<SUBMISSION>
<ACCESSION-NUMBER>0000910612-05-000174
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>12
<PERIOD>20051116
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20051122
<DATE-OF-FILING-DATE-CHANGE>20051122
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CBL & ASSOCIATES PROPERTIES INC
<CIK>0000910612
<ASSIGNED-SIC>6798
<IRS-NUMBER>621545718
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-12494
<FILM-NUMBER>051221608
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2030 HAMILTON PLACE BVLD, SUITE 500
<STREET2>CBL CENTER
<CITY>CHATTANOOGA
<STATE>TN
<ZIP>37421
<PHONE>4238550001
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2030 HAMILTON PLACE BVLD, SUITE 500
<STREET2>CBL CENTER
<CITY>CHATTANOOGA
<STATE>TN
<ZIP>37421
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

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

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


                        CBL & ASSOCIATES PROPERTIES, INC.

             (Exact Name of Registrant as Specified in its Charter)

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

           Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421
           (Address of principal executive office, including zip code)

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

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

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

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

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

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

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


<PAGE>


Item 1.01   Entry Into a Material Definitive Agreement

Acquisition of Three-Mall Portfolio

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

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

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

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

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

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

Completion of Joint Venture Transaction

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


<PAGE>

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

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


Item 9.01   Financial Statements and Exhibits

(a)  Financial Statements of Businesses Acquired

     Not  applicable

(b)  Pro Forma Financial Information

     Not applicable

(c)  Exhibits

Exhibit No.                             Description

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

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

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

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

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

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

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

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


<PAGE>


10.23.7   Letter  Agreement,  dated as of October 17, 2005,  between the Company
          and the other parties to the acquisition  agreements  listed above for
          Oak Park Mall,  Eastland Mall, Hickory Point Mall and Eastland Medical
          Building.

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

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


<PAGE>



                                    SIGNATURE



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



                                     CBL & ASSOCIATES PROPERTIES, INC.


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



Date: November 22, 2005


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit1017.txt
<DESCRIPTION>EXHIBIT 10.1.7
<TEXT>
                                                                  Exhibit 10.1.7

                                      FIRST
                                  AMENDMENT TO
                           THIRD AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                      CBL & ASSOCIATES LIMITED PARTNERSHIP
------------------------------------------------------------------------------
                          Dated as of November 16, 2005
------------------------------------------------------------------------------


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

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

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

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

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

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

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

                                       1
<PAGE>

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

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

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


                                       2
<PAGE>

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

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

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

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

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

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


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

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

                                       3
<PAGE>

     2. Pursuant to Sections 4.5 and 7.8 of the  Agreement,  upon execution of a
Limited  Partner  Acceptance of the  Partnership  Agreement in the form attached
hereto as Attachment 1 (a "Limited Partner  Acceptance") or by causing a Limited
Partner  Acceptance to be executed on its behalf,  each initial holder of K-SCUs
automatically  will be admitted  as an  Additional  Partner of the  Partnership,
without any further action or approval and the General  Partner hereby agrees to
cause the names of such  recipients  to be  recorded on the books and records of
the Partnership on the date of such admission.

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

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

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

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

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

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



                                       4
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       5
<PAGE>

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

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

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

                           [Signatures on Next Page]

                                       6
<PAGE>


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

                                    CBL HOLDINGS I, INC.


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

Accepted and Agreed:

CBL & ASSOCIATES PROPERTIES, INC.


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


Consented to:

CBL HOLDINGS II, INC.


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



                                       7
<PAGE>


                                                                   Attachment 1

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

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

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

                                       8
<PAGE>



<PAGE>


                                                        ATTACHMENT 1 CONTINUED

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

                          PARTNERSHIP:   CBL & ASSOCIATES LIMITED PARTNERSHIP
                                         a Delaware limited partnership

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

                                                  By: _________________________
                                                  Name: _______________________
                                                  Title: ______________________



                                   ACCEPTANCE

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

         DATED as of the _____ day of __________, 2005.

                         CONTRIBUTOR:   ______________________________________ ,

                                        a ____________________________________


                                        By: _______________________________
                                        Name:  ____________________________
                                        Title:  _____________________________


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                                                        ATTACHMENT 1 CONTINUED

                                   SCHEDULE A

                          DESCRIPTION OF THE INTERESTS

                          [to be attached as Exhibit K]

                                    EXHIBIT K


                                      TERMS
                                       OF
                          SERIES K SPECIAL COMMON UNITS
                                       OF
                      CBL & ASSOCIATES LIMITED PARTNERSHIP
                          (the "Operating Partnership")
                         Pursuant to Section 4.4 of the
               Third Amended and Restated Partnership Agreement of
                            the Operating Partnership


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

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

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

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         Section 2.  Distribution Rights.

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

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

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

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

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

                                       ii

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

         Section 4.  Optional Redemption.

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

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

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

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

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

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

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

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         Section 5.  Voting Rights.

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

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

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

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

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

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

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

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

         Section 6.  Exchange.

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

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

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

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                                                        ATTACHMENT 1 CONTINUED

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 7.  Restrictions on Transfer.

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

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

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

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

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

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


                            [Signature on Next Page]

                                       x

                                       19
<PAGE>
                                                        ATTACHMENT 1 CONTINUED

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





                                       CBL HOLDINGS I, INC.

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

Acknowledged and Agreed:

CBL & ASSOCIATES PROPERTIES, INC.

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


                                       xi


                                       20
<PAGE>

                                                        ATTACHMENT 1 CONTINUED


                                                                     Exhibit K
                                                                  Attachment 1
                       Original Holders and Record Holders


<TABLE>
<CAPTION>
               Original Holder                               Record Holder                     Number of K-SCUs
----------------------------------------------- ---------------------------------------- -----------------------------
<S>                                                              <C>                                <C>
MD Associates, Inc.                                              Same                               8,120

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

Oak Fing, LLC                                                    Same                              301,493

Saleto, LLC                                                      Same                               50,246

BF Partners, LP                                                  Same                              268,005

BFIP Associates, LP                                              Same                              163,241

East Fing, LLC                                                   Same                               57,224

Tolesa, LLC                                                      Same                               28,612
</TABLE>



                                      xii

                                       21
<PAGE>
                                                                 Attachment 2

                                    EXHIBIT A

                               [manually attached]


                                       22
<PAGE>

                                                                  Attachment 3
                                    EXHIBIT C

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

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

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

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

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


                                       23
<PAGE>

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

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

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

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

                                       2

                                       24
<PAGE>
                                                         Attachment 3 Continued

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

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

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

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

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

                                       3

                                       25
<PAGE>
                                                         Attachment 3 Continued

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

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

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

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

                                       4

                                       26
<PAGE>
                                                         Attachment 3 Continued

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

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

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

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

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

                                       5

                                       27
<PAGE>
                                                         Attachment 3 Continued

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

(iv)     (A) [intentionally left blank]

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


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

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

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

                                       6

                                       28
<PAGE>
                                                         Attachment 3 Continued

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

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

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

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

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

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

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

                                       7

                                       29
<PAGE>
                                                         Attachment 3 Continued

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


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


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


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


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


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

                                       8

                                       30
<PAGE>
                                                         Attachment 3 Continued

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

3. Tax Allocations.

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

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

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

                                       9

                                       31
<PAGE>
                                                         Attachment 3 Continued

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


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


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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10165.txt
<DESCRIPTION>EXHIBIT 10.16.5
<TEXT>
                                                                 Exhibit 10.16.5


                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of _________, 2005, by and between CBL & Associates Properties,
Inc., a Delaware corporation (the "Company"), and the holders of K-SCUs (as
defined below) listed on Schedule A hereto (individually, a "Holder").

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

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

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



                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

                                       1
<PAGE>

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

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

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

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

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

         "OP Partnership Agreement" means the Third Amended and Restated
Agreement of Limited Partnership of the Operating Partnership dated June 15,
2005, as amended by the First Amendment dated as of the date hereof and as the
same may be further amended from time to time.

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

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

         "Registration Expenses" means all expenses incident to the Company's
performance of or compliance with the registration requirements set forth
herein: (i) the fees, disbursements and expenses of the Company's counsel(s),
accountants and experts in connection with the registration of Eligible
Securities under the Securities Act and (ii) all expenses in connection with the
preparation and filing of the registration statement, any required preliminary
prospectus or final prospectus, any other offering document and amendments and
supplements thereto; provided, however, that Registration Expenses with respect


                                       2
<PAGE>

to any registration pursuant hereto shall not include (i) transfer taxes
applicable to Eligible Securities, (ii) any underwriting discounts and selling
commissions attributable to Eligible Securities and (iii) fees and expenses, if
any, of any counsel retained by any Holder.

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

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

         "SEC" means the Securities and Exchange Commission.

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

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

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

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



                [This provision has been intentionally omitted.]



                           DEMAND REGISTRATION RIGHTS

         Section 3.1 Notice and Registration. Upon written notice from a Holder
or Holders, or a Holder or Holders owning Eligible Securities, requesting that
the Company effect the registration under the Securities Act of all or part of
the Eligible Securities held by such Holders or issuable to such Holders upon
conversion or exchange of K-SCUs or Common Units, the Company will use all
commercially reasonable efforts to effect (at the earliest possible date) the
registration under the Securities Act of all Eligible Securities held by or
issuable to all Holders for disposition by means of a shelf registration
statement for all Eligible Securities pursuant to Rule 415 under the Securities
Act (a "Shelf Registration Statement") if the Company is then eligible to
register the Eligible Securities on Form S-3 under the Securities Act or any
successor form, provided that:

         (a) if, upon receipt of a registration request pursuant to this Article
3, the Company is advised in writing (with a copy to the Selling Holders) by a
nationally recognized independent investment banking firm selected by the
Company to act as lead underwriter in connection with a public offering of
securities by the Company that, in such firm's opinion, a registration at the
time would materially adversely affect such public offering of securities by the
Company (other than an offering in connection with employee benefit and similar
plans) (a "Company Offering") that had been contemplated by the Company prior to
the notice by the Holders who initially requested registration, the Company
shall not be required to effect a registration pursuant to this Article 3 until
the earliest of (i) sixty (60) days after the completion of such Company


                                       3
<PAGE>

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

         (b) if, while a registration request is pending pursuant to this
Article 3, the Company determines in the good faith judgment of the Board of
Directors of the Company, with the advice of counsel, that the filing of a
registration statement or the declaration of effectiveness would require the
disclosure of non-public material information the disclosure of which would have
a material adverse effect on the Company or would otherwise adversely affect a
material financing, acquisition, disposition, merger or other comparable
transaction involving the Company, the Company shall deliver a certificate to
such effect signed by its Chairman, President or any Vice President to the
Selling Holders and the Company shall not be required to effect a registration
pursuant to this Article 3 until the earlier of (i) the date upon which such
material information is disclosed to the public or ceases to be material or (ii)
sixty (60) days after the Company makes such good faith determination; and

         (c) if the Eligible Securities of a Holder are registered for resale
pursuant to an effective Shelf Registration Statement filed by the Company in
compliance with this Agreement, then, for so long as that Shelf Registration
Statement is effective and available for use by that Holder in compliance with
applicable securities and other laws and without the need for any further action
by the Company, and the Company is otherwise complying with any requirements of
this Agreement relating to the Shelf Registration Statement, the Company will be
deemed to have satisfied its obligations pursuant to this Section 3 with respect
to that Holder and the Eligible Securities so registered. For the avoidance of
doubt, at any time in its sole discretion the Company may elect to include the
Eligible Securities of the Holders, or any portion thereof, in any Shelf
Registration Statement being filed by the Company, and such registration shall
be deemed to have satisfied the Company's obligations pursuant to this Section 3
with respect to that Holder and the Eligible Securities so registered.

