEN CONSENT OF THE BORROWER
               RECEIVED BY THE BANK PRIOR TO THE ADVANCE BEING
               MADE.

          c.     THE NOTE AND INTEREST.  The Revolving Credit
               Loan shall be evidenced by two (2) promissory
               notes of the Borrower and one (1) promissory note
               of Lakeshore, each payable to the order of the
               Bank in the aggregate principal amount of Eighty
               Million Dollars ($80,000,000.00), in form
               substantially the same as the copy of the
               Revolving Credit Note and the Lakeshore Note
               attached hereto as EXHIBIT "C."  The entire
               principal amount of the Loan shall be due and
               payable on the Termination Date of Revolving
               Credit Loan.  The unpaid principal balances of the
               Revolving Credit Loan shall bear interest from the
               Closing Date on disbursed and unpaid principal
               balances (calculated on the basis of a year of 365
               or 366 days as is appropriate) at a rate per annum
               as specified in the Note.  Said interest shall be
               payable monthly on the first day of each month
               after the Closing Date, commencing March 1, 1997
               provided the Bank has in each instance mailed to
               the Borrower a billing notice at least ten (10)
               days prior thereto setting forth the payment
               amount next due, with the final installment of
               interest, together with the entire outstanding
               principal balance of the Revolving Credit Loan,
               being due and payable on the Termination Date of
               Revolving Credit Loan.  The first selection of the
               one (1) month, three (3) months, six (6) months or
               one (1) year LIBOR Rate shall be made by the
               Borrower and Lakeshore (but the rate selected by
               Lakeshore must always be the same as the rate
               selected by the Borrower) on or prior to the date
               of the Note and each selection thereafter shall be
               made at least twenty-four (24) hours prior to the
               end of the then applicable interest rate period.
               Neither the Borrower nor Lakeshore may ever select
               a rate period which exceeds the Termination Date
               of the Revolving Credit Loan.

          d.     COMMITMENT FEE/SERVICING FEE.  On the Closing
               Date, the Borrower agrees to pay to the Bank in
               addition to the commitment fee it paid in March of
               1994 in the amount of Seventy-Five Thousand
               Dollars ($75,000.00), and the commitment fee it
               paid in November of 1994 in the amount of Fifty
               Thousand Dollars ($50,000.00), and the commitment
               fee it paid in July of 1995 in the amount of No
               Dollars ($-0-), and the commitment fee it paid in
               March of 1996 in the amount of Eighty Five
               Thousand and NO/100 Dollars ($85,000.00), and the
               commitment fee in the amount of NO/100 Dollars
               ($-0-), a commitment fee in the amount of One Hundred
               Ninety Thousand and no/100 Dollars ($190,000.00),
               in consideration of the Bank's agreement to make
               additional funds available to Borrower under the
               terms and provisions hereof from the Closing Date
               until the initial Termination Date of Revolving
               Credit Loan specified in Section 1 hereof.  In
               addition to the commitment fee, on each November 2
               hereafter, the Borrower shall pay to the Bank a
               servicing fee in the amount of Twenty Four
               Thousand and NO/100 Dollars ($24,000.00) for the
               Bank's services in connection with administering
               the Loan participation with Participant.  The
               servicing fee shall belong solely to the Bank and
               the Participant shall have no interest therein.
               Borrower agrees that the commitment fees and
               servicing fee are fair and reasonable considering
               the condition of the money market, the
               creditworthiness of Borrower, the interest rate to
               be paid, and the nature of the security for the
               Loan.  In the event that Borrower and Bank shall
               hereafter mutually agree to extend the term of the
               Bank's commitment hereunder, they may also agree
               at that time as to an additional commitment fee,
               if any, to be paid for such further commitment by
               the Bank, but not to exceed the maximum permitted
               by applicable law.

          e.     BORROWINGS UNDER, PREPAYMENTS OR TERMINATION OF
               THE REVOLVING CREDIT LOAN.  The Borrower may, at
               its option, from time to time, subject to the
               terms and conditions hereof including Section 2.8
               hereof, without penalty, borrow, repay and
               reborrow amounts under the Revolving Credit Note
               and the Lakeshore Note, first from the Ten Million
               Six Hundred Thousand Dollars ($10,600,000.00)
               Note, then from the Forty Nine Million Dollars
               ($49,000,000.00) Note, then from the Lakeshore
               Note and principal payments received shall be
               applied by the Bank to the Revolving Credit Note
               and the Lakeshore Note in such order and amounts
               as the Bank deems appropriate in its sole
               discretion.  Neither the Borrower nor Lakeshore
               shall be permitted to borrow, repay and reborrow
               up to the principal amounts of the Lakeshore Note
               unless documentary stamps tax and intangibles tax,
               required by law to be paid, has been paid on the
               amounts readvanced and unless the Bank has a first
               in priority mortgage on the Florida property owned
               by Lakeshore securing the Lakeshore Note.

      By notice to the Bank in writing, Borrower shall be
entitled to terminate the Bank's commitment to make further
advances on the Revolving Credit Loan; and provided that the
Revolving Credit Loan and all interest and all other obligations
of Borrower to Bank arising hereunder shall have been paid in
full, Bank shall thereupon at Borrower's request release its
security interest in all of Borrower's Property securing the
Revolving Credit Loan.

          f.        SUBSTITUTION OF COLLATERAL.  Upon the Bank's
               prior written approval, the Borrower may
               substitute collateral originally provided for the
               Revolving Credit Loan for collateral of equal
               value but such substituted collateral must be
               acceptable to the Bank and the acceptance thereof
               is solely within the discretion of the Bank.

          g.        SECONDARY FINANCING BY CBL PROPERTIES, INC.
               CBL Properties, Inc. is the general partner of the
               Borrower.  It is also a real estate investment
               trust.  In the event CBL Properties, Inc. does any
               secondary offering of its securities, it will
               apply no less than 75% net of expenses of the
               monies received from such offering for the benefit
               of the Borrower and will not use that percentage
               of funds so received to capitalize or otherwise
               fund any other new partnerships or entities.

          h.     CAP ON LOAN.  Notwithstanding anything contained
               in this Loan Agreement to the contrary, if at any
               time the Bank does not have a first-in-priority
               lien on the Florida property (Lakeshore Mall)
               pursuant to the Lakeshore Mortgage up to the sum
               of Thirty One Million Dollars ($31,000,000.00) the
               Loan shall be capped at Forty Nine Million Dollars
               ($49,000,000.00).

SECTION 3.     :  REQUIRED PAYMENTS, PLACE OF PAYMENT, ETC.

          a.     REQUIRED REPAYMENTS.  In the event that the
               outstanding aggregate principal balance of the
               Revolving Credit Loan shall at any time exceed the
               Borrowing Base, upon discovery of the existence of
               such excess borrowings, the Borrower shall, within
               one hundred twenty (120) days from the date of
               such discovery, make a principal payment which
               will reduce the outstanding principal balance of
               the Revolving Credit Loan to an amount which does
               not exceed the Borrowing Base and/or at Borrower's
               option provide the Bank with additional collateral
               for the Revolving Credit Loan of a value and type
               reasonably satisfactory to the Bank which
               additional collateral shall be at a minimum
               sufficient to secure the then outstanding balance
               of the Loan (after credit for any principal
               reduction payment received from Borrower, if any),
               and if Borrower intends to request additional
               advances under the Loan, the additional collateral
               shall include collateral, deemed sufficient in the
               Bank's discretion, to secure the Eighty Million
               Dollars ($80,000,000.00) credit line limitation,
               thereafter permitting Borrower to obtain
               additional advances in the manner and to the
               extent provided under the terms of this Loan
               Agreement.

          In addition and during such one hundred twenty (120)
day period or until the principal payment or satisfactory
collateral is received, whichever is less, the Borrower will not
make any additional requests for advances under the Revolving
Credit Loan.  Once calculated, the Borrowing Base shall remain
effective until the next Borrowing Base calculation date as
provided in Section 1 of this Agreement.

          b.     PLACE OF PAYMENTS.  All payments of principal
               and interest on the Revolving Credit Loan and all
               payments of fees required hereunder shall be made
               to the Bank, at its address listed in Section 9.2
               of this Agreement in immediately available funds.

          c.     PAYMENT ON NON-BUSINESS DAYS.  Whenever any
               payment of principal, interest or fees to be made
               on the indebtednesses evidenced by the Note shall
               fall due on a Saturday, Sunday or public holiday
               under the laws of the State of Tennessee, such
               payment shall be made on the next succeeding
               business day.

SECTION 4.     :  CONDITIONS OF LENDING

          a.     CONDITIONS PRECEDENT TO CLOSING AND FUNDING
               INITIAL ADVANCE.  The obligation of the Bank to
               fund the initial Revolving Credit Loan Advance
               hereunder is subject to the condition precedent
               that the Bank shall have received, on or before
               the Closing Date, all of the following in form and
               substance satisfactory to the Bank:

          i.     This Loan Agreement.

          ii.    The Note.

     (c)  The Lakeshore Note.

     (d)  The CBL Mortgage, the Lakeshore Mortgage together with
a title commitment from a title insurance company acceptable to
the Bank, providing for the issuance of a mortgagee's loan policy
insuring the lien of the CBL Mortgage in form, substance and
amount satisfactory to the Bank, containing no exceptions which
are unacceptable to the Bank, and containing such endorsements as
the Bank may require; provided, however, with respect to the
Florida (Lakeshore Mall) and Mississippi (Pemberton Mall)
properties being added as collateral for the Loan, the Bank, in
its sole discretion may require only a title report and may not
require the issuance of a mortgagee's loan policy.

     (e)   Current draft financial statements of the Borrower in
form satisfactory to the Bank to be held by the Bank in strict
confidence.

     (f)  Certified copy of Borrower's limited partnership
agreement and certificate of limited partnership, and all
amendments thereto and a certificate of existence for the
Borrower.

     (g)  Certified corporate resolutions of Borrower's general
partner, and certificate(s) of existence for Borrower's general
partner from the state of its incorporation and such other states
as Bank shall require, together with a copy of the charter and
bylaws of the Borrower's general partner.

     (h)  The opinion of counsel for Borrower and the Borrower's
general partner, that the transactions herein contemplated have
been duly authorized by all requisite corporate and partnership
authority, that this Loan Agreement and the other instruments and
documents herein referred to have been duly authorized, validly
executed and are in full force and effect, and pertaining to such
other matters as the Bank may require.

     (i)  A certificate from an insurance company, satisfactory
to Bank, setting forth the information concerning insurance which
is required by Section 6.3 of this Loan Agreement; or, if the
Bank shall so require, certified copies of the original insurance
policies evidencing such insurance.

     (j)   Environmental audits of the properties described in
the CBL Mortgage.

     (k)  Current surveys of the property subject to the CBL
Mortgage, indicating the location of all building lines,
easements (visible, reflected in the public records or otherwise)
and any existing improvements or encroachments, which survey
shall contain no set of facts objectionable to the Bank and shall
be accompanied by the Bank's usual survey certificate.

     (l)  Copies of the appraisals of the real estate described
in EXHIBIT "A" attached hereto.

     (m)  The Guaranty Agreements of the Borrower guarantying the
Lakeshore Note and of CBL Properties, Inc. guarantying the Loan.

     (n)  All the items and information shown on the Checklist
for Closing, a copy of which is attached hereto and marked
EXHIBIT "D".

          b.     CONDITIONS PRECEDENT TO ALL REVOLVING CREDIT
               LOAN ADVANCES.  The obligation of the Bank to make
               Revolving Credit Advances pursuant hereto
               (including the initial advance at the Closing
               Date) shall be subject to the following additional
               conditions precedent:

          i.        The Borrower shall have furnished to the Bank
               a written request stating the amount of Revolving
               Credit Advance requested together with the
               intended use of the advance.

          ii.    The Borrower and Lakeshore shall not be in
               default of any of the terms and provisions hereof
               or of any instrument or document now or at any
               time hereafter evidencing or securing all or any
               part of the Revolving Credit Loan indebtednesses.
               Each of the Warranties and Representations of the
               Borrower and Lakeshore, as set out in Section 5
               hereof shall remain true and correct in all
               material respects as of the date of such Loan
               advance.

          iii.   Within forty-five (45) days after each July 1,
               January 1, April 1 and October 1, Borrower shall
               furnish to the Bank a Non-Default Certificate
               executed by a duly authorized officer of Borrower,
               in the form of EXHIBIT "E" attached hereto.

          iv.    The Borrower shall have furnished to the Bank an
               updated and current title report with respect to
               the property or properties covered by any CBL
               Mortgage held by the Bank.  If any lien shall have
               been placed on the property subsequent to the date
               of this Agreement or the applicable CBL Mortgage,
               other than liens in favor of the Bank, no
               additional advances shall be made.

SECTION 5.     :  REPRESENTATIONS AND WARRANTIES

     Borrower and Lakeshore represent and warrant that:

          a.     PARTNERSHIP STATUS.  The Borrower is a limited
               partnership duly organized, validly existing and
               in good standing under the laws of the State of
               Delaware; it has the power and authority to own
               its properties and assets and is duly qualified to
               carry on its business in every jurisdiction
               wherein such qualification is necessary.
               Lakeshore is a limited partnership duly organized,
               validly existing and in good standing under the
               laws of the State of Florida; it has the authority
               to own its properties and assets and is duly
               qualified to carry on its business in every
               jurisdiction wherein such qualification is
               necessary.  Lakeshore is a wholly owned subsidiary
               of the Borrower.

          b.     POWER AND AUTHORITY.  The execution, delivery
               and performance of the Loan Agreement, the Note,
               the CBL Mortgage and the other loan and collateral
               documents executed pursuant thereto by the
               Borrower and/or Lakeshore have been duly
               authorized by all requisite action and, to the
               best of Borrower's and Lakeshore's knowledge, will
               not violate any provision of law, any order of any
               court or other agency of government, the limited
               partnership agreement of the Borrower or
               Lakeshore, any provision of any indenture,
               agreement or other instrument to which Borrower
               and/or Lakeshore is a party, or by which
               Borrower's and/or Lakeshore's respective
               properties or assets are bound, or be in conflict
               with, result in a breach of, or constitute (with
               due notice or lapse of time or both) a default
               under any such indenture, agreement or other
               instrument, or result in the creation or
               imposition of any lien, charge or encumbrance of
               any nature whatsoever upon any of the properties
               or assets of Borrower and/or Lakeshore, except for
               liens and other encumbrances provided for and
               securing the indebtedness covered by this Loan
               Agreement.

          c.     FINANCIAL CONDITION.     The audited balance
               sheet of Borrower and Lakeshore for the fiscal
               year ended as of December 31, 1995, and the
               related statement of income and changes in
               financial conditions for the year then ended, and
               (ii) the unaudited interim balance sheet of
               Borrower and Lakeshore for September 30, 1996 and
               the related statement of income and changes in
               financial conditions for the period then ended, a
               copy of each of which has been furnished to the
               Bank, together with any explanatory notes therein
               referred to and attached thereto, are correct and
               complete and fairly present the financial
               condition of Borrower and Lakeshore as at the date
               of said balance sheets and the results of its
               operations for said periods and as of the date of
               closing of this Loan Agreement and related
               transactions, respectively.  All such financial
               statements have been prepared in accordance with
               Generally Accepted Accounting Principles applied
               on a consistent basis maintained through the
               period involved.

          i.     There has been no substantial adverse change in
               the business, properties or condition, financial
               or otherwise, of Borrower and/or Lakeshore since
               September 30, 1996.

          ii.     The audited balance sheet of CBL Properties,
               Inc. for the fiscal year ended as December 31,
               1995, the unaudited balance sheet of CBL
               Properties, Inc. for the period ended September
               30, 1996, and the related statement of income and
               changes in financial conditions for the year ended
               1995 and the period ended September 30, 1996, a
               copy of which has been furnished to the Bank,
               together with any explanatory notes therein
               referred to and attached thereto, are correct and
               complete and fairly present the financial
               condition of CBL Properties, Inc. as at the date
               of said balance sheets and the results of its
               operations for said periods and as of the date of
               closing of this Loan Agreement and related
               transactions, respectively.  All such financial
               statements have been prepared in accordance with
               Generally Accepted Accounting Principles applied
               on a consistent basis maintained through the
               period involved.

          iii.   There has been no substantial adverse change in
               the business, properties or condition, financial
               or otherwise, of CBL Properties, Inc. since
               September 30, 1996.

          iv.    The warranties and representations made in this
               Section 5.3 are and were made as of the date of
               this Loan Agreement and any violation thereof
               shall be determined as of that date.

          d.     TITLE TO ASSETS.  Borrower and Lakeshore have
               good and marketable title to all its properties
               and assets reflected on the most recent balance
               sheet furnished to Bank subject to the Permitted
               Encumbrances with respect to the properties
               described in the CBL Mortgages and subject to all
               encumbrances, whether of record or not, with
               respect to all other properties.

          e.     LITIGATION.  There is no action, suit or
               proceeding at law or in equity or by or before any
               governmental instrumentality or other agency now
               pending, or, to the knowledge of the Borrower and
               Lakeshore threatened against or affecting Borrower
               and/or Lakeshore, or any properties or rights of
               Borrower and/or Lakeshore, which, if adversely
               determined, would materially adversely affect the
               financial or any other condition of Borrower
               and/or Lakeshore except as set forth in EXHIBIT
               "F" attached hereto.