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

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



                             PIGGY-BACK REGISTRATION


         Section 4.1. Notice and Registration. If the Company proposes to
register any shares of Common Stock or other securities issued by it having
terms substantially similar to Eligible Securities ("Other Securities") for
public sale under the Securities Act on a form and in a manner which would
permit registration of Eligible Securities for sale to the public under the


                                       4
<PAGE>

Securities Act, it will give prompt written notice to the Holders of its
intention to do so, which notice the Holders shall keep confidential, and upon
the written request of a Holder delivered to the Company within fifteen (15)
Business Days after the giving of any such notice (which request shall specify
the number of Eligible Securities intended to be disposed of by such Holder and
the intended method of disposition thereof) the Company will use all
commercially reasonable efforts to effect, in connection with the registration
of the Other Securities, the registration under the Securities Act of all
Eligible Securities which the Company has been so requested to register by the
Selling Holders, to the extent required to permit the disposition (in accordance
with the intended method or methods thereof as aforesaid) of Eligible Securities
so to be registered, provided that:

         (a) if, at any time after giving such written notice of its intention
to register any Other Securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register the Other Securities, the Company
may, at its election, give written notice of such determination to the Holders
and thereupon the Company shall be relieved of its obligation to register such
Eligible Securities in connection with the registration of such Other Securities
(but not from its obligation to pay Registration Expenses to the extent incurred
in connection therewith as provided in Section 4.2), without prejudice, however,
to the rights (if any) of the Holders immediately to request that such
registration be effected as a registration under Article 3;

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

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


                                       5
<PAGE>

subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the
Securities Act.

         No registration of Eligible Securities effected under this Article 4
shall relieve the Company of its obligation (if any) to effect registrations of
Eligible Securities pursuant to Article 3. No Eligible Securities that are the
subject of a registration pursuant to Article 3 shall thereafter be entitled to
become the subject of a registration pursuant to this Article 4.

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

         Section 4.3. Public Offering. In the event that any registration
pursuant to Article 4 hereof shall involve, in whole or in part, an underwritten
offering, the Company may require Eligible Securities requested to be registered
pursuant to this Article 4 to be included in such underwriting on the same terms
and conditions as shall be applicable to the Other Securities being sold through
underwriters under such registration. In such case, the holders of Eligible
Securities on whose behalf Eligible Securities are to be distributed by such
underwriters shall, as a condition to participating in such registration
pursuant to this Article 4, become joint and several parties to any such
underwriting agreement. Such agreement shall contain such representations,
warranties and indemnifications by the Selling Holders to and for the
underwriters and such other terms and provisions as are customarily contained in
underwriting agreements with respect to secondary distributions, including,
without limitation, indemnities and contribution to the effect and to the extent
provided in Article 7. Notwithstanding the foregoing, the Company shall not be
required to register any Eligible Securities pursuant to this Article IV if the
Company has an effective Shelf Registration Statement.



                             REGISTRATION PROCEDURES


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

         (a) prepare, file and use all commercially reasonable efforts to cause
to become effective within 90 days of receipt by the Company of a written notice
pursuant to the provisions of Section 3.1 of this Agreement a registration
statement under the Securities Act regarding the Eligible Securities to be
offered;

         (b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith and
take such other actions as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all Eligible Securities until the earlier of (A) such time
as all of such Eligible Securities have been disposed of in accordance with the
intended methods of disposition by the Selling Holders set forth in such
registration statement or (B)(i) the expiration of twelve months after such


                                       6
<PAGE>

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

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

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

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

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


                                       7
<PAGE>

statements therein, in light of the circumstances under which they were made,
not misleading; and

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

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

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

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

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

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

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

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

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

                                       8
<PAGE>

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



                      PREPARATION; REASONABLE INVESTIGATION


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



                        INDEMNIFICATION AND CONTRIBUTION


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


                                       9
<PAGE>

in any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expenses arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, any such preliminary prospectus or
final prospectus, amendment or supplement in reliance upon and in conformity
with information furnished to the Company by such Selling Holders or such
underwriter expressly for use in the registration statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of Holders or any such Person and shall survive the transfer of such
securities by the Selling Holders.

                  (b) Each Selling Holder, by virtue of exercising its
registration rights hereunder, agrees to, severally and not jointly, indemnify
and hold harmless (in the same manner and to the same extent as set forth in
clause (a) of this Article 7) the Company, each director of the Company, each
officer of the Company who shall sign such registration statement, each Person,
if any, who controls the Company within the meaning of the Securities Act, with
respect to any statement in or omission from such registration statement, any
preliminary prospectus or final prospectus included therein, or any amendment or
supplement thereto, but only to the extent that such statement or omission was
made in reliance upon and in conformity with information furnished by such
Selling Holder to the Company expressly for use in the registration statement.
No Holder shall be liable under this Section 7.1(b) for any statements or
omissions of any other Holder. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Company or
any such director, officer or controlling Person and shall survive the transfer
of the registered securities by such Selling Holder and the expiration of this
Agreement.

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


                                       10
<PAGE>

not be liable for any fees and expenses of counsel for the indemnified party
incurred thereafter in connection with such action or proceeding.

                  (d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Sections 7.1(a)
and (b) above is for any reason held to be unenforceable by the indemnified
party although applicable in accordance with its terms, the Company and the
relevant Holder shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company and the Holder, (i) in such proportion as is appropriate
to reflect the relative fault of the Company on the one hand and the Holder on
the other, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative fault of but also
the relative benefits to the Company on the one hand and the Holder on the
other, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits to the indemnifying party and
indemnified party shall be determined by reference to, among other things, the
total proceeds received by the indemnifying party and indemnified party in
connection with the offering to which such losses, claims, damages, liabilities
or expenses relate. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, the indemnifying party or the
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.

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

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

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


                                       11
<PAGE>


                                  MISCELLANEOUS


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

         Section 8.2. Integration; Amendment. This Agreement constitutes the
entire agreement among the parties hereto with respect to the matters set forth
herein and supersedes and renders of no force and effect all prior oral or
written agreements, commitments and understandings among the parties with
respect to the matters set forth herein, other than any agreement as may exist
solely among the Holders. Except as otherwise expressly provided in this
Agreement, no amendment, modification or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed by the Company
and each Holder against whom such amendment, modification or discharge is sought
to be enforced.

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

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

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


                                       12
<PAGE>

rejects delivery of any notice attempted to be given hereunder, delivery shall
be deemed given on the date of such rejection. Any notice sent by facsimile
transmission shall be deemed to have been given and received on the Business Day
next following the transmission.

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

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

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

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

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

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

                  [Remainder of page intentionally left blank]




                                       13
<PAGE>
         IN WITNESS WHEREOF, each of the parties hereto has caused this
Registration Rights Agreement to be duly executed on its behalf as of the date
first hereinabove set forth.

                                     CBL & ASSOCIATES PROPERTIES, INC.
                                     By: _____________________________
                                          Name:
                                          Title:


                       Signatures of Holders on Next Page


                                       14
<PAGE>


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



                                       15
<PAGE>

                                   Schedule A
Holders:

[to be provided]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit10231.txt
<DESCRIPTION>EXHIBIT 10.23.1
<TEXT>
                                                                 Exhibit 10.23.1


                             CONTRIBUTION AGREEMENT
                          AND JOINT ESCROW INSTRUCTIONS

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

                                   WITNESSETH:

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

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

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

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

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

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

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

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

                                        1
<PAGE>

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

ARTICLE I
                 CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS

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

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

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

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

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

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

                                        2
<PAGE>

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

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

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

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

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

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

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


                                        3
<PAGE>

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

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

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

1.3   "Final Approval Date" means the Effective Date.

                                        4
<PAGE>

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

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

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

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

1.7   "CBL/OP's Address" means:

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

      With a copy to:

              Shumacker Witt Gaither & Whitaker, P.C.
              2030 Hamilton Place Boulevard
              CBL Center, Suite 210
              Chattanooga, Tennessee 37421
              Attention:  Ralph M. Killebrew, Jr.
              Telephone:  (423) 425-7209
              Facsimile:  (423) 899-1278
      and to

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

                                        5
<PAGE>

1.8   "Property Owner's Address" means:

              Oak Park Investment, L.P.
              c/o Copaken, White & Blitt
              8900 State Line Rd., Suite 333
              Leawood, Kansas 66206
              Attention:  Keith Copaken
              Facsimile:  (913) 381-5624
              Telephone No.:  (913) 381-3840

      With a copy to:

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

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

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

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

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

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

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

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

                                        6
<PAGE>

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

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

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

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

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

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

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

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

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


                                   ARTICLE II
                                  CONTRIBUTION

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


                                       7
<PAGE>

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

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

2.3   Other Mall Contribution Agreements.

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


                                       8
<PAGE>

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

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

                                  ARTICLE III_
                               TOTAL CONSIDERATION

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

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


                                       9
<PAGE>

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


                                       10
<PAGE>

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

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

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

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


                                       11
<PAGE>

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

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

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

                                   ARTICLE IV
                           INSPECTION AND TITLE REVIEW

4.1   CBL/OP's Inspections.

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


                                       12
<PAGE>

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

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

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

4.2   Document Review.

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

                                       13
<PAGE>

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

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

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

                                       14
<PAGE>

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

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

4.3   Title.

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

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


                                       15
<PAGE>

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

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


                                       16
<PAGE>

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

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

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


                                       17
<PAGE>

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

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


                                       18
<PAGE>

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

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

4.4   Inspection Obligations.

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


                                       19
<PAGE>

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

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

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

                                       20
<PAGE>

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

4.5   Intentionally omitted.

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

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


                                       21
<PAGE>

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

                                   ARTICLE V
                               ESCROW AND CLOSING

5.1   Escrow.

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

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

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

                                       22
<PAGE>

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

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

5.2.1 Intentionally omitted.

5.2.2 Intentionally omitted.

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

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

                                       23
<PAGE>

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

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

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

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

                                       24
<PAGE>

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

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

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

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

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

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


                                       25
<PAGE>

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

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

5.3.2 Intentionally omitted.

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

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

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

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

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

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

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


                                       26
<PAGE>

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

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

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

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

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

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

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

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

                                       27
<PAGE>

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

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

5.4.9 Intentionally Omitted.

5.4.10 Intentionally Omitted.

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

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

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

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

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

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


                                       28
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                       29
<PAGE>

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

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

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

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

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

5.8   Closing Costs.

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

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


                                       30
<PAGE>

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

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

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

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

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

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<PAGE>

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

                                   ARTICLE VI
                                   PRORATIONS

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

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


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<PAGE>

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

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


                                       33
<PAGE>

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

6.4   Rentals.

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

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

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

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

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

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

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


                                       34
<PAGE>

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

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


                                       35
<PAGE>

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

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

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


                                       36
<PAGE>

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

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

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


                                       37
<PAGE>

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

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


                                       38
<PAGE>

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


                                       39
<PAGE>

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

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

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


                                       40
<PAGE>

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

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

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

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

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

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


                                       41
<PAGE>

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

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

7.1.4 [Intentionally Omitted].  .

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

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

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

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


                                       42
<PAGE>

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

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

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

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

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


                                       43
<PAGE>

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

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

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

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

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

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

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

7.1.19 Delivery of Environmental Reports and Property Condition Reports.

                                       44
<PAGE>

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

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

7.1.20______Intentionally Omitted.

7.1.21______Intentionally Omitted.

7.1.22______The Company.

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

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

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

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

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

                                       45
<PAGE>

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

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

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

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

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


                                       46
<PAGE>

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

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

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

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

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


                                       47
<PAGE>

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

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

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

                                  ARTICLE VIII
                               OPERATING COVENANTS

      Property Owner and Contributors hereby agree to the following covenants:

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

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

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


                                       48
<PAGE>

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

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

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

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

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


                                       49
<PAGE>

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

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

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

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

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

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

                                       50
<PAGE>

                                   ARTICLE IX
                                  "AS-IS" SALE

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

                                       51
<PAGE>

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

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

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

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

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


                                       52
<PAGE>

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

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


                                       53
<PAGE>

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


                                     /s/ KLH
                                CBL/OP'S INITIALS

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

                                   ARTICLE X
                                    REMEDIES

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


                                       54
<PAGE>

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

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

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


                                       55
<PAGE>

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

10.4  Mutual Post-Closing Indemnities.

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

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

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


                                       56
<PAGE>

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

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

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


                                       57
<PAGE>

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

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

10.7  Intentionally Omitted,

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

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

                                   ARTICLE XI
                          CONDEMNATION/CASUALTY DAMAGE

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


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

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

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


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

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

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

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

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


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<PAGE>

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

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

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

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

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

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<PAGE>

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

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

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

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


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<PAGE>

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

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

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

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



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

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

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

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

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


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

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<PAGE>


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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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


                                       67
<PAGE>

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

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

                      By:      CWB Associates, Inc., general partner

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

                      By:      JJJ Associates, Inc., general partner

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

                      By:      MD Associates, Inc, general partner

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


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

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

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


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

                                       68
<PAGE>


                 PROPERTY OWNER'S PROPERTY MANAGER'S EXECUTION:

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

PARK PROPERTIES,
a Kansas general partnership


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

By:      CWB Associates, Inc., general partner

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

By:      JJJ Associates, Inc., general partner

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

            /s/ Gerald M. White_______________________________

Gerald M. White, general partner of Park Properties




                                       69
<PAGE>


                            JOINDER BY ESCROW HOLDER

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

Dated:  October  17th , 2005
                ------

                         FIDELITY NATIONAL TITLE COMPANY

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


                                       70
<PAGE>


                                   SCHEDULE I

                             CONTRIBUTOR INFORMATION

                                 TO BE ATTACHED



                                       71
<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                   <C>                                                                                       <C>
ARTICLE I             CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS.............................................2

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  4.3.1    Title Documents......................................................................14
</TABLE>

                                       i

                                       72
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
                  4.3.2    Review of Title......................................................................15

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  5.2.9    Lender Approval......................................................................24
</TABLE>

                                      -ii-

                                       73
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
                  5.2.10   Company LLC Agreement................................................................24

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  5.4.15   Contract Termination.................................................................28
</TABLE>

                                     -iii-

                                       74
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
                  5.4.16   Updated Lease Schedule/Rent Roll; Contributors Closing Certificate...................28

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  6.4.1    Certain Defined Terms................................................................33
</TABLE>
                                      -iv-

                                       75
<PAGE>
                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
                  6.4.2    General..............................................................................34

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  7.1.17   Taxes................................................................................44
</TABLE>
                                      -v-

                                       76
<PAGE>
                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
                  7.1.18   Financial/Operating Statements.......................................................44

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IX            "AS-IS" SALE..............................................................................50
</TABLE>

                                      -vi-

                                       77
<PAGE>
                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
         9.1      Disclaimer of Representations and Warranties by Property Owner and Contributors...............50

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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                                       78
<PAGE>
                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
                  12.1.1   Electing Contributors Allocation of Portion of CBL/OP's Debt; Allocations of
                           Code Section 704(c) Tax Items; Certain Income Allocations............................60
                  12.1.2   Resale Restriction Agreement.........................................................62

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         13.22    Appointment of Contributor Representative.....................................................66
</TABLE>

                                     -viii-

                                       79
<PAGE>


EXHIBITS AND SCHEDULES

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

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


                                      -ix-

                                       80
<PAGE>

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

                                      -x-

                                       81
<PAGE>

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

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                                       82
<PAGE>

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

                                     -xii-

                                       83
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
Title Documents..................................................................................................15
Title Objection..................................................................................................16
Title Objection Deadline..........................................................................................5
Title Objections.................................................................................................16
Title Policy.....................................................................................................18
to the knowledge of Property Owner...............................................................................46
Total Consideration............................................................................................5, 7
Transferee........................................................................................................1
Transferor........................................................................................................1
Unknown Environmental Liabilities................................................................................54
Updated Survey...................................................................................................15
Voluntary Title Encumbrances.....................................................................................17
</TABLE>

                                     -xiii-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit10232.txt
<DESCRIPTION>EXHIBIT 10.23.2
<TEXT>
                                                                 Exhibit 10.23.2


                               FIRST AMENDMENT TO
              CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS


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

                                    RECITALS

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

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

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

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

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

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

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

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

                                       1
<PAGE>

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

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

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

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

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

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

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

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

(vii) cause the Electing Contributors to transfer and contribute all of their
membership interests in Oak Park Member to Oak Park Holding I free and clean of
any liens or encumbrances (STEP 4 OF OAK PARK TRANSACTION STRUCTURE);

THE RESULTING OWNERSHIP STRUCTURE OF THE COMPANY SHALL BE AS DEPICTED ON PAGE 2
OF THE OAK PARK TRANSACTION STRUCTURE CAPTIONED "STRUCTURE IMMEDIATELY PRIOR TO
LOAN".

(b) On the date that the Closing Date Debt is to be funded to the Company which
shall be at least one (1) Business Day prior to the Closing Date, the
Contributors shall:

(viii) cause the Company to refinance its existing mortgage indebtedness with
the Closing Date Debt and (w) cause the Company to distribute the net
refinancing proceeds from the Closing Date Debt to Oak Park Member, (x) cause
the Oak Park Member to distribute the net financing proceeds from the Closing
Date Debt prorata to the Contributors (other than the Electing Contributors) and
Oak Park Holding I, and (y) cause Oak Park Holding I to distribute the net
refinancing proceeds from the Closing Date Debt to the Electing Contributors
(STEP 5 OF OAK PARK TRANSACTION STRUCTURE).

                                       2
<PAGE>

(c) On the Closing Date, upon and subject to the terms and conditions of this
Agreement:

(ix) The Electing Contributors agree to cause Oak Park Holding I to issue to CBL
& Associates Management, Inc., a Delaware corporation ("CBL Management") and CBL
Management will acquire a one-half percent (0.5%) membership interest in Oak
Park Holding I in exchange for cash in an amount such that following the
contribution CBL Management will hold an interest with a value equal to 0.5% of
the total value of Oak Park Holding I, based on the K-SCU Amount to be received
by the Electing Contributors (STEP 6 OF OAK PARK TRANSACTION STRUCTURE);

(x) The Electing Contributors agree to transfer and contribute all of their
membership interests (99.5%) in Oak Park Holding I to CBL/OP, free and clean of
any liens or encumbrances, and CBL/OP agrees to acquire such membership
interests (99.5%) in Oak Park Holding I in exchange for K-SCUs (STEP 7 OF OAK
PARK TRANSACTION STRUCTURE);

(xi) CBL/OP shall cause the formation of, a new Kansas limited liability
company, which shall be named "Oak Park Holding II, LLC" and whose 99.5%
membership interests shall be owned by CBL/OP and whose 0.5% membership
interests shall be owned by CBL Management ("Oak Park Holding II");

(xii) The Contributors (other than the Electing Contributors) agree to transfer
and contribute all of their membership interests in Oak Park Member to Oak Park
Holding II, free and clean of any liens or encumbrances, and CBL/OP agrees to
cause Oak Park Holding II to acquire such membership interests in Oak Park
Member in exchange for the Cash Consideration (STEP 7 OF OAK PARK TRANSACTION
STRUCTURE).

THE RESULTING OWNERSHIP STRUCTURE OF THE COMPANY SHALL BE AS DEPICTED ON PAGE 4
OF THE OAK PARK TRANSACTION STRUCTURE CAPTIONED "POST CLOSING RESULTING
STRUCTURE.

Notwithstanding anything to the contrary contained in this Agreement, the
covenants, representations and warranties set forth in this Section 2.1 shall
survive the Closing until the Extended Expiration Date and the breaches of such
covenants, representations and warranties shall not be subject to the
limitations on liability set forth in Sections 10.5 and 10.6 of the Agreement."

4. Section 7.1.22 of the Contribution Agreement is hereby deleted in its
entirety and substituted with the following:

"7.1.22  The Company and Affiliated Entities.

(i) The Company is a limited liability company duly organized and validly
existing under the laws of the State of Delaware and is duly qualified or
registered to transact business in the State of Kansas, and has the power and
authority to carry on its business as now being conducted. Oak Park Member and
Oak Park Holding I are each a limited liability company duly organized and
validly existing under the laws of the State of Kansas, and each has the power
and authority to carry on its business as now being conducted;

(ii) The Company has never conducted and does not currently conduct any business
other than ownership and operation of the Property, and has never owned, and do
not currently own, any assets other than the Property and cash and investment
securities; Oak Park Member has never conducted and does not currently conduct
any business other than ownership of the membership interests


                                       3
<PAGE>

 in the Company,
and has never owned, and do not currently own, any assets other than the
membership interests in the Company. Oak Park Holding I has never conducted and
does not currently conduct any business other than ownership of certain
percentage of the membership interests in Oak Park Member, and has never owned,
and do not currently own, any assets other than a certain percentage of the
membership interests in Oak Park Member;

(iii) As of the Closing Date, the Company will not have historical liabilities
other than the Closing Date Debt, obligations for Operating Expenses and Real
Estate Taxes which are being prorated pursuant to Article VI above; and as of
the Closing Date, the Company will not be a party to any agreements other than
the Permitted Exceptions, Tenant Leases, the Operating Agreement, the Service
Contracts and the documents related to the Closing Date Debt. As of the Closing
Date, Oak Park Member will not have historical liabilities; and as of the
Closing Date, Oak Park Member will not be a party to any agreements other than
the operating agreement for the Company. As of the Closing Date, Oak Park
Holding I will not have historical liabilities; and as of the Closing Date, Oak
Park Holding I will not be a party to any agreements other than the operating
agreement for Oak Park Member;

(iv) Property Owner has delivered to CBL/OP true, correct and complete copies of
each of the New LLCs' certificate of formation and limited liability company
agreements, including all amendments to each of them;

(v) Oak Park Member is not in breach of, or default under, the limited liability
company agreement of the Company and no event has occurred that, with the giving
of notice or the passage of time, or both, would constitute a default thereunder
on the part of Oak Park Member. Oak Park Holding I and the Contributors (other
than the Electing Contributors) are not in breach of, or default under, the
limited liability company agreement of Oak Park Member and no event has occurred
that, with the giving of notice or the passage of time, or both, would
constitute a default thereunder on the part of Oak Park Holding I or any of the
Contributors (which are not the Electing Contributors). None of the Electing
Contributors are in breach of, or default under, the limited liability company
agreement of Oak Park Holding I, and no event has occurred that, with the giving
of notice or the passage of time, or both, would constitute a default thereunder
on the part of any of the Electing Contributor; and

(vi) Neither Property Owner, any Contributor nor any affiliate of any of them
has made a loan to any of the Company, Oak Park Member or Oak Park Holding I
(the "New LLCs"), and (x) no Electing Contributors have any outstanding capital
commitments to Oak Park Holding I, (x) neither Oak Park Holding I nor the
Contributors (which are not the Electing Contributors) have any outstanding
capital commitments to Oak Park Member, and (z) Oak Park Member has no
outstanding capital commitments to the Company.