          f.     TAXES.  Borrower and Lakeshore have filed or
               caused to be filed all federal, state or local tax
               returns which are required to be filed, and has
               paid all taxes as shown on said returns or on any
               assessment received by it, to the extent that such
               taxes have become due, except as otherwise
               permitted by the provisions hereof.

          g.     CONTRACTS OR RESTRICTIONS. In Borrower's and
               Lakeshore's opinions, Borrower and Lakeshore are
               not a party to any agreement or instrument or
               subject to any partnership agreement restrictions
               adversely affecting its business, properties or
               assets, operations or condition (financial or
               otherwise) other than this agreement, other bank
               loan or property partnership agreements that
               contain certain restrictive covenants or other
               agreements entered into in the ordinary course of
               business.

          h.     NO DEFAULT.  No Event of Default (as defined
               herein) has occurred and not been waived under any
               agreement or instrument to which it is a party
               beyond the expiration of any applicable notice and
               cure period, which default if not cured would
               materially and substantially affect the financial
               condition, property or operations of the Borrower
               and/or Lakeshore.  For the purposes of this
               Paragraph 5.8, monetary defaults specifically
               excepted under the provisions of Paragraph 8.2
               (which excludes non-recourse debt) below shall not
               be deemed material defaults.

          i.     PATENTS AND TRADEMARKS.  Borrower and Lakeshore
               possess all necessary patents, trademarks, trade
               names, copyrights, and licenses necessary to the
               conduct of its businesses.

          j.     ERISA.  To the best of Borrower's and
               Lakeshore's knowledge and belief, Borrower is in
               compliance with all applicable provisions of the
               Employees Retirement Income Security Act of 1974
               ("ERISA") and all other laws, state or federal,
               applicable to any employees' retirement plan
               maintained or established by it.

          k.     HAZARDOUS SUBSTANCES.  No Hazardous Substances
               are unlawfully located on or have been unlawfully
               stored, processed or disposed of on or unlawfully
               released or discharged (including ground water
               contamination) from any property owned by Borrower
               and/or Lakeshore which is encumbered by the CBL
               Mortgage and no above or underground storage tanks
               exist unlawfully on such property.  No private or
               governmental lien or judicial or administrative
               notice or action related to Hazardous Substances
               or other environmental matters has been filed
               against any property which, if adversely
               determined, would materially adversely affect the
               business, operations or the financial condition of
               Borrower and/or Lakeshore except as set forth in
               EXHIBIT "F" attached hereto.

          l.        OWNERSHIP OF BORROWER.  As of the date
               hereof, CBL Properties, Inc. owns an approximate
               60% general partnership interest in the Borrower.
               As of the date hereof, CBL & Associates, Inc. and
               its affiliates, officers and key employees owns an
               approximate 40% limited partnership interest in
               the Borrower.  As of the date hereof, CBL
               Management, Inc. owns an approximate ____%
               _________________ partnership interest in the
               Borrower.  The Borrower has no other general
               partners.  As of the date hereof the Borrower owns
               100% of the partnership interests in Lakeshore.

     5.13 OUTSTANDING BALANCE ON LAKESHORE NOTE.  As of the date
hereof, the outstanding unpaid principal balance of the Lakeshore
Note is $18,000,000.00 and the undisbursed amount of the
Lakeshore Note is $2,400,000.00 and no defenses or offsets exist
against the holder of the Lakeshore Note or otherwise.

SECTION 6.     :  AFFIRMATIVE COVENANTS OF BORROWER AND LAKESHORE

     Borrower and Lakeshore covenant and agree that from the date
hereof and until payment in full of the principal of and interest
on indebtednesses evidenced by the Note and the Lakeshore Note,
unless the Bank shall otherwise consent in writing, such consent
to be at the discretion of the Bank, Borrower and Lakeshore will:

          a.     BUSINESS AND EXISTENCE.  Perform all things
               necessary to preserve and keep in full force and
               effect its existence, rights and franchises,
               comply with all laws applicable to it and continue
               to conduct and operate its business in a sound and
               prudent manner.

          b.     MAINTAIN PROPERTY.  Maintain, preserve, and
               protect all leases, franchises, and trade names
               and preserve all of its properties used or useful
               in the conduct of its business in a sound and
               prudent manner, keep the same in good repair,
               working order and condition, ordinary wear and
               tear excepted, and from time to time make, or
               cause to be made, all needed and proper repairs,
               renewals, replacements, betterments and
               improvements thereto so that the business carried
               on in connection therewith may be properly
               conducted at all times.

          c.     INSURANCE.    With respect to all of the
               Property which serves as collateral for the Loan,
               at all times maintain in some company or companies
               (having a Best's rating of A:XI or better)
               approved by Bank:

               (1)    Comprehensive public liability insurance
                    covering claims for bodily injury, death, and
                    property damage, with minimum limits
                    satisfactory to the Bank, but in any event
                    not less than those amounts customarily
                    maintained by companies in the same or
                    substantially similar business;

               (2)    Business interruption insurance and/or loss
                    of rents insurance in a minimum amount
                    specified by Bank, with loss payable clause
                    in favor of Bank;

               (3)    Hazard insurance insuring Borrower's and
                    Lakeshore's property and assets against loss
                    by fire (with extended coverage) and against
                    such other hazards and perils (including but
                    not limited to loss by windstorm, hail,
                    explosion, riot, aircraft, smoke, vandalism,
                    malicious mischief and vehicle damage) as
                    Bank, in its sole discretion, shall from time
                    to time require, all such insurance to be
                    issued in such form, with such deductible
                    provision, and for such amount as shall be
                    satisfactory to Bank, with loss payable
                    clause in favor of Bank.  The Bank is hereby
                    authorized and empowered, at its option, to
                    adjust or compromise any loss under any such
                    insurance policies and to collect and receive
                    the proceeds from any such policy or policies
                    as provided in the CBL Mortgage; and

               (4)    Such other insurance as the Bank may, from
                    time to time, reasonably require by notice in
                    writing to the Borrower and/or to Lakeshore.

          i.     All required insurance policies shall provide
               for not less than thirty (30) days' prior written
               notice to the Bank of any cancellation,
               termination, or material amendment thereto; and in
               all such liability insurance policies, Bank shall
               be named as an additional insured.  Each such
               policy shall, in addition, provide that there
               shall be no recourse against the Bank for payment
               of premiums or other amounts with respect thereto.
               Hazard insurance policies shall contain the
               agreement of the insurer that any loss thereunder
               shall be payable to the Bank notwithstanding any
               action, inaction or breach of representation or
               warranty by the Borrower and/or Lakeshore.  The
               Borrower and Lakeshore will deliver to Bank
               original or duplicate policies of such insurance,
               or satisfactory certificates of insurance, and, as
               often as Bank may reasonably request, a report of
               a reputable insurance broker with respect to such
               insurance.  Any insurance proceeds received by
               Bank shall be applied upon the indebtednesses,
               liabilities, and obligations of the Borrower to
               the Bank (whether matured or unmatured) or, at
               Bank's option, released to the Borrower or
               Lakeshore, as the case might be.

          d.     OBLIGATIONS, TAXES AND LIENS.  Pay all of its
               indebtednesses and obligations in accordance with
               normal terms and practices of its business and pay
               and discharge or cause to be paid and discharged
               all taxes, assessments, and governmental charges
               or levies imposed upon it or upon any of its
               income and profits, or upon any of its properties,
               real, personal or mixed, or upon any part thereof,
               before the same shall become in default, as well
               as all lawful claims for labor, materials, and
               supplies which otherwise, if unpaid, might become
               a lien or charge upon such properties or any part
               thereof; provided, however, that the Borrower
               shall not be required to pay and discharge or to
               cause to be paid and discharged any such
               indebtedness, obligation, tax, assessment, trade
               payable, charge, levy or claim so long as the
               validity thereof shall be contested in good faith
               by appropriate proceedings satisfactory to Bank,
               and Bank shall be furnished, if Bank shall so
               request, bond or other security protecting it
               against loss in the event that such contest should
               be adversely determined.  In addition, Borrower
               and Lakeshore shall immediately pay, upon the
               request of the Bank, all mortgage and/or
               intangible taxes and/or penalties payable to
               government officials with respect to any CBL
               Mortgage and/or the Note or, if Bank has elected
               to pay same, Borrower shall immediately reimburse
               Bank therefor upon the request of the Bank;
               provided, however Borrower shall not be required
               to pay or reimburse so long as Borrower is
               contesting the tax and/or penalties in good faith
               and through continuous and appropriate
               proceedings.