(vii) The membership interests held by Oak Park Member in the Company represent
all of the issued and outstanding equity interests in the Company; and the
Company has no obligation to issue, and no party has any right to acquire,
another equity interests in the Company. The membership interests held by Oak
Park Holding I and the Contributors (other than the Electing Contributors) in
Oak Park Member represent all of the issued and outstanding equity interests in
Oak Park Member; and Oak Park Member has no obligation to issue, and no party
has any right to acquire, another equity interests in Oak Park Member. The
membership interests held by the Electing Contributors in Oak Park Holding I
represent all of the issued and outstanding equity interests in Oak Park Holding
I; and Oak Park Holding I has no obligation to issue, and no party has any right
to acquire, any other equity interests in Oak Park Holding I."

5. A new "Exhibit BB" (Oak Park Transaction Structure) is hereby attached to the
Contribution Agreement following "Exhibit AA" in the form of Exhibit A attached
to this First Amendment.

                                       4
<PAGE>

6. Property Owner and the Contributors hereby notify CBL/OP that a lawsuit has
been filed on August 26, 2005 in the Circuit Court of Jackson County, Missouri
with Case No. 0516-CV28076, by plaintiffs John A. Ribaste and Special Events
International, Inc. and naming the Property Owner, its general partners and
other parties, as defendants ("Lawsuit"). The Contributors hereby agree, jointly
and severally, to (i) diligently and in good faith prosecute to completion the
Lawsuit, at Contributor's sole cost and expense, (ii) provide CBL/OP with copies
of all court filings and correspondence in connection with the Lawsuit, (iii)
obtain CBL/OP's approval prior to approving any settlement of the Lawsuit which
would have an adverse effect on CBL/OP's or the Company's use or operation of
the Property, and (iv) indemnify, hold harmless and defend CBL/OP and the
Company and any officer, director, partner, employee and/or agent of CBL/OP or
the Company from and against any and all Losses arising out of or resulting from
the Lawsuit. Property Owner, the Contributors and CBL/OP hereby agree that,
notwithstanding anything to the contrary contained in the Contribution
Agreement, the Contributors' breaches of their obligations under clauses (i)
through (iv) above (x) shall not be subject to the limitations on liability set
forth in Sections 10.5 and 10.6 of the Contribution Agreement, and (y) shall be
subject to reimbursement by CBL/OP and the Company from the Indemnity Escrow
Fund.

C. No Further Modification. Except as set forth herein, the Contribution
Agreement remains unmodified and in full force and effect. In the event of any
inconsistency between the provisions of the Contribution Agreement and this
First Amendment, the terms of this First Amendment shall control.

D. Governing Law. This First Amendment shall be governed by, construed and
enforced in accordance with, the laws of the State of Kansas.

E. Counterparts. This First Amendment may be executed in two or more
counterparts, which when taken together shall constitute one and the same
instrument. The parties contemplate that they may be executing counterparts of
the First Amendment transmitted by facsimile and agree and intend that a
signature by facsimile machine shall bind the party so signing with the same
effect as though the signature were an original signature.





                            INTENTIONALLY LEFT BLANK


                                       5
<PAGE>
         IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed as of the day and year first written above.

PROPERTY OWNER:   OAK PARK INVESTMENT, L.P.,
                  a Delaware limited partnership

                  By:      JJJ Associates, Inc., general partner

                           By:              /s/ Jack N. Fingersh________________
                                ------------------------------------------------
                           Name:                    Jack N. Fingersh____________
                                  ----------------------------------------------
                           Title:                         President_____________
                                   ---------------------------------------------
  CONTRIBUTORS:                                  /s/ Jack Fingersh______________
                  --------------------------------------------------------------
                  JACK FINGERSH, in his capacity as the true and lawful agent,
                  attorney-in-fact and representative of, the Contributors
                  listed on Schedule 1 attached hereto
                            ----------


        CBL/OP:   CBL & ASSOCIATES LIMITED PARTNERSHIP
                  a Delaware limited partnership

                  By:      CBL Holdings I, Inc., its general partner

                           By:              /s/ Stephen D. Lebovitz_____________
                                ------------------------------------------------
                           Name:             Stephen D. Lebovitz________________
                                  ----------------------------------------------
                           Title:                      President________________
                                   ---------------------------------------------


                                       6
<PAGE>



             Schedule 1 to First Amendment to Contribution Agreement

                              List of Contributors

                                       7
<PAGE>


             Exhibit A to First Amendment to Contribution Agreement

                                   Exhibit BB

                         OAK PARK TRANSACTION STRUCTURE

                            Pre-Closing Restructuring

                                      Day 1

Step 1
                           Oak Park Investments, L.P.
                         a Delaware limited partnership

                                       |    / \  Oak Park Mall
                           Property    |     |         LLC
                                       |     |      Interests
                                      \ /    |

                               Oak Park Mall, LLC
                      a Delaware limited liability company



Step 2
                           Oak Park Investments, L.P.
                         a Delaware limited partnership

                         Oak Park Mall    |    / \    Oak Park Member
                             LLC          |     |          LLC
                           Interests      |     |       Interests
                                         \ /    |

                              Oak Park Member, LLC
                       an Kansas limited liability company



Step 3
                          Oak Park Member LLC Interests

Oak Park Investment,    -------------------------->   Partners ("Contributors")
L.P.                           Distribution





                                       8
<PAGE>

Step 4

                        Contributors receiving K-SCUs(1)

                     Oak Park Member   |    / \     Oak Park Holding I
                          LLC          |     |            LLC
                       Interests       |     |         Interests
                                      \ /    |

                             Oak Park Holding I, LLC
                       an Kansas limited liability company



Structure Immediately prior to Loan


                      ______________________________________
                     |         Oak Park Mall, LLC           |
                     | a Delaware limited liability company |
                     |______________________________________|
                                        |
                                        |
                                        |
                     _______________________________________
                    |         Oak Park Member, LLC          |
                    |   an Kansas limited liability company |
                    |_______________________________________|
                               _                  _
                              _                    _
                             _                      _
                            _                        _
       _______________________________________   _____________________________
      |   Oak Park Holding I, LLC             | | Contributors receiving Cash |
      |   an Kansas limited liability company | |_____________________________|
      |_______________________________________|
                    |
                    |
                    |
       __________________________
      |  Contributors receiving  |
      |         K-SCUs           |
      |__________________________|

Step 5   Loan is made to Oak Park Mall, LLC and excess Loan proceeds are
distributed upstream to Contributors.








___________________________________________________________
(1) MD Associates, Inc., Irene Dreiseszum, Trustee, Oak Fing, L.L.C., Saleto,
LLC and B.F. Partners, L.P.

                                       9
<PAGE>

                                      Day 2

Step 6  (on the Contribution Closing Date)


                                   Cash at FMV


CBL & Associates Management, Inc.   ----------->  A Electing Contributor and
                                                  member of Oak Park Holding I
                                    <----------

                              0.5% LLC Interest in
                               Oak Park Holding I




Resulting Pre Closing Structure

                      ______________________________________
                     |         Oak Park Mall, LLC           |
                     | a Delaware limited liability company |
                     |______________________________________|
                                        |
                                        |
                                        |
                     _______________________________________
                    |         Oak Park Member, LLC          |
                    |   an Kansas limited liability company |
                    |_______________________________________|
                               _                  _
                              _                    _
                             _                      _
                            _                        _
       _______________________________________   _____________________________
      |   Oak Park Holding I, LLC             | | Contributors receiving Cash |
      |   an Kansas limited liability company | |_____________________________|
      |_______________________________________|
                        -          -
                       -            -
                      -              -
                     -                -
   _________________-__________      __-_________________________
  |   CBL & Associates         |    |   Contributors receiving   |
  |   Management, Inc.         |    |           K-SCUs           |
  |   a Delaware corporation   |    |                            |
  |         0.5%               |    |            99.5%           |
  |____________________________|    |____________________________|

                                       10
<PAGE>


                                   At Closing

Step 7


                        Oak Park Holding I LLC interests

Electing Contributors receiving    -------------->       CBL & Associates
K-SCUs (excluding the Electing                         Limited Partnership
Contributor receiving cash for     <------------- a Delaware limited partnership
its 0.5% LLC Interests                K-SCUs
in Oak Park Holding I



                      Oak Park Member LLC interests (other
               than the LLC Interests held by Oak Park Holding I)

Contributors receiving Cash    ------------------->     Oak Park
                                                      Holding II, LLC
                               <------------------ ("Eastland Holding II")
                                       Cash        an Kansas limited
                                                     liability company



Post Closing Resulting Structure

                    ________________________________________
                   |           Oak Park Mall, LLC           |
                   |  a Delaware limited liability company  |
                   |________________________________________|
                                       |
                                       |
                                       |
                    ________________________________________
                   |          Oak Park Member, LLC          |
                   |   an Kansas limited liability company  |
                   |________________________________________|
                               _                  _
                              _                    _
                             _                      _
                            _                        _
  ___________________________________       __________________________________
 |   Oak Park Holding I, LLC         |     |    Oak Park Holding II, LLC      |
 |  an Kansas limited liability      |     |   an Kansas limited liability    |
 |___________________________________|     |__________________________________|
             -          -                                -         -
            -            -                              -           -
           -              -                            -             -
          -                -                          -               -
 ________-__________________-________________________-_________________-______
| CBL & Associates  |  CBL & Associates | CBL & Associates | CBL & Associates |
| Management, Inc.  |  Limited          | Managment, Inc.  | Limited          |
| a Delware         |  Partnership      | a Delaware       | Partnership      |
| corporation       |  a Delaware       | corporation      | a Delaware       |
|     0.5%          |  limited          |       0.5%       | limited          |
|                   |  partnership      |                  | partnership      |
|                   |      99.5%        |                  |       99.5%      |
|___________________|___________________|__________________|__________________|
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10233.txt
<DESCRIPTION>EXHIBIT 10.23.3
<TEXT>
                                                                 Exhibit 10.23.3

                             CONTRIBUTION AGREEMENT
                          AND JOINT ESCROW INSTRUCTIONS

      THIS CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is
made and entered into as of this 17th day of October, 2005 (the "Effective
Date") by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited
partnership ("CBL/OP"); B-M-J Development, Limited Partnership, a Delaware
limited partnership ("Property Owner") and the general and limited partners of
Property Owner listed on Schedule I hereto (the "Contributors"), which term
shall also include any limited partnership or limited liability company [a
"Family Entity"] formed by one or more of the parties listed on Schedule I to
hold their "LLC Interests" [defined below]).

                                   WITNESSETH:

      WHEREAS, Property Owner is the owner of Eastland Mall, a regional retail
shopping center, and related land, improvements and property located in
Bloomington, McLean County, Illinois, which is more particularly described in,
and is the subject of, this Agreement; and

      WHEREAS, Contributors consist of all of the general and limited partners
of Property Owner; and

      WHEREAS, Contributors intend to (i) cause Property Owner to form a new
Delaware limited liability company under a name approved by CBL/OP (the
"Company"); (ii) cause Property Owner to contribute the Shopping Center to the
Company; and (iii) cause the Property Owner to be liquidated and to distribute
one hundred percent (100%) of the membership interests in the Company (the "LLC
Interests") to the Contributors; and

      WHEREAS, CBL/OP is a Delaware limited partnership which desires to acquire
the LLC Interests; and

      WHEREAS, Contributors desire to contribute the LLC Interests to CBL/OP in
exchange for either limited partnership interests in CBL/OP (as described
hereinbelow) or cash consideration, or a combination of the foregoing, as
described in this Agreement; and

      WHEREAS, Contributors intend to cause Company to refinance its existing
mortgage indebtedness and to distribute the excess refinancing proceeds to
Contributors prior to the contribution of the LLC Interests to CBL/OP; and

      WHEREAS, CBL/OP desires to acquire the LLC Interests from Contributors in
exchange for the Total Consideration (as defined hereinafter), subject to and
upon all of the terms, covenants and conditions of this Agreement; and

      WHEREAS, it is expected that the exchange of the LLC Interests for
partnership interests will qualify for Federal income tax purposes as a tax free
transfer pursuant to Section 721 of the Code, and will not be subject to Section
707(a)(2)(B) of the Code, and the parties will file their tax returns and keep
their books and records in a manner consistent with this expectation.



                                       1
<PAGE>

      NOW, THEREFORE, in consideration of the premises and the mutual
undertakings in this Agreement, and intending to be legally bound hereby, the
parties hereto agree as follows:

                                   ARTICLE I
                 CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS

      This Article I sets forth certain definitions and fundamental provisions
for purposes of this Agreement. An index of defined terms used in this Agreement
is included with the Table of Contents of this Agreement.

1.1 "Property" means, collectively, all of Property Owner's right, title and
interest in the Land, the Ground Lease, the Appurtenances, the Improvements, the
Service Contracts, the Intangible Property, the Tenant Leases, the Personal
Property and the Tenant Security Deposits, as such terms are defined below.

1.1.1 "Land" means, collectively, those certain parcels of land located in
Bloomington, Illinois, which are described in Exhibit A attached hereto.

1.1.2 "Ground Lease" means that certain Lease dated as of January 1, 1971,
between First Federal Savings and Loan Association, successor-in-interest to
Peoples Bank of Bloomington, Illinois, Trustee under the provisions of a trust
agreement dated January 1, 1971, known as McLean County Land Trust Number D-187,
as Landlord, and B-M-J Development, Limited Partnership, successor-in-interest
to B-M-J Development Corporation, as Tenant, demising substantially all of that
part of the Land described in Exhibit "A" attached hereto as the "Ground Leased
Parcel".

1.1.3 "Appurtenances" means all right, title and interest, if any, of Property
Owner in and to the following: (a) all land lying in the bed of any street,
highway, road or avenue, open or proposed, public or private, in front of or
adjoining the Land, to the center line thereof; (b) all rights of way, highways,
public places, easements, appendages, appurtenances, sidewalks, alleys, strips
and gores of land adjoining or appurtenant to the Land which are now or
hereafter may be used in connection with the Property; (c) all awards to be made
in lieu of any of the foregoing or for damages to the Land by reason of the
change of grade of any street, highway, road or avenue; and (d) all easements,
rights and privileges benefiting the applicable Land, including, without
limitation, those under the Operating Agreement.

1.1.4 "Improvements" means all buildings, structures, improvements and fixtures
located on the Land.

1.1.5 "Service Contracts" means any service, supply, maintenance, repair,
construction and management contracts to which Property Owner is a party
relating to the Real Property (as defined below).

1.1.6 "Intangible Property" means all assignable intangible personal property,
if any, now or through the date of Closing owned by Property Owner and arising
out of or in connection with Property Owner's ownership of the Real Property,
the Service Contracts, Tenant Leases and the Personal Property, including (to
the extent any such items exist) (a) Property Owner's rights to use any plans,
specifications and drawings relating to the Improvements (subject to the rights


                                       2
<PAGE>

of the parties who prepared the same), (b) Property Owner's rights to any
current names, logos, designs, trademarks, service marks, copyrights, and trade
names used solely in connection with the Real Property (including but not
limited to any internet domain names), (c) the goodwill of Property Owner in
connection with the Real Property, (e) all advertising materials, marketing
programs and strategies, and other similar rights relating solely to Property
Owner's use and operation of the Real Property, the Service Contracts, Tenant
Leases and the Personal Property, (f) any transferable licenses, permits and
certificates of occupancy issued by governmental authorities relating solely to
the use, maintenance, occupancy and/or operation of the Real Property, (g) any
presently effective and assignable warranties and guaranties issued solely with
respect to the Real Property, the Service Contracts, Tenant Leases and the
Personal Property, and (h) the Books and Records (as defined below).

1.1.7 "Tenant Leases" means any and all space leases, licenses, concessions or
other such arrangements for use of space within the Real Property. Such leases
include, without limitation, the agreements listed and described on Exhibit I,
hereinafter referred to as the "Lease Schedule/Rent Roll" attached hereto and by
this reference incorporated herein and made a part hereof.

1.1.8 "Personal Property" means, to the extent any such items exist, any
apparatus, furniture, appliances, building supplies, equipment, machinery and
other tangible items of personal property owned by Property Owner and presently
affixed, attached to, placed or situated upon the Real Property and used
exclusively in connection with the ownership, operation and occupancy of the
Real Property. Personal Property does not include any items of personal property
leased to Property Owner or otherwise owned by third parties, or any of the
Excluded Property referred to in Section 2.2 below.

1.1.9 "Real  Property" means  collectively  the Land, the  Improvements  and the
Appurtenances.

1.1.10 "Tenant Security Deposits" means all refundable security deposits,
letters of credit, advance rental payments and other deposits of tenants
("Tenants") under Tenant Leases which, as of the Closing Date, have not been
applied and are then held by and are in the possession of Property Owner.

1.1.11 "Operating Agreement" means the Construction, Operation and Reciprocal
Easement Agreement dated as of September 29, 1998, between B-M-J Development,
Limited Partnership, a Delaware limited partnership, and The May Department
Stores Company, a New York corporation ("May"), recorded April 19, 1999 as
Document No. 99 11393 in the Official Records, as amended by letter agreement
dated as of April 12, 1999, and by First Amendment to Construction, Operation
and Reciprocal Easement Agreement dated as of December 31, 2001, recorded
January 30, 2002 as Document No. 2002-4330 in the Official Records. The
Operating Agreement concerns the operation and maintenance of the Real Property
and the adjoining parcel of land and the improvements thereon owned by May as an
integrated shopping mall commonly known as "Eastland Mall" (the "Shopping
Mall"). May, Sears Roebuck & Co., Kohl's Illinois, Inc., J. C. Penney
Corporation, Inc. and McRil, LLC are referred to herein collectively as the
"Anchor Stores."

                                       3
<PAGE>

1.1.12 "Books and Records" means all site and as built plans, surveys, soil and
substrata studies, architectural renderings, plans and specifications,
engineering plans and studies, floor plans, landscape plans and other plans,
diagrams or studies of any kind, if any, now in the possession or reasonable
control of Property Owner or Property Owner's Property Manager which relate to
the Land, the Improvements or the Personal Property, and all of Property Owner's
right, title and interest in and to operating manuals, marketing brochures,
market studies, tenant data sheets and other books, records and materials of any
kind now in the possession or reasonable control of Property Owner or Property
Owner's Property Manager and required in connection with the continuing
ownership, operation and management of the Improvements, and all financial and
accounting records of the Company and Property Owner for all periods from and
after January 1, 1998.

1.2 "Total Consideration" means $79,030,000.00 less the principal balance and
accrued interest outstanding on the Closing Date Debt as of the Closing Date,
and as adjusted as provided in Article VI.

1.3   "Final Approval Date" means the Effective Date.

1.4 "Title Objection Deadline" means 5:00 p.m., Kansas City, Missouri time (it
being agreed that all times in this Agreement shall be deemed to refer to Kansas
City, Missouri time) on the later to occur of (i) the Effective date and (ii)
the fifth (5th) Business day after CBL/OP's receipt of all of the Title
Documents.

1.5 "Closing Date" means the (A) date that is the earlier of: (i) three (3)
business days after the conditions set forth in Sections 5.2.11 and 5.3.7 below
have been satisfied pursuant to their terms, and (ii) November 30, 2005, or (B)
any earlier date upon which Property Owner and CBL/OP mutually agree.

1.6 "Title  Company"  means  Fidelity  National  Title  Insurance  Company whose
address is:

              1800 Parkway Place
              Two Parkway Center, Suite 700
              Atlanta, Georgia 30067
              Attention:  Linda R. Thurman
              Telephone:  (770) 850-9600
              Facsimile:  (770) 850-8222

1.7   "CBL/OP's Address" means:

              CBL & Associates Limited Partnership
              c/o CBL and Associates Properties, Inc.
              2030 Hamilton Place Boulevard
              CBL Center, Suite 500
              Chattanooga, Tennessee 37421-6000
              Attention:  Jay Wiseman
              Facsimile:  (423) 490-8626



                                       4
<PAGE>

      With a copy to:

              Shumacker Witt Gaither & Whitaker, P.C.
              2030 Hamilton Place Boulevard
              CBL Center, Suite 210
              Chattanooga, Tennessee 37421
              Attention:  Ralph M. Killebrew, Jr.
              Telephone:  (423) 425-7209
              Facsimile:  (423) 899-1278

      and to

              Morrison & Foerster LLP
              1290 Avenue of the Americas
              New York, New York 10104-0185
              Attention:  Yaacov M. Gross
              Telephone:  (212) 468-8012
              Facsimile:  (212) 468-7900

1.8   "Property Owner's Address" means:

               B-M-J Development, Limited Partnership,
              c/o Copaken, White & Blitt
              8900 State Line Rd., Suite 333
              Leawood, Kansas 66206
              Attention:  Keith Copaken
              Facsimile:  (913) 381-5624
              Telephone No.:  (913) 381-3840

      With a copy to:

              Lewis, Rice & Fingersh
              1010 Walnut, Suite 500
              Kansas City, Missouri 64106
              Attention:  Peter DiGiovanni
              Facsimile:  (816) 460-6504
              Telephone No.:  (816) 472-2504

1.9 "Property Owner's Property Manager" means Copaken, White & Blitt, LLC, a
Missouri limited liability company, whose address is8900 State Line Rd., Suite
333, Leawood, Kansas 66206.

1.10 "Official Records" means the Official Records of the Register of Deeds for
McLean County, Illinois.

1.11 "Shopping Center" means that certain regional shopping center commonly
known as "Eastland Mall" located in Bloomington, Illinois and comprised of,
collectively, the Land, the Appurtenances, the Improvements, the Personal


                                       5
<PAGE>

Property, the Intangible Personal Property, the Service Contracts, the Tenant
Leases, the Tenant Security Deposits and all other property being transferred or
contributed by Property Owner to the Company under the terms of this Agreement.

1.12 "Cash Consideration" means an amount equal to the Total Consideration less
the K-SCU Amount (as defined hereinafter).

1.13 "K-SCU Amount" means the aggregate amount of the Election Amounts (as
hereinafter defined) (taking into account any reductions in the amounts of such
elections provided for in Section 3.2) of all Electing Contributors (as
hereinafter defined) (not including any Contributor whose election to be an
Electing Contributor is nullified pursuant to the provisions of Section 3.2).

1.14 "K-SCUs" means limited partnership units denoted as Series K Special Common
Units ("K-SCUs") which shall have the attributes described in the Description of
Partnership Interests (K-SCUs) set forth in Exhibit L and attached to this
Agreement.