          e.     FINANCIAL REPORTS AND OTHER DATA.  Furnish to
               the Bank as soon as available and in any event
               within ninety (90) days after the end of each
               fiscal year of Borrower and Lakeshore,
               respectively, an unqualified audit as of the close
               of such fiscal year of Borrower and Lakeshore,
               including a balance sheet and statement of income
               and surplus of Borrower and Lakeshore together
               with the unqualified audit report and opinion of
               Arthur Andersen Company, Certified Public
               Accountant, or other independent Certified Public
               Accountant which is widely recognized and of good
               national repute or which is otherwise acceptable
               to the Bank, showing the financial condition of
               Borrower at the close of such year and the results
               of operations during such year; and, within forty-
               five (45) days after the end of each fiscal
               quarter, (i) financial statements similar to those
               described above for Borrower and for CBL
               Properties, Inc., not audited but certified by the
               Chief Financial Officer or Controller of Borrower
               and CBL Properties, Inc., as the case may be, such
               balance sheets to be as of the end of such quarter
               and such statements of income and surplus to be
               for the period from the beginning of said year to
               the end of such quarter, in each case subject only
               to audit and year-end adjustment and the
               preparation of required footnotes; and (ii) a
               Non-Default Certificate in the form prescribed on
               EXHIBIT "E" Attached hereto and made a part
               hereof; and, within thirty (30) days after the end
               of each fiscal quarter, rent rolls and operating
               statements related to the properties described in
               the CBL Mortgage.
          f.     ADDITIONAL INFORMATION.  Furnish such other
               information regarding the operations, business
               affairs and financial condition of the Borrower
               and/or Lakeshore as Bank may reasonably request,
               including but not limited to written confirmation
               of requests for loan advances, true and exact
               copies of its books of account and tax returns,
               and all information furnished to the owners of its
               partnership interests, or any governmental
               authority, and permit the copying of the same and
               Bank agrees that all such information shall be
               maintained in strict confidence.  Provided,
               however, the Borrower and Lakeshore shall not be
               required to divulge the terms of other financing
               arrangements with other lending institutions if
               and to the extent Borrower and/or Lakeshore is
               prohibited by contractual agreement with such
               lending institutions from disclosing such
               information with the exception that Borrower and
               Lakeshore shall promptly notify Bank in writing of
               all defaults, if any, which exist beyond any
               applicable cure periods and the nature thereof,
               which occur in connection with such financing
               arrangements and which defaults would constitute
               an Event of Default hereunder.  Borrower and
               Lakeshore shall not enter into any such
               contractual arrangement whereby the Borrower or
               Lakeshore is prohibited from disclosing such
               financial arrangements, without providing Bank
               with written notice of the nature of such
               prohibitions.  In addition, Borrower and Lakeshore
               shall not enter into any such arrangement while
               any Event of Default hereunder exists beyond any
               applicable cure periods.

          g.     RIGHT OF INSPECTION.  Permit any person
               designated by the Bank, at the Bank's expense, to
               visit and inspect any of the properties, books and
               financial reports of the Borrower and Lakeshore
               and to discuss its affairs, finances and accounts
               with its principal officers, at all such
               reasonable times and as often as a Bank may
               reasonably request provided that such inspection
               shall not unreasonably interfere with the
               operation and conduct of Borrower's and/or
               Lakeshore's properties and business affairs and
               provided further that such person shall disclose
               such information only to the Bank, the Bank's
               appraisers and examiners as required by banking
               laws, rules and regulations.

          h.     ENVIRONMENTAL LAWS.  Maintain at all times all
               of Borrower's and Lakeshore's property described
               in the CBL Mortgage in compliance with all
               applicable Environmental Laws, and immediately
               notify the Bank of any notice, action, lien or
               other similar action alleging either the location
               of any Hazardous Substances or the violation of
               any Environmental Laws with respect to any of such
               properties.

          i.     NOTICE OF ADVERSE CHANGE IN ASSETS.  At the time
               of Borrower's and/or Lakeshore's first knowledge
               or notice, immediately notify the Bank of any
               information that may adversely affect in any
               material manner the properties of the Borrower
               and/pr Lakeshore which are subject to the CBL
               Mortgage.

          j.     MINIMUM NET WORTH.  Borrower shall not permit
               Net Worth at any time to be less than an amount
               equal to $410,000,000.00 plus ninety percent (90%)
               of the net proceeds or value (whether cash,
               property or otherwise) received by CBL Properties,
               Inc. or Borrower from any issuance after the
               effective date of this Loan Agreement of any
               shares of Capital Stock of CBL Properties, Inc.,
               any operating partnership units of Borrower or any
               shares of Capital Stock or other equity interest
               in any Subsidiary of Borrower.

          k.     TOTAL OBLIGATIONS TO CAPITALIZED VALUE.
               Maintain at all times beginning on the Closing
               Date, a ratio of Total Obligations to Capitalized
               Value of not more than .60 to 1.00.

          l.     APPRAISALS.  Deliver to the Bank upon the Bank's
               request but, for each property, no more frequently
               than once per every eighteen (18) month period,
               reappraisals of the property or properties
               described in the CBL Mortgage.

     6.13  INTEREST COVERAGE RATIO.  Borrower shall not permit,
as of the last day of any fiscal quarter, the Interest Coverage
Ratio to be less than 2.00 to 1.00.

     6.14  DEBT COVERAGE RATIO.  Borrower shall not permit, as of
the last day of any fiscal quarter of Borrower, the Debt Coverage
Ratio to be less than 1.75 to 1.00.

     6.15  AGREEMENTS REGARDING LAKESHORE NOTE AND LAKESHORE
MORTGAGE. So long as no Event of Default then exists or with
notice or lapse of time would exist, upon the request of the
Borrower, but in the Bank's discretion, the Bank shall sell to
the Borrower and/or the Borrower's designated subsidiary, the
Lakeshore Note and/or the Lakeshore Mortgage for the balance due
under the Lakeshore Note (the "Lakeshore Principal Balance") plus
accrued interest.

 SECTION 7.    :  NEGATIVE COVENANTS OF BORROWER AND LAKESHORE

     Borrower and Lakeshore covenant and agree that at all times
from and after the Closing Date, unless the Bank shall otherwise
consent in writing, such consent to be at the discretion of the
Bank, Borrower and Lakeshore will not, either directly or
indirectly:

          a.     INDEBTEDNESS.  Incur, create, assume or permit
               to exist any indebtedness or liability, secured by
               any of the properties described in the CBL
               Mortgage, (except with respect to the Borrower
               only) for indebtedness, which is subordinate in
               all respects to the indebtedness evidenced by the
               Note, which indebtedness does not exceed Two
               Hundred Fifty Thousand Dollars ($250,000.00) in
               the aggregate per property and is used for
               renovation of the property or properties described
               in the CBL Mortgage.

          b.     MORTGAGES, LIENS, ETC.  Create, assume or suffer
               to exist any mortgage, pledge, lien, charge or
               other encumbrance of any nature whatsoever on any
               of the properties subject to the CBL Mortgage
               except:
          i.     Liens in favor of the Bank securing payment of
               the Note and/or the Lakeshore Note;

          ii.    Existing liens securing indebtednesses permitted
               under Section 7.1 above;

          iii.   Permitted Encumbrances (as defined at
               Section 1); and

          iv.       Liens securing indebtedness permitted under
               Section 7.1 above.

          c.     SALE OF ASSETS.  Sell, lease, convert, transfer
               or dispose (other than in the normal course of
               business) of all or a substantial part of its
               assets for less than book value or fair market
               consideration without the Bank's prior written
               consent; provided, however, while the Revolving
               Credit Loan is outstanding, the Borrower and
               Lakeshore may not sell in a single transaction or
               related series of transactions properties whose
               GAAP base value exceeds twenty percent (20%) of
               the GAAP book value of the Borrower's assets,
               without the Bank's approval or review.  All
               transfers, whether or not the Bank's approval
               shall be required as set forth above, shall be
               reported to the Bank.

          d.     CONSOLIDATION OR MERGER; ACQUISITION OF ASSETS.
               Enter into any transaction of merger or
               consolidation, acquire any other business or
               corporation, or acquire all or substantially all
               of the property or assets of any other Person
               unless the Borrower and/or its general partner
               shall be the surviving entities.