1.15 "Partnership Interests" means K-SCUs, and any other limited partnership
interests in CBL/OP to which or for which they may be converted, as described on
Exhibit L hereto.

1.16 "CBL/OP Partnership Agreement" means the Third Amended and Restated
Agreement of Limited Partnership of CBL & Associates Limited Partnership dated
June 15, 2005, (i) as amended by the First Amendment to Third Amended and
Restated Agreement of Limited Partnership of CBL & Associates Limited
Partnership to be executed at Closing and (ii) as the same may be further
amended from time to time.

1.17 "CBL/OP Partnership Agreement Amendment" means the First Amendment to Third
Amended and Restated Agreement of Limited Partnership of CBL & Associates
Limited Partnership to be executed at Closing.

1.18  "Code" means the Internal Revenue Code of 1986, as amended.

1.19 "Escrow Agent" means Fidelity National Title Insurance Company of New York,
having its office at 1800 Parkway Place, Two Parkway Center, Suite 700, Atlanta,
Georgia 30067; Attention: Linda Thurman.

1.20 "Company LLC Agreement" means that certain limited liability agreement of
the Company to be executed at or prior to Closing.

1.21  "Closing  Date Debt"  means  secured  indebtedness  of the  Company in the
principal  amount of no less than  $53,720,000,  and secured by a first mortgage
lien on the Shopping Center and the Guarantees.

1.22 "Other Mall Contributors" means those parties identified and defined as
"Contributors" in the Oak Park Contract. A Contributor hereunder may also be an
Other Mall Contributor.

                                       6
<PAGE>

1.23 "Other Mall Electing Contributors" means those Other Mall Contributors that
elect to become "Electing Contributors" as defined in, and pursuant to, the Oak
Park Contract. An Electing Contributor hereunder may also be an Other Mall
Electing Contributor.

1.24"Other Mall Total Consideration" means the aggregate amount of the "Total
Consideration" as defined in the Oak Park Contract.


                                   ARTICLE II
                                  CONTRIBUTION

2.1 Agreement to Contribute the LLC Interests. At or prior to the Closing,
Contributors shall (i) cause Property Owner to form the Company; (ii) cause
Property Owner to contribute the Property to the Company free and clear of any
liens or encumbrances except for indebtedness that will be refinanced with the
Closing Date Debt; (iii) promptly after making the contribution disclosed in
clause (ii), cause the Property Owner to be liquidated (but not dissolved) and
to distribute the LLC Interests to the Contributors, (iv) cause the Company to
refinance its existing mortgage indebtedness with the Closing Date Debt, and (v)
distribute the net refinancing proceeds from the Closing Date Debt to the
Contributors. Upon and subject to the terms and conditions of this Agreement, at
Closing, Contributors agree to transfer and contribute to CBL/OP and/or an
entity wholly owned by CBL/OP, the LLC Interests, and CBL/OP agrees to acquire,
and/or cause an entity wholly owned by CBL/OP to acquire, the LLC Interests from
Contributors in exchange for K-SCUs and/or cash in the aggregate amount of the
Total Consideration. Unless otherwise agreed by the Electing Contributors and
CBL/OP at least ten (10) days prior to the Closing Date, CBL/OP shall cause an
affiliate (that is not a disregarded entity for tax purposes with respect to
CBL/OP) to acquire at least 0.01% interest in the Company from one of the
Contributors that is not an Electing Contributor, which Contributor shall be
designated by the Electing Contributor at least ten (10) days prior to the
Closing Date, for the purpose of maintaining the Company as a partnership for
tax purposes following the Closing.

2.2 Excluded Property. Notwithstanding anything to the contrary contained in
this Agreement, the term "Property" shall not include any of the following
items, all of which are excluded from the transfer by Property Owner to the
Company hereunder: (a) all cash on hand, other than a working capital reserve of
$30,000 (the "Operating Reserve"), checks, money orders or accounts receivable,
(b) any operating accounts, replacement or reserve accounts or other accounts
maintained by or on behalf of Property Owner or Property Owner's affiliates with
respect to the Property, other than those for which an adjustment is made
pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or
other security deposits or any bonds posted by or on behalf of Property Owner
with any governmental authorities, utilities or other parties, other than those
for which an adjustment is made pursuant to the last sentence of Section 6.3
below; (d) the sales tax rebate payable to Property Owner pursuant to
Development Agreement, Eastland Mall Expansion and Renovation between Property
Owner and the City of Bloomington, Illinois, dated as of July 27, 1998, to
reimburse Property Owner for certain site improvements previously constructed by
Property Owner; (e) subject to Article XI below, any claims under Property
Owner's insurance policies; (f) any rents, operating expense and tax
reimbursements, additional rentals or other sums or amounts due Property Owner
from prior tenants or sub-tenants who are not subject to Tenant Leases; (g) any
judgments which have been


                                       7
<PAGE>

entered in favor of Property Owner as of the Effective
Date for Delinquent Rentals; (h) the Excluded Documents; and (i) Property
Owner's accounting software, provided however, that if such software is subject
to a license that prohibits its commercial transfer, Property Owner shall, for
up to ninety (90) days following the Closing Date, reasonably assist the Company
and CBL/OP in reviewing and copying, at CBL/OP's expense (by hard copy as well
as electronically) all Books and Records provided to the Company or CBL/OP
hereunder in electronic form and to the transfer of such electronic Books and
Records to CBL/OP's accounting and property management systems.

2.3   Other Mall Contribution Agreements.

2.3.1 Definitions of other Malls and Purchase Agreements. For purposes hereof,
(i) "Hickory Point Contract" shall mean that certain Purchase and Sale Agreement
of even date herewith by and between HP-SP Associates, L.L.C., a Missouri
limited liability company, and Hickory Point Mall, Limited Partnership, a
Delaware limited partnership (collectively, "Hickory Point Property Owner"), as
seller, and CBL/OP, as buyer, with respect to the property commonly known as
Hickory Point Mall, Forsyth, Illinois, herein "Hickory Point Mall"; (ii) "Oak
Park Contract" shall mean that certain Contribution Agreement of even date
herewith by and between Oak Park Investment, L.P., a Delaware limited
partnership ("Oak Park Property Owner"), and its partners, as contributors, and
CBL/OP, with respect to the property commonly known as Oak Park Mall, Overland
Park, Kansas, herein "Oak Park Mall;" and (iii) "Eastland Medical Building
Contract" shall mean that certain Purchase and Sale Agreement of even date
herewith by and between BMJ Medical, LLC, a Missouri limited liability company
("Eastland Medical Building Property Owner"), as seller, and CBL/OP, as buyer,
with respect to the medical office building and related land, improvements and
property located in Bloomington, McLean County, Illinois, herein "Eastland
Medical Building." The Hickory Point Contract, the Eastland Medical Building
Contract and the Oak Park Contract are sometimes collectively referred to herein
as the "Other Mall Contracts," and Hickory Point Mall, Eastland Medical Building
and Oak Park Mall are sometimes collectively referred to herein as the "Other
Malls."

2.3.2 Other Mall Contracts; Cross Default; Cross Termination. (A) Any default or
material breach of a representation or warranty by the property owner and/or
contributors under either of the Other Mall Contracts shall constitute a default
of Property Owner and/or Contributors under this Agreement, and any proper
termination prior to Closing by CBL/OP of either of the Other Mall Contracts as
a result of a default or material breach of a representation or warranty by the
property owner and/or contributors thereunder, shall constitute CBL/OP's proper
election to terminate this Agreement and recover the Letter of Credit or
Deposit, as applicable; and (B) any default or material breach of a
representation or warranty by CBL/OP under either of the Other Mall Contracts
shall constitute a default of CBL/OP under this Agreement, and any proper
termination prior to Closing by the property owner of either of the Other Mall
Contracts as a result of a default or material breach of a representation or
warranty by CBL/OP thereunder, shall constitute Property Owner's proper election
to terminate this Agreement that entitles Property Owner to draw on the Letter
of Credit and receive payment of the Deposit.

                                       8
<PAGE>

                                  ARTICLE III_
                               TOTAL CONSIDERATION

3.1 Total Consideration. Subject to the terms of this Agreement, the Total
Consideration to be received by the Contributors for the contribution of the LLC
Interests to CBL/OP shall be Seventy-nine Million Thirty Thousand Dollars
($79,030,000.00) less the Closing Date Debt and be paid in the form of (i)
K-SCUs and (ii) the Cash Consideration, subject to any other adjustments set
forth in this Agreement. Each Contributor shall receive the share of the Total
Consideration indicated opposite its name on Schedule I hereto. Subject to the
limitations in Section 3.2 below, any Contributor may elect to receive all or
part of its share of the Total Consideration as K-SCUs. Except to the extent a
Contributor validly elects to receive all or a portion of the Total
Consideration payable to it in the form of K-SCUs pursuant to Section 3.2 below
(and such election is not nullified pursuant to Section 3.2 below, and after
taking into account any reductions in the amounts of such elections provided for
in Section 3.2), each Contributor shall be paid its share of the Total
Consideration by wire transfer of immediately available funds at the Closing.

3.2 K-SCUs. By written notice in the form of Exhibit X hereto ("Election
Notice"), given to CBL/OP and Property Owner no later than 5:00 p.m. on the
later of (i) 2 business days after the Effective Date, or (ii) October 3, 2005,
a Contributor (an "Electing Contributor") may elect to receive all or a part of
its share of the Total Consideration (as indicated in the Election Notice) in
the form of K-SCUs. Notwithstanding the foregoing, no Contributor may be an
Electing Contributor unless such Contributor properly completes, executes and
delivers to CBL/OP an Investor Questionnaire in the form of Exhibit Y hereto,
pursuant to which such Contributor shall represent and warrant to CBL/OP that
such Contributor is an "accredited investor" within the meaning of Regulation D
promulgated by the United States Securities and Exchange Commission under the
Securities Act of 1933, as amended. In addition, (i) the aggregate amount of the
portion of the Total Consideration payable pursuant to this Agreement in the
form of K-SCUs to Electing Contributors plus the aggregate amount of the portion
of the Other Mall Total Consideration payable under the Other Mall Contracts in
the form of K-SCUs to Other Mall Electing Contributors, shall not exceed 55% of
the aggregate amount of the Total Consideration payable hereunder plus the Other
Mall Total Consideration, and (ii) the aggregate number of record holders of the
K-SCUs to be issued to all Electing Contributors hereunder and all Other Mall
Electing Contributors shall not exceed 8. If the requirement set forth in clause
(ii) of the preceding sentence would be violated based on the elections by
Contributors to be Electing Contributors and the elections of Other Mall
Contributors to be Other Mall Electing Contributors (whether or not the
requirement in clause (i) of the preceding sentence would be violated or
satisfied), then the elections of certain Contributors hereunder to be Electing
Contributors and the elections of certain Other Mall Contributors under the
Other Mall Contracts to be Other Mall Electing Contributors shall be nullified
in their entirety starting with the Contributor or Other Mall Contributor that
would receive the smallest number of K-SCUs (and for any Contributor who is also
an Other Mall Contributor, the aggregate number of K-SCUs to be received by such
Contributor hereunder and under the Other Mall Contracts shall be taken into
account in determining the number of K-SCUs to be received by Contributors and
Other Mall Contributors), and proceeding to the Contributor or Other Mall
Contributor that would receive the next largest number of K-SCUs, and proceeding
in this manner to the Contributors or Other Mall Contributors that would receive
the next largest number of K-SCUs in ascending order, until the


                                       9
<PAGE>

requirement in
clause (ii) of the preceding sentence is satisfied. If the requirement of clause
(i) of the second preceding sentence is not satisfied after taking into account
all nullifications, if any, of the elections of any Contributors hereunder to be
Electing Contributors and the elections of any Other Mall Contributors under the
Other Mall Contracts to be Other Mall Electing Contributors, pursuant to the
preceding sentence, the amount of the Total Consideration to be received by each
Electing Contributor in the form of K-SCUs and the amount of the Other Mall
Total Consideration to be received by each Other Mall Electing Contributor in
the form of K-SCUs shall be reduced pro rata (in proportion to the amount of the
election of each Electing Contributor and each Other Mall Electing Contributor),
by the amounts necessary for the requirement of clause (i) of the second
preceding sentence to be satisfied. Any Contributor whose election to be an
Electing Contributor is nullified in its entirety in accordance with the second
preceding sentence shall not be an Electing Contributor for any purpose
hereunder. For each Electing Contributor, the "Election Amount" shall be the
amount of the Total Consideration that will be paid to such Electing Contributor
pursuant to this Agreement in the form of K-SCUs in accordance with the election
of such Electing Contributor pursuant to this Section 3.2, taking into account
any reduction in the amount of such election pursuant to the preceding sentence.
The K-SCUs will be entitled to receive a basic distribution, on a quarterly
basis, in an amount equal to a six percent (6%) per annum yield on the K-SCU
Amount for the period commencing on the Closing Date and ending on the last day
of the calendar quarter during which the Closing Date occurs and the four (4)
succeeding calendar quarters, and thereafter a basic distribution, on a
quarterly basis, in an amount equal to a six and one-quarter percent (6.25%) per
annum yield on the K-SCU Amount. At the Closing, CBL/OP shall issue to each
Electing Contributor an aggregate number of K-SCUs in an amount equal to the
Election Amount for such Electing Contributor divided by the product of (x) 1.25
multiplied by (y) the average closing price of the common stock of CBL &
Associates Properties, Inc., a Delaware corporation and real estate investment
trust ("CBL/REIT"), for the ten (10) day period during which the CBL/REIT common
stock is traded immediately prior to the Closing Date, as reported by the New
York Stock Exchange ("NYSE").

3.3 Informational Materials. A true and correct copy of the CBL/OP Partnership
Agreement (excluding the CBL/OP Partnership Agreement Amendment which shall be
in effect as of the Closing) has been furnished by CBL/OP to Contributors.
Contributors hereby acknowledge and agree that the ownership of Partnership
Interests and Contributors' rights and obligations as limited partners of CBL/OP
(including, without limitation the right to transfer, encumber, pledge and
exchange Partnership Interests) shall be subject to all of the express
limitations, terms, provisions and restrictions set forth in the CBL/OP
Partnership Agreement as modified by the CBL/OP Partnership Agreement Amendment.
In that regard, Contributors hereby covenant and agree that, at Closing,
Contributors shall execute any and all documentation reasonably required by
CBL/OP and CBL/REIT to formally memorialize the provisions of Sections 3.2 and
this 3.3. Contributors further acknowledge that they have access to or have
received and reviewed, prior to the date of this Agreement, any and all
information that Contributors have deemed necessary with respect to CBL/REIT and
Contributors' participation in CBL/OP as a limited partner thereof. Certain
materials and information referred to in this Section 3.3 are listed on Schedule
3.3 hereto and shall be collectively referred to as "Informational Materials."

                                       10
<PAGE>

3.4 Registration Rights. Contributors shall be entitled to the registration
rights, in respect of K-SCUs issued hereunder, that are set forth in a
registration rights agreement substantially in the form attached hereto as
Exhibit O (the "Registration Rights Agreement").

3.5 Delivery of Deposit. Within two (2) business days following the full
execution of this Agreement, CBL/OP shall deliver to Oak Park Property Owner the
Letter of Credit, defined below. As used herein, the term "Deposit" shall mean
any proceeds of, or moneys paid in connection with, the Letter of Credit,
including, without limitation, any interest thereon. The term "Letter of Credit"
shall mean an irrevocable standby letter of credit (i) in the form attached
hereto as Exhibit Q and made a part hereof (which shall be same Letter of Credit
for the Hickory Point Contract and the Oak Park Contract, (ii) in the face
amount of Ten Million Dollars ($10,000,000), (iii) naming Oak Park Property
Owner as beneficiary, (iv) issued for the benefit of Property Owner, Oak Park
Property Owner and Hickory Point Property Owner with the ability to draw by Oak
Park Property Owner pursuant to the terms of this Agreement, (v) issued by and
drawn upon First Tennessee Bank, N.A. or Wells Fargo Bank, N.A., and (vi) issued
for a term of sixty (60) days from its date of issuance with a right, upon ten
(10) days notice prior to the expiration of such sixty (60) day term, for CBL/OP
to extend the term of the Letter of Credit for an additional sixty (60) days.
Property Owner will only be permitted to draw on the Letter of Credit in the
event (1) of a default by CBL/OP under this Agreement or under either of the
Other Mall Contracts, or (2) the Letter of Credit has not been renewed or
extended and less than ten (10) days remain prior to the expiration thereof. In
the event of any drawing on any Letter of Credit by Oak Park Property Owner, the
proceeds will be payable exclusively to Escrow Agent, and such proceeds will be
held as the Deposit under this Agreement and under the Other Mall Contracts and
will be subject to disposition by the Escrow Agent in accordance with the terms
and conditions of this Agreement and under the Other Mall Contracts. The Deposit
shall be non-refundable and the proceeds shall be disbursed 76% to Oak Park
Property Owner, 15.46% to Property Owner and 8.54% to Hickory Point Property
Owner in the event of a termination of this Agreement or failure to close by
CBL/OP, subject to the exceptions provided in Section 3.6 below.

3.6 Disposition of Deposit. If the transaction contemplated hereby is
consummated in accordance with the terms and provisions hereof, the Letter of
Credit shall be returned to CBL/OP at Closing (or if the Letter of Credit is
converted to the Deposit before Closing, the Deposit will be applied to the
Purchase Price at Closing). If this Agreement is terminated by Property Owner or
CBL/OP pursuant to Section 4.3.2, Section 4.3.3, Section 4.3.6, Section 5.2,
Section 5.3, Section 8.3, Section 10.2, Section 11.1, or Section 11.3, the
Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as
provided in the relevant Section pertaining to such termination. Additionally,
if this Agreement is terminated by CBL/OP pursuant to Section 2.3.2, by reason
of a default under the Other Mall Contracts by Oak Park Property Owner, Eastland
Medical Building Property Owner, Hickory Point Property Owner, or the Other Mall
Contributors, the Letter of Credit or Deposit, as applicable, shall be returned
to CBL/OP as provided in Section 2.3.2.

3.7 Cash Consideration Payment. The Cash Consideration shall be paid by wire
transfer of immediately available federal funds and allocated among Contributors
at the Closing, in accordance with Schedule I hereto, and shall be reduced by
the Election Amount for any Electing Contributor. CBL/OP shall deposit such
funds into Escrow no later than the Business


                                       11
<PAGE>

Day immediately preceding the
Closing Date in sufficient time such that the Closing may occur and Escrow
Holder will be able to deliver good funds to Contributors or Contributors'
designees no later than 1:00 p.m. on the Closing Date.

                                  ARTICLE IV
                           INSPECTION AND TITLE REVIEW

4.1   CBL/OP's Inspections.

4.1.1 Inspections, Tests and Studies. CBL/OP acknowledges that prior to the
Final Approval Date, CBL/OP and CBL/OP's authorized agents, consultants,
contractors and representatives have been afforded access to the Real Property
to inspect and conduct such tests and studies of the Real Property as CBL/OP has
deemed appropriate to determine the suitability of the Property for CBL/OP's
purposes, and that CBL/OP has performed all such investigations as CBL/OP deems
necessary. CBL/OP and CBL/OP's authorized agents, consultants, contractors and
representatives may continue to have reasonable access to the Real Property at
all reasonable times during normal business hours to inspect and conduct
reasonably necessary non-invasive tests and studies of the Real Property and the
Improvements, but notwithstanding anything to the contrary contained in this
Agreement, CBL/OP shall have no right to terminate this Agreement by reason of
any matter revealed by any such entry, inspection, tests and studies. CBL/OP
shall not conduct any invasive inspections, tests or studies of the Real
Property without the specific prior written approval of Property Owner, which
approval shall not be unreasonably withheld by Property Owner. If CBL/OP desires
access to the Real Property, CBL/OP shall give at least 24 hours prior written
or oral notice to Property Owner and Property Owner's Property Manager of
CBL/OP's intention to enter the Real Property. Property Owner may impose
reasonable conditions on any inspections, tests and studies to be conducted by
CBL/OP or CBL/OP's authorized agents, consultants, contractors and
representatives to ensure that CBL/OP takes all appropriate safety precautions
and observes the requirements of Section 4.4 below. At Property Owner's option,
a representative of Property Owner may be present for any such inspection, test
or study. CBL/OP shall bear the cost of all inspections, tests and studies
conducted by or on behalf of CBL/OP.

4.1.2 CBL/OP's Delivery of Information to Property Owner. Upon Property Owner's
request, CBL/OP agrees to deliver to Property Owner, promptly following the
receipt thereof by CBL/OP and at no cost to Property Owner, copies of any and
all reports, tests, studies and test results obtained by CBL/OP from independent
third parties by or on behalf of CBL/OP with respect to the Property before or
after the execution and delivery of this Agreement, including those involving
the structural, geologic, environmental or other condition of the Property or
otherwise relating to the Property (collectively, "CBL/OP's Information").
Property Owner hereby acknowledges that CBL/OP has not made and does not make
any warranty or representation regarding the truth or accuracy of any CBL/OP's
Information, and neither Property Owner nor any Contributor shall have the right
to rely on the same unless it obtains the written permission to do so from the
preparer thereof. Nothing contained in this Section 4.1.2 shall be deemed to
obligate CBL/OP to deliver to Property Owner any CBL/OP's Information which
CBL/OP obtains following the Closing.

                                       12
<PAGE>

4.1.3 Tenant and Governmental Authority Inquiries. Subject to the provisions of
this Section and Section 4.4 below, CBL/OP shall have the right, as part of
CBL/OP's due diligence investigation, to contact the Tenants, the Anchor Stores,
Property Owner's Property Manager and governmental authorities about various
aspects of the Property. CBL/OP shall provide Property Owner with at least 24
hours prior written or oral notice of each such inquiry, contact, interview and
meeting and Property Owner shall have the right to have a representative of
Property Owner present and otherwise participate in all such inquiries,
contacts, interviews and meetings. Contributors shall not be liable or bound in
any manner by any oral or written statements, representations or information
provided by any Tenant, any Anchor Store, Property Owner's Property Manager, any
governmental authority or any of such parties' personnel, employees or
contractors (including any on site building manager or building engineer).

4.2   Document Review.

4.2.1 Property Records. Following the Effective Date, Property Owner shall make
available to CBL/OP either at the Real Property or at Property Owner's offices
in Leawood, Kansas, or at the Property Manager's office in Leawood, Kansas,
copies of those documents and property records relating solely to the Property,
other than the Excluded Documents, which are within the possession of Property
Owner or Property Owner's affiliates and advisors. Following the Effective Date,
Property Owner shall direct Property Owner's Property Manager to make available
to CBL/OP at the Property Manager's office, or at the on-site management office
at the Real Property, all of those documents and property records relating
solely to the Property, other than the Excluded Documents, which are in the
possession of Property Owner's Property Manager. All of such documents, reports,
tests, studies and property records delivered to, made available to, copied
and/or reviewed by or on behalf of CBL/OP in connection with the Property
(whether before or after the Effective Date and specifically including all
Tenant Leases and Service Contracts), other than the Excluded Documents, are
sometimes referred to collectively herein as the "Property Records."