          e.     PARTNERSHIP DISTRIBUTIONS AND OTHER PAYMENTS.
               Except as hereinafter provided, declare or pay, or
               set apart any funds for the payment of, any
               distributions on any partnership interest in
               Borrower and/or Lakeshore, or apply any of its
               funds, properties, or assets to or set apart any
               funds, properties or assets for, the purchase or
               other retirement of or make any other distribution
               (whether by reduction of partnership capital or
               otherwise) in respect of, any partnership interest
               in Borrower and/or Lakeshore; or without the
               consent of Bank, pay any fee or other compensation
               of any nature to or for the benefit of CBL &
               Associates, Inc. and/or CBL Properties, Inc.
               and/or their affiliates, officers or key employees
               (the "Distributees").  Notwithstanding anything
               stated in the foregoing to the contrary, (a)
               Borrower may pay to such Distributees and its
               other partners quarterly distributions so long as
               such distributions do not exceed in the aggregate
               95% of Funds from Operations and (b) Borrower may
               pay any fee or other reasonable compensation of
               any nature to or for the benefit of (i) CBL
               Management, Inc., or (ii) any other Distributee,
               which payment has been made in the ordinary course
               of business and approved by the independent
               directors of CBL Properties, Inc.  Borrower may
               make a distribution from Loan proceeds but only
               once during any rolling twelve (12) month period
               and provided Borrower is not in default hereunder
               and such distribution will not create a default
               hereunder.

          f.     LOANS TO OFFICERS AND EMPLOYEES.  Permit or
               allow loans to officers and employees of Borrower
               or holders of partnership interests in Borrower to
               exceed $500,000.00 in any one instance or
               $2,000,000.00 in the aggregate, provided that
               nothing in the foregoing shall be deemed to limit
               loans made in the ordinary course of business to
               CBL Properties Management, Inc.

          g.     LIMITATIONS ON FLOATING RATE INDEBTEDNESS.
               Incur, assume or suffer to exist any outstanding
               indebtedness bearing interest at a variable rate
               that fluctuates during the scheduled life of such
               indebtedness (other than indebtedness under
               Reserved Construction Loans, as that term is
               defined hereinafter) in an aggregate principal
               amount in excess of $175,000,000.00 at any one
               time outstanding unless Borrower has obtained an
               interest rate swap, cap or collar agreement or
               similar arrangement with a recognized investment
               grade financial institution which prevents the
               all-in effective interest rate payable by Borrower
               with respect to the principal amount of such
               indebtedness in excess of $175,000,000.00
               (including base rate, applicable margin and
               reserve and similar costs) from increasing above
               the rate set forth below with respect to such
               indebtedness:

        PRINCIPAL AMOUNT IN
     EXCESS OF $175,000,000.00                   INTEREST RATE
     --------------------------                 --------------
          Less than or equal
          to $50,000,000.00                            8.5%

          Greater than
          $50,000,000.00 and
          less than or equal
          to $100,000,000.00                           8.0%

          Greater than
          $100,000,000.00 and
          less than or equal
          to $150,000,000.00                           7.5%

          Greater than
          $150,000,000.00                              7.0%

          For purposes of this Loan Agreement, "Reserved
Construction Loan" shall mean a construction loan extended to
Borrower or Lakeshore or to a subsidiary of Borrower for the
construction of a project in respect to which (a) neither any
monetary or material non-monetary default nor any event of
default exists; (b) interest on such loan has been budgeted to
accrue at a rate of not less than the Base Rate plus two percent
(2%) at the time the interest reserve account is established; (c)
the amount of such budgeted interest has been (i) included in the
principal amount of such loan and (ii) segregated into an
interest reserve account (which shall include any arrangement
whereby loan proceeds equal to such budgeted interest are
reserved and only disbursed to make interest payments with
respect to such loan); (d) absent an event of default or a
monetary or material non-monetary default, such interest can be
paid out of such interest reserve account only for the purpose of
making interest payments on such loan; (e) the amount held in
such interest reserve account with respect to such loan, together
with the net income, if any, from such project projected by the
Bank in its reasonable judgment, will be sufficient, as
reasonably determined by the Bank from time to time, to pay all
interest expense on such loan until the date that the earnings
before income, taxes, depreciation and amortization of the
project being financed by such loan is anticipated to be
sufficient to pay all interest expense on such loan; and (f)
Borrower has delivered all certificates required by this Loan
Agreement.

          h.     LIMITATIONS ON ACTIONS AGAINST BANK AND
               PARTICIPANTS.  Take any action against:

     (a)  Bank, if any Participant fails or refuses to fund for
the account of Borrower and/or Lakeshore or to Bank for the
benefit of Borrower and/or Lakeshore, such Participant's
respective Proportionate Share and such failure or refusal has
not been caused by Bank's breach of this Loan Agreement; or

     (b)  any Participant, if Bank fails or refuses to fund for
the account of Borrower and/or Lakeshore any Participant's
Proportionate Share, to the extent such Participant's
Proportionate Share has been received by Bank; or

     (c)  any Participant, if Bank fails or refuses to fund for
the account of Borrower and/or Lakeshore Bank's Proportionate
Share and such failure has not been caused by such Participant's
breach of this Loan Agreement or the Participation Agreement.
Borrower's and Lakeshore's cause of action under this Loan
Agreement, if any, for failure to fund being directly against the
lender which fails or refuses to fund, and then only if such
failure or refusal to fund would constitute a breach of this Loan
Agreement.

          i.        INVESTMENT CONCENTRATION.  (a) Borrower shall
               not make, and shall not permit any of its
               Subsidiaries to make, any Investment in the
               following items which would cause the value of
               such holdings of Borrower and/or to exceed the
               following percentages of Borrower's Net Worth:

               (1)    raw land, such that the aggregate book
                    value of all such raw land (other than:  (A)
                    raw land subject to a ground lease under
                    which Borrower is the landlord and a Person
                    not an Affiliate of Borrower is the tenant;
                    (B) land on which the development of a
                    Project has commenced; (C) land subject to a
                    binding contract of sale under which Borrower
                    one of its Subsidiaries is the seller, the
                    buyer is not an Affiliate of Borrower and (D)
                    out-parcels held for lease or sale) exceeds
                    ten percent (10%) of Net Worth;

               (2)    developed real estate used primarily for
                    non-retail purposes, such that the aggregate
                    book value of such real estate (other than
                    the real estate located at 6148 Lee Highway,
                    Chattanooga, Tennessee) exceeds ten percent
                    (10%) of Net Worth;

               (3)    Capital Stock of any Person, such that the
                    aggregate value of such Capital Stock in
                    Unconsolidated Affiliates other than CBL
                    Management, Inc., calculated on the basis of
                    the lower of cost or market, exceeds ten
                    percent (10%) of Net Worth;

               (4)       Mortgages, such that the aggregate
                    principal amount secured by Mortgages
                    acquired by Borrower after the Effective Date
                    exceeds ten percent (10%) of Net Worth;

               (5)       Investments made after the date hereof
                    in partnerships, joint ventures and other
                    non-corporate Persons accounted for an equity
                    basis (determined in accordance with GAAP),
                    such that the aggregate outstanding amount of
                    such Investments (other than Investments in
                    partnerships in which (A) Borrower is the
                    sole general partner and the only limited
                    partners are either (I) the Person from whom
                    the real estate owned by such partnership was
                    purchased, and such Person's successors and
                    assigns or (II) a Person operating stores
                    which anchor the development constructed or
                    to be constructed by such partnership or (B)
                    Borrower owns not less than ninety percent
                    (90%) of the partnership interests and has
                    the unilateral right to make all operational
                    and strategic decisions) exceeds ten percent
                    (10%) of Net Worth.

     (b)  Neither Borrower nor any of its Subsidiaries shall
acquire the business of all or substantially all of the assets or
stock of any Person, or any division of any Person, whether
through Investment, purchase of assets, merger or otherwise;
provided that Borrower or its Subsidiaries may make such an
acquisition so long as Borrower has delivered to Agent, not less
than thirty (30) days prior to the date such acquisition is
consummated, (i) all information related to such acquisition as
is reasonably requested by the Agent and (ii) a certificate,
signed by the chief financial officer of Borrower, certifying
that, giving effect to such acquisition, there shall not exist
any Default or Event of Default hereunder and setting forth in
reasonable detail the calculations setting forth, on a pro forma
basis giving effect such acquisition, Borrower's compliance with
Sections 6.8, 6.11, 6.12, 6.13, 6.14, 6.15, 6.17 or 6.18 of the
loan documents which exist between Borrower and Agent.

SECTION 8.     :  EVENTS OF DEFAULT

     An "Event of Default" shall exist if any of the following
shall occur:

          a.     PAYMENT OF PRINCIPAL, INTEREST TO BANK.  The
               Borrower and/or Lakeshore defaults in the payment
               as and when due of principal or interest on any
               Note or the Lakeshore Note or any fees due under
               this Loan Agreement which default shall continue
               for more than ten (10) days following mailing of
               notice from Bank to Borrower and/or Lakeshore
               thereof; or the Borrower and/or Lakeshore defaults
               in the payment when due of any other recourse
               indebtednesses, liabilities, or obligations to the
               Bank beyond the expiration of any applicable
               notice and cure period, whether now existing or
               hereafter created or arising; direct or indirect,
               absolute or contingent; or

          b.     PAYMENT OF OBLIGATIONS TO OTHERS.  The Borrower
               and/or Lakeshore defaults in the payment as and
               when due of any other indebtedness or obligation
               but only if:  (a) such indebtedness or obligation
               is with recourse to the Borrower and/or Lakeshore;
               and (b) the effect of such default is to
               accelerate the maturity of such indebtedness or
               obligation, or the effect of such default is to
               permit the holder thereof to cause such
               indebtedness or obligation to become due prior to
               its stated maturity; and (c) the default is not
               cured within the applicable cure period, if any,
               or subsequently waived by the lender to whom
               payment is owed.  Provided, however, even if such
               indebtedness or obligation is with recourse to the
               Borrower and/or Lakeshore, the Borrower and
               Lakeshore will not be considered in default
               hereunder if the default is either:  (a) a
               monetary default which does not exceed One Million
               Dollars ($1,000,000.00) and is not a failure to
               pay a normal monthly, quarterly or other periodic
               principal or interest installment due; or, (b) is
               being contested by the Borrower and/or Lakeshore
               in good faith through appropriate proceedings
               acceptable to Bank; or

          c.        PERFORMANCE OF OBLIGATIONS TO BANK.  The
               Borrower and/or Lakeshore defaults with respect to
               the performance of any non-monetary obligation
               incurred in connection with the Loan other than
               its obligations under Section 7.8 hereof and such
               default continues for more thirty (30) days
               following mailing of notice thereof from Bank to
               Borrower and/or Lakeshore, or, if such default is
               incapable of cure within such thirty (30) day
               period, Borrower and/or Lakeshore fails to
               diligently, continuously and in good faith pursue
               such cure to completion; or the Borrower and/or
               Lakeshore defaults with respect to the performance
               of any other non-monetary obligation incurred in
               connection with any recourse indebtedness for
               borrowed money owed to the Bank an such default
               continues for more thirty (30) days following
               mailing of notice thereof from Bank to Borrower
               and/or Lakeshore, as the case may be, or, if such
               default is incapable of cure within such thirty
               (30) day period, Borrower and/or Lakeshore fails
               to diligently, continuously and in good faith
               pursue such cure to completion; or

          d.        PERFORMANCE OF OBLIGATIONS TO OTHERS.  An
               event of default occurs with respect to the
               performance of non-monetary obligations incurred
               in connection with any recourse indebtedness for
               borrowed money owed to a lender other than Bank,
               if the default even if subsequently waived by the
               Lender is considered a material default by the
               Bank and if the default is not cured within the
               applicable cure period provided by the lender to
               whom such performance is owed; provided, however,
               if the indebtedness is in an amount less that
               $1,000,000.00, or if the lender's declaration of
               default is being continuously and diligently
               contested by the Borrower and/or Lakeshore in good
               faith through appropriate proceedings, such
               default shall not constitute a default hereunder;
               or

          e.     REPRESENTATION OR WARRANTY.  Any representation
               or warranty made by the Borrower and/or Lakeshore
               herein, or in any report, certificate, financial
               statement or other writing furnished in connection
               with or pursuant to this Loan Agreement shall
               prove to be false, misleading or incomplete in any
               substantial material respect on the date as of
               which made; or

          f.     BANKRUPTCY, ETC.  The Borrower or Lakeshore or
               CBL Properties, Inc. shall make a general
               assignment of assets for the benefit of creditors,
               file a petition in bankruptcy, petition or apply
               to any tribunal for the appointment of a
               custodian, receiver or any trustee for it or a
               substantial part of its assets, or shall commence
               on its or their behalf any proceeding under any
               bankruptcy, reorganization, arrangement,
               readjustment of debt, dissolution or liquidation
               law or statute of any jurisdiction, whether now or
               hereafter in effect; or if there shall have been
               filed any such petition or application, or any
               such proceeding shall have been commenced against
               Borrower or Lakeshore or CBL Properties, Inc., in
               which an order for relief is entered against
               Borrower or CBL Properties, Inc. or which remains
               undismissed for a period of ninety (90) days or
               more; or Borrower or Lakeshore or CBL Properties,
               Inc. by any act or omission shall indicate its
               consent to, approval of or acquiescence in any
               such petition, application or proceeding or order
               for relief or the appointment of a custodian,
               receiver or any trustee for it or any substantial
               part of any of its properties, or shall suffer any
               such custodianship, receivership or trusteeship to
               continue undischarged for a period of ninety (90)
               days or more; or Borrower or Lakeshore or CBL
               Properties, Inc. shall generally not pay its debts
               as such debts become due; or

          g.     CONCEALMENT OF PROPERTY, ETC.  The Borrower or
               Lakeshore or CBL Properties, Inc. shall have
               concealed, removed, or permitted to be concealed
               or removed, any part of its property, with intent
               to hinder, delay or defraud its or his creditors
               or any of them, or made or suffered a transfer of
               any of its property which shall constitute a
               fraudulent act under any bankruptcy, fraudulent
               conveyance or similar law; or shall have made any
               transfer of its property to or for the benefit of
               a creditor at a time when other creditors
               similarly situated have not been paid; or shall
               have suffered or permitted, while insolvent, any
               creditor to obtain a lien upon any of its property
               through legal proceedings or distraint which is
               not vacated within thirty (30) days from the date
               thereof; or

          h.     MANAGEMENT CHANGE.  Management of the Borrower
               shall, for a period of one hundred eighty (180)
               consecutive days, cease to be in at least one of
               the following persons:  (a) Charles B. Lebovitz,
               (b) John N. Foy, (c) Jay Wiston, or (d) Stephen D.
               Lebovitz, who shall be in an executive management
               position with Borrower or who shall be a senior
               vice president, executive vice president, senior
               executive vice president or president with
               Borrower's general partner; or

          i.     CHANGE IN OWNERSHIP.  CBL & Associates, Inc.,
               its affiliates, officers and key employees shall
               have, through sale or transfer, reduced their
               aggregate partnership interest in Borrower (which,
               for this purpose, shall include a proportionate
               share of CBL Properties, Inc.'s partnership
               interest in Borrower equal to their proportionate
               shareholding in CBL Properties, Inc.) to less than
               50% of such partnership interests owned by them on
               November 7, 1993.  Provided, however, if the
               change in ownership occurs as a result of actions
               taken by Borrower in compliance with Section 2.7
               of this Loan Agreement, no such change of
               ownership shall result in an Event of Default
               hereunder; or

          j.     LOAN DOCUMENTS TERMINATED OR VOID.  This Loan
               Agreement, the Note, or any instrument securing
               the Note shall, at any time after their respective
               execution and delivery and for any reason, cease
               to be in full force and effect or shall be
               declared to be null and void; or the Borrower
               and/or Lakeshore shall deny it has any or further
               liability under this Loan Agreement or the Note,
               respectively; or

          k.     COVENANTS.  The Borrower or Lakeshore or any
               grantor under any CBL Mortgage defaults in the
               performance or observance of any covenant,
               agreement or undertaking on its part to be
               performed or observed, contained herein, in the
               Security Agreement, CBL Mortgage or in any other
               instrument or document which now or hereafter
               evidences or secures all or any part of the loan
               indebtedness which default shall continue for more
               than thirty (30) days following the mailing of
               notice from Bank to Borrower and/or Lakeshore
               and/or such grantor under any CBL Mortgage
               thereof; or

          l.     BREACH OF SECTION 7.8 OF THIS LOAN AGREEMENT.
               The Borrower and/or Lakeshore shall fail to
               observe or perform its obligations to the Bank,
               and/or any Participant under Section 7.8 of this
               Loan Agreement;

          m.     PLACEMENT OF LIENS ON PROPERTY.  The Borrower or
               any other grantor of a CBL Mortgage shall, without
               the prior written consent of the Bank, create,
               place or permit to be created or placed, or
               through any act or failure to act, acquiesce in
               the placing of, or allow to remain, any mortgage,
               deed of trust, pledge, lien (statutory,
               constitutional or contractual), or security
               interest, encumbrance or charge on, or conditional
               sale or other title retention agreement,
               regardless of whether same are expressly
               subordinate to the liens of the CBL Mortgage, with
               respect to the property described in the Lakeshore
               Mortgage or any other CBL Mortgage.

     8.14  REMEDY.  Upon the occurrence of any Event of Default,
as specified herein, the Bank shall, at its option, be relieved
of any obligation to make further Revolving Credit Advances under
this Agreement; and the Bank may at its option record the
Lakeshore Mortgage (New); and the Bank may, at its option,
thereupon declare the entire unpaid principal balances of the
Note of Borrower and the Lakeshore Note, all interest accrued and
unpaid thereon and all other amounts payable under this Loan
Agreement to be immediately due and payable for all purposes, and
may exercise all rights and remedies available to it under the
CBL Mortgage, any other instrument or document which secures the
Note and/or the Lakeshore Note, or available at law or in equity.
All such rights and remedies are cumulative and nonexclusive, and
may be exercised by the Bank concurrently or sequentially, in
such order as the Bank may choose.

SECTION 9.     :  MISCELLANEOUS

          a.     AMENDMENTS.  The provisions of this Loan
               Agreement, the Note or the Lakeshore Note or any
               instrument or document executed pursuant hereto or
               securing the indebtednesses may be amended or
               modified only by an instrument in writing signed
               by the parties hereto.

          b.     NOTICES.  All notices and other communications
               provided for hereunder shall be in writing and
               shall be mailed, certified mail, return receipt
               requested, or delivered, if to the Borrower and/or
               Lakeshore, to it at c/o CBL Properties, Inc., One
               Park Place, 6148 Lee Highway, Chattanooga,
               Tennessee  37421, Attention:  President; if to the
               Bank, to it at 701 Market Street, Chattanooga,
               Tennessee 37402, Attention: Gregory L. Cullum; or
               as to any such person at such other address as
               shall be designated by such person in a written
               notice to the other parties hereto complying as to
               delivery with the terms of this Section 9.2.  All
               such notices and other communications shall be
               effective (i) if mailed, when received or three
               business days after mailing, whichever is earlier;
               or (ii) if delivered, upon delivery and receipt of
               an executed acknowledgment of receipt by the party
               to whom delivery is made.

          c.     NO WAIVER, CUMULATIVE REMEDIES.  No failure to
               exercise and no delay in exercising, on the part
               of the Bank, any right, power or privilege
               hereunder, shall operate as a waiver thereof, nor
               shall any single or partial exercise of any right,
               power or privilege hereunder preclude any other or
               further exercise thereof or the exercise of any
               other right, power or privilege.  Waiver of any
               right, power, or privilege hereunder or under any
               instrument or document now or hereafter securing
               the indebtedness evidenced hereby or under any
               guaranty at any time given with respect thereto is
               a waiver only as to the specified item.  The
               rights and remedies herein provided are cumulative
               and not exclusive of any rights or remedies
               provided by law.

          d.     INDEMNIFICATION.  Borrower and Lakeshore agree
               to indemnify Bank from and against any and all
               claims, losses and liabilities, including, without
               limitation, reasonable attorneys' fees, growing
               out of or resulting from this Agreement
               (including, without limitation, enforcement of
               this Agreement), except claims, losses or
               liabilities resulting solely and directly from
               Bank's gross negligence or willful misconduct or
               from Bank's violation of applicable banking rules
               and regulations.  The indemnification provided for
               in this Section shall survive the payment in full
               of the loan.

          e.     SURVIVAL OF AGREEMENTS.  All agreements,
               representations and warranties made herein shall
               survive the delivery of the Note.  This Loan
               Agreement shall be binding upon, and inure to the
               benefit of, the parties hereto and their
               respective successors and assigns, except that the
               Borrower shall not have the right to assign its
               rights hereunder or any interest therein.

          f.     GOVERNING LAW.  This Loan Agreement shall be
               governed and construed in accordance with the laws
               of the State of Tennessee; except (a) that the
               provisions hereof which relate to the payment of
               interest shall be governed by (i) the laws of the
               United States or, (ii) the laws of the State of
               Tennessee, whichever permits the Bank to charge
               the higher rate, as more particularly set out in
               the Note, and (b) to the extent that the Liens in
               favor of the Bank, the perfection thereof, and the
               rights and remedies of the Bank with respect
               thereto, shall, under mandatory provisions of law,
               be governed by the laws of a state other than
               Tennessee.

          g.     EXECUTION IN COUNTERPARTS.  This Loan Agreement
               may be executed in any number of counterparts,
               each of which when so executed shall be deemed to
               be an original and all of which taken together
               shall constitute but one and the same instrument.

          h.     TERMINOLOGY; SECTION HEADINGS.  All personal
               pronouns used in this Loan Agreement whether used
               in the masculine, feminine, or neuter gender,
               shall include all other genders; the singular
               shall include the plural, and vice versa.  Section
               headings are for convenience only and neither
               limit nor amplify the provisions of this Loan
               Agreement.

          i.     ENFORCEABILITY OF AGREEMENT.  Should any one or
               more of the provisions of this Loan Agreement be
               determined to be illegal or unenforceable, all
               other provisions, nevertheless, shall remain
               effective and binding on the parties hereto.

          j.     INTEREST LIMITATIONS.    The loan and the Note
               evidencing the loan, including any renewals or
               extensions thereof, may provide for the payment of
               any interest rate (i) permissible at the time the
               contract to make the loan is executed,
               (ii) permissible at the time the loan is made or
               any advance thereunder is made, or
               (iii) permissible at the time of any renewal or
               extension of the loan or the Note.

          i.     It is the intention of the Bank and the Borrower
               to comply strictly with applicable usury laws;
               and, accordingly, in no event and upon no
               contingency shall the Bank ever be entitled to
               receive, collect, or apply as interest any
               interest, fees, charges or other payments
               equivalent to interest, in excess of the maximum
               rate which the Bank may lawfully charge under
               applicable statutes and laws from time to time in
               effect; and in the event that the holder of the
               Note ever receives, collects, or applies as
               interest any such excess, such amount which, but
               for this provision, would be excessive interest,
               shall be applied to the reduction of the principal
               amount of the indebtedness thereby evidenced; and
               if the principal amount of the indebtedness
               evidenced thereby, and all lawful interest
               thereon, is paid in full, any remaining excess
               shall forthwith be paid to the Borrower, or other
               party lawfully entitled thereto.  In determining
               whether or not the interest paid or payable, under
               any specific contingency, exceeds the highest rate
               which Bank may lawfully charge under applicable
               law from time to time in effect, the Borrower
               and/or Lakeshore and the Bank shall, to the
               maximum extent permitted under applicable law,
               characterize any non-principal payment as a
               reasonable loan charge, rather than as interest.
               Any provision hereof, or of any other agreement
               between the Bank and the Borrower and/or
               Lakeshore, that operates to bind, obligate, or
               compel the Borrower to pay interest in excess of
               such maximum rate shall be construed to require
               the payment of the maximum rate only.  The
               provisions of this paragraph shall be given
               precedence over any other provision contained
               herein or in any other agreement between the Bank
               and the Borrower and/or Lakeshore that is in
               conflict with the provisions of this paragraph.

     The Note and the Lakeshore Note shall be governed and
construed according to the statutes and laws of the State of
Tennessee from time to time in effect, except to the extent that
Section 85 of Title 12 of the United States Code (or other
applicable federal statue) may permit the charging of a higher
rate of interest than applicable state law, in which event such
applicable federal statute, as amended and supplemented from time
to time shall govern and control the maximum rate of interest
permitted to be charged hereunder; it being intended that, as to
the maximum rate of interest which may be charged, received, and
collected hereunder, those applicable statutes and laws, whether
state or federal, from time to time in effect, which permit the
charging of a higher rate of interest, shall govern and control;
provided, always, however, that in no event and under no
circumstances shall the Borrower and/or Lakeshore be liable for
the payment of interest in excess of the maximum rate permitted
by such applicable law, from time to time in effect.

          k.     NON-CONTROL.  In no event shall the Bank's
               rights hereunder be deemed to indicate that the
               Bank is in control of the business, management or
               properties of the Borrower and/or Lakeshore or has
               power over the daily management functions and
               operating decisions made by the Borrower and/or
               Lakeshore.

          l.     LOAN REVIEW; EXTENSIONS OF TERMINATION DATE;
               CONTINUING SECURITY.    The specific Termination
               Date of Revolving Credit Loan mentioned in Article
               One may be extended for additional periods of one
               (1) year.  On each June 1 hereafter, so long as
               the Loan remains unpaid, Bank shall review the
               performance of the Loan.  If the Bank deems
               performance of the Loan acceptable, it will renew
               the Loan for one (1) year from the then existing
               Termination Date of Revolving Credit Loan.  If
               Bank deems performance of the Loan not acceptable,
               Bank shall not be obligated to extend the
               Termination Date of Revolving Credit Loan;
               however, the Borrower shall then have the right to
               repay the Loan pursuant to the repayment
               provisions contained in the Note.  Assessment of
               performance and the decision whether to extend the
               Termination Date of Revolving Credit Loan shall be
               solely within Bank's discretion. The Bank will not
               deem the performance of the Loan acceptable unless
               and until the Borrower provides to the Bank, among
               other things, updated title commitments with
               respect to all properties covered by any CBL
               Mortgage, which title commitments must be in form
               and substance acceptable to the Bank and must
               contain no exceptions unacceptable to the Bank.
               Bank shall notify Borrower of the results of its
               review of the Loan no later than eleven (11)
               months prior to the then effective Termination
               Date of the Revolving Credit Loan.  If Bank elects
               not to renew the Loan, Bank shall not perform or
               cause to be performed, except at Bank's expense,
               any inspections, appraisals, surveys or similar
               items between:  (a) the date notice thereof is
               given Borrower or the Termination Date, whichever
               first occurs, and (b) the date the Note is repaid
               as provided herein.

          i.     Upon the specific Termination Date of Revolving
               Credit Loan so fixed in Article One, or in the
               event of the extension of this Agreement to a
               subsequent Termination Date (when no effective
               extension is in force), the Revolving Credit Loan
               and all other extensions of credit (unless sooner
               declared to be due and payable by the Bank
               pursuant to the provisions hereof), and subject to
               Borrower's election as set forth in subparagraph
               (a) above, shall become due and payable for all
               purposes.  Until all such indebtednesses,
               liabilities and obligations secured by the CBL
               Mortgage are satisfied in full, such termination
               shall not affect the security interest granted to
               Bank pursuant to the CBL Mortgage, nor the duties,
               covenants, and obligations of the Borrower therein
               and in this Agreement; and all of such duties,
               covenants and obligations shall remain in full
               force and effect until the Revolving Credit Loan
               and all obligations under this Loan Agreement have
               been fully paid and satisfied in all respects.

          m.     FEES AND EXPENSES.  The Borrower agrees to pay,
               or reimburse the Bank for, the reasonable actual
               third party out-of-pocket expenses, including
               counsel fees and fees of any accountants,
               inspectors or other similar experts, as deemed
               necessary by the Bank, incurred by the Bank in
               connection with the development, preparation,
               execution, amendment, recording, (excluding the
               salary and expenses of Bank's employees and Bank's
               normal and usual overhead expenses) or enforcement
               of, or the preservation of any rights under this
               Loan Agreement, the Notes, and any instrument or
               document now or hereafter securing the and
               Revolving Credit Loan indebtednesses.

          n.     TIME OF ESSENCE.  Time is of the essence of this
               Loan Agreement, the Note, and the other
               instruments and documents executed and delivered
               in connection herewith.

          o.     COMPROMISES, RELEASES, ETC.  Bank is hereby
               authorized from time to time, without notice to
               anyone, to make any sales, pledges, surrenders,
               compromises, settlements, releases, indulgences,
               alterations, substitutions, exchanges, changes in,
               modifications, or other dispositions including,
               without limitation, cancellations, of all or any
               part of the Loan indebtedness, or of any contract
               or instrument evidencing any thereof, or of any
               security or collateral therefor, and/or to take
               any security for or guaranties upon any of said
               indebtedness; and the liability of any guarantor,
               if any, shall not be in any manner affected,
               diminished, or impaired thereby, or by any lack of
               diligence, failure, neglect, or omission on the
               part of Bank to make any demand or protest, or
               give any notice of dishonor or default, or to
               realize upon or protect any of said indebtedness
               or any collateral or security therefor.  Bank
               shall have the right to apply such payments and
               credits first to the payment of all its expenses,
               including costs and reasonable attorneys' fees,
               then to interest due under the Note and then to
               principal due under the Note.  Bank shall be under
               no obligation, at any time, to first resort to,
               make demand on, file a claim against, or exhaust
               its remedies against the Borrower and/or
               Lakeshore, or its property or estate, or to resort
               to or exhaust its remedies against any collateral,
               security, property, liens, or other rights
               whatsoever.  Upon the occurrence of an Event of
               Default, it is expressly agreed that Bank may at
               any time make demand for payment on, or bring suit
               against, the Borrower and/or Lakeshore and any
               guarantor, jointly or severally and may compromise
               with any of them for such sums or on such terms as
               it may see fit, and without notice or consent, the
               same being hereby expressly waived.

          p.     JOINDER OF CBL PROPERTIES, INC.  CBL Properties,
               Inc. joins herein for the purpose of acknowledging
               and consenting to the terms and provisions of
               Section 2.7 hereof.

          q.     BANK'S CONSENT.  Except as otherwise expressly
               provided herein, in any instance hereunder where
               Bank's approval or consent is required or the
               exercise of its judgment is required, the granting
               or denial of such approval or consent and the
               exercise of such judgment shall be within the sole
               discretion of Bank, and Bank shall not, for any
               reason or to any extent, be required to grant such
               approval or consent or exercise such judgment
               provided that the Bank shall proceed at all times
               in good faith and in a commercially reasonable
               manner.  Bank may consult with counsel, and the
               written advice or opinion of such counsel shall be
               full and complete authorization and protection in
               respect of any action taken, suffered or omitted
               by it hereunder in good faith and in reliance
               thereon.

          r.     VENUE OF ACTIONS.  As an integral part of the
               consideration for the making of the loan, it is
               expressly understood and agreed that no suit or
               action shall be commenced by the Borrower,
               Lakeshore, CBL Properties, Inc., by any guarantor,
               or by any successor, personal representative or
               assignee of any of them, with respect to the loan
               contemplated hereby, or with respect to this Loan
               Agreement or any other document or instrument
               which now or hereafter evidences or secures all or
               any part of the loan indebtedness, other than in a
               state court of competent jurisdiction in and for
               the County of the State in which the principal
               place of business of the Bank is situated, or in
               the United States District Court for the District
               in which the principal place of business of the
               Bank is situated, and not elsewhere.  Nothing in
               this paragraph contained shall prohibit Bank from
               instituting suit in any court of competent
               jurisdiction for the enforcement of its rights
               hereunder or in any other document or instrument
               which evidences or secures the loan indebtedness.

          s.     WAIVER OF RIGHT TO TRIAL BY JURY.  EACH PARTY TO
               THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT
               TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
               CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT
               OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
               EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR
               (b) IN ANY WAY CONNECTED WITH OR RELATED OR
               INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
               OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR
               ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
               EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR
               THE TRANSACTIONS RELATED HERETO OR THERETO, IN
               EACH CASE WHETHER NOW EXISTING OR HEREAFTER
               ARISING; AND EACH PARTY HEREBY AGREES AND CONSENTS
               THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
               ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
               JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
               FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
               SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
               CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
               THEIR RIGHT TO TRIAL BY JURY.

          t.     CONFLICT.  In the event of any conflict between
               the provisions hereof and any other loan document
               during the continuance of this Agreement
               (including but not limited to the Construction
               Loan Agreement and any other documents received by
               the Bank via assignment in connection with the
               Lakeshore Mall), the provisions of this Agreement
               shall control.

          u.     PARTICIPATION AGREEMENT.  The Borrower and
               Lakeshore acknowledge that the Participation
               Agreement exists and that the Bank is obligated,
               subject to the terms and conditions hereof, to
               fund Eighty Million Dollars ($80,000,000.00) to
               the Borrower but that of that amount KeyBank
               National Association, formerly Society National
               Bank and AmSouth Bank are obligated, subject to
               the terms and conditions of the Participation
               Agreement, to fund Twenty Two Million Five Hundred
               Thousand Dollars ($22,500,000.00) each to the Bank
               and PNC Bank, Kentucky, Inc. is obligated, subject
               to the terms and conditions of the Participation
               Agreement, to fund Twelve Million Five Hundred
               Thousand and NO/100 Dollars ($12,500,000.00) to
               the Bank.

<PAGE>
     IN WITNESS WHEREOF, the Borrower, Lakeshore, the Bank and
CBL Properties, Inc. have caused this Agreement to be executed by
their duly authorized officers and/or partner, all as of the day
and year first above written.
                              CBL & ASSOCIATES LIMITED
                              PARTNERSHIP

                              BY:  CBL & ASSOCIATES PROPERTIES,
                                   INC., Its Sole General Partner

                              By:________________________________
                                       John N. Foy
                              Title:___Executive Vice President_______
                                                         BORROWER

                              LAKESHORE/SEBRING LIMITED
                              PARTNERSHIP
                              BY: CBL & ASSOCIATES LIMITED
               PARTNERSHIP, its sole General
            Partner
                              BY: CBL & ASSOCIATES PROPERTIES,
                        INC., its sole General Partner

                      By:__________________________
                               John N. Foy
       Title:____Executive Vice President_____
                                   LAKESHORE

                   CBL & ASSOCIATES PROPERTIES,

                                      INC.


                              By:________________________________
                                      John N. Foy
                              Title:__Executive Vice President________

                                                       GUARANTOR


                              FIRST TENNESSEE BANK NATIONAL
                              ASSOCIATION


                              By:________________________________
                                 Gregory L. Cullum, Senior Vice
                             President