4.2.2 Excluded Documents. As used herein, "Excluded Documents" shall mean (a)
any purchase and escrow agreements and correspondence pertaining to Property
Owner's acquisition of the Property (other than documents pertaining to the
physical or environmental condition of the Real Property), (b) any documents
pertaining to the potential acquisition of the Property by any past or
prospective purchasers (other than documents relating to the physical or
environmental condition of the Real Property), (c) any third party purchase
inquiries and correspondence, appraisals or economic evaluations of the
Property, (d) Property Owner's organizational documents and records, internal
budgets, financial projections, reports or correspondence prepared by Property
Owner or by Property Owner's advisor exclusively for Property Owner or Property
Owner's constituent principals and any other internal documents (other than
documents relating to the physical, financial or environmental condition of the
Real Property), (e) any personnel records and files maintained by or on behalf
of Property Owner with respect to individuals, if any, employed at or in
connection with the Real Property which Property Owner is obligated by law or
otherwise to keep confidential, and (f) any documents or materials which are the
subject of a confidentiality obligation. If any document or material subject to
a confidentiality obligation will be binding on the Company after the Closing,
Property Owner shall use its best efforts to obtain any required consents to
disclose the same to CBL/OP and will notify CBL/OP if there are any such
documents or materials for which it has not been


                                       13
<PAGE>

able to obtain such consent.
Notwithstanding anything in this Section 4.2 to the contrary, Property Owner
shall have no obligation to make available to CBL/OP and CBL/OP's authorized
agents, consultants, contractors and representatives, and CBL/OP and CBL/OP's
authorized agents and representatives shall have no right to inspect or make
copies of, any of the Excluded Documents.

4.2.3 Proprietary Information. CBL/OP acknowledges and agrees that the Property
Records are proprietary and confidential in nature and have been or will be made
available to CBL/OP solely to assist CBL/OP in determining the feasibility of
purchasing the Property. CBL/OP agrees, prior to the Closing, not to disclose
the Property Records, any of the CBL/OP's Information, or any analyses,
compilations, studies or other documents or records prepared by or on behalf of
CBL/OP from any of the Property Records or the CBL/OP's Information
(collectively, the "Proprietary Information") to any party outside of CBL/OP's
organization except (a) as necessary to CBL/OP's agents, consultants,
contractors, representatives, attorneys, accountants, lenders, prospective
lenders, investors and/or prospective investors (collectively, the "Permitted
Outside Parties"), or (b) as may be required by any law applicable to CBL/OP.
CBL/OP further agrees to notify all Permitted Outside Parties that, prior to the
Closing, the Proprietary Information is to be kept confidential and not
disclosed to third parties. In permitting CBL/OP and the Permitted Outside
Parties to review the Property Records to assist CBL/OP, Property Owner has not
waived any privilege or claim of confidentiality with respect thereto, and no
third party benefits or relationships of any kind, either expressed or implied,
have been offered, intended or created by Property Owner and any such claims are
expressly rejected by Property Owner and waived by CBL/OP.

4.2.4 Return of Property Records. At such time as this Agreement is terminated
for any reason, CBL/OP shall return to Property Owner the copies of all of the
Property Records delivered to CBL/OP by or on behalf of Property Owner, and
CBL/OP shall destroy, and instruct all Permitted Outside Parties in writing to
destroy, any and all copies CBL/OP or the Permitted Outside Parties have made of
the Property Records.

4.2.5 No Representation or Warranty By Property Owner. CBL/OP acknowledges that
many of the Property Records were prepared by third parties other than Property
Owner. CBL/OP further acknowledges and agrees that, except as expressly set
forth in this Agreement, (a) neither Property Owner nor any of Property Owner's
respective agents, advisors, employees or contractors has made any warranty or
representation regarding the truth, accuracy or completeness of the Property
Records, (b) Property Owner expressly disclaims any such representation or
warranty, and (c) Property Owner has not undertaken any independent
investigation as to the truth, accuracy or completeness of the Property Records
and Property Owner is providing the Property Records or making the Property
Records available to CBL/OP solely as an accommodation to CBL/OP.

4.2.6 Remedies. In addition to any other remedies available to Property Owner
and Contributors, Property Owner and Contributors shall have the right to seek
equitable relief (including specific performance and injunctive relief) against
CBL/OP and CBL/OP's agents, consultants, contractors and representatives to
enforce the provisions of Section 4.2.3 and Section 4.2.4.

                                       14
<PAGE>

4.3   Title.

4.3.1 Title Documents. Prior to the execution and delivery of this Agreement,
CBL/OP received copies of the following items (collectively, the "Title
Documents"): (a) that certain Title Commitment No1606000261776 issued effective
July 29, 2005 by Chicago Title Insurance Company, as agent for the Title Company
with respect to the Real Property (the "Title Commitment"); (b) all documents
referred to in the Schedule B exceptions shown on the Title Commitment; (c) that
certain Land Title Survey of the Real Property prepared by Farnsworth Group as
Project No. 105637, certified by Brian R. Myers, PLS No. 3032, on September 7,
2005 (the "ALTA Survey"); and (d) an update and/or modification and
recertification of the ALTA Survey which has been ordered by CBL/OP, at CBL/OP's
sole cost and expense(the "Updated Survey"). CBL/OP shall promptly request and
deliver to the Title Company the Updated Survey in sufficient time prior to the
Title Objection Deadline so that any title exception for discrepancies,
conflicts in boundary lines, shortages in area, encroachments, easements or
claims of easements and other matters which would be disclosed by a physical
inspection of the Real Property, the ALTA Survey or by the Updated Survey
(collectively, "Survey Exceptions") shall be addressed as Title Objections
pursuant to Section 4.3.2 below.

4.3.2 Review of Title. All matters shown in the Title Documents which are not
objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title
Objection Notice") to Property Owner on or before the Title Objection Deadline
shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers
CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection
Deadline specifying CBL/OP's objection to any title exception pertaining to the
Real Property shown in the Title Documents (each a "Title Objection" and
collectively the "Title Objections"), Property Owner may, but except for
Voluntary Title Encumbrances, shall not be obligated to, remove from the Title
Policy or insure against (by title endorsement from the Title Company or
otherwise) some or all of such Title Objections. If Property Owner is able and
willing to remove or insure against some or all of the Title Objections,
Property Owner shall notify CBL/OP in writing within 5 days after the Title
Objection Deadline ("Property Owner's Notice Period") of those Title Objections
which Property Owner intends to attempt to remove or insure against on or before
the Closing Date (said notice hereinafter called "Property Owner's Title
Notice"). Without the necessity of objection by CBL/OP, Property Owner shall
comply with all of the requirements set forth in Schedule C of the Title
Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have
no obligation whatsoever to remove or insure against any Title Objections. If
Property Owner delivers Property Owner's Title Notice and thereafter Property
Owner is unable to remove or insure against any Title Objection as indicated in
Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP
and CBL/OP's sole remedy in such event shall be to either waive such Title
Objections and proceed with the Closing or terminate this Agreement. If Property
Owner does not deliver Property Owner's Title Notice to CBL/OP within Property
Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP
that Property Owner is unable or unwilling to remove or insure against the Title
Objections. If Property Owner notifies or is deemed to have notified CBL/OP that
Property Owner is unable or unwilling to remove or insure against any particular
Title Objection, CBL/OP shall be deemed to have waived those Title Objections
which Property Owner is unable or unwilling to remove or insure against unless
on or before the later to occur of (i) the Final Approval Date or (ii) 5 days
following receipt of the Property Owner's Title Notice (or 5 days following the
last day of the


                                       15
<PAGE>

Property Owner's Notice Period if the Property Owner does not
give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and
Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to
terminate this Agreement by written notice to Property Owner and Escrow Holder
as provided in the preceding sentence, CBL/OP shall be entitled to a return of
the Letter of Credit or the Deposit, as applicable, and neither party shall have
any further rights or obligations under this Agreement, except for those
obligations of CBL/OP under this Agreement which expressly survive the
termination of this Agreement ("CBL/OP's Surviving Obligations").

4.3.3 Additional Title Objections. CBL/OP shall have the right to object to any
new title exceptions (other than Permitted Exceptions as defined in Section
4.3.7 below) first raised by the Title Company in any modification, update,
recertification or amendment to the Title Commitment which is issued after the
Effective Date of this Agreement by giving written notice ("CBL/OP's Additional
Title Objection Notice") to Property Owner within 5 days after CBL/OP's receipt
of any such modification, update, recertification or amendment, but in any event
no later than the Closing Date. If CBL/OP timely delivers CBL/OP's Additional
Title Objection Notice to Property Owner specifying CBL/OP's objection to any
new title exception first raised in a modification, update, recertification or
amendment to the Title Commitment which is issued after the Effective Date of
this Agreement (each an "Additional Title Objection" and collectively the
"Additional Title Objections"), Property Owner may, but except for Voluntary
Title Encumbrances, shall not be obligated to attempt to remove from the Title
Commitment or otherwise insure (at Property Owner's expense) against some or all
of such Additional Title Objections set forth in any CBL/OP's Additional Title
Objection Notice. If Property Owner does not notify CBL/OP in writing within 5
days after Property Owner's receipt of CBL/OP's Additional Title Objection
Notice (but in any event prior to the Closing Date) that Property Owner is
willing to so remove or otherwise insure against any Additional Title
Objections, Property Owner shall be deemed to have notified CBL/OP that Property
Owner is unable or unwilling to remove or otherwise insure against such
Additional Title Objections. If Property Owner does notify CBL/OP that Property
Owner is willing to remove or otherwise insure against any Additional Title
Objections and thereafter Property Owner is unable to remove or otherwise insure
against any Additional Title Objections as indicated in Property Owner's notice,
Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in
such event shall be to either waive such Additional Title Objection and proceed
with the Closing or terminate this Agreement. If Property Owner notifies or is
deemed to have notified CBL/OP that Property Owner is unable or unwilling to
remove or insure against any particular Additional Title Objection, CBL/OP shall
be entitled to terminate this Agreement by delivering within 10 days after the
CBL/OP's Additional Title Objection Notice written notice to Property Owner and
Escrow Holder terminating this Agreement. CBL/OP's failure to deliver such
written notice electing to terminate this Agreement to Property Owner and Escrow
Holder within such 10 day period shall be deemed CBL/OP's waiver of the
particular Additional Title Objection which Property Owner is unable or
unwilling to remove from the Title Policy or otherwise insure against. If this
Agreement is terminated on or before the Closing Date by reason of an Additional
Title Objection, the Letter of Credit or the Deposit, as applicable, shall be
returned to CBL/OP (including all interest which has accrued thereon while the
Deposit was held by Escrow Holder, but not any interest which has accrued
thereon while held by Property Owner) and neither party shall have any further
rights or obligations under this Agreement, except for the CBL/OP's Surviving
Obligations. Notwithstanding anything herein to the contrary, if CBL/OP's right


                                       16
<PAGE>

to terminate this Agreement pursuant to the foregoing provisions of this Section
4.3.3 has not expired prior thereto, it shall expire upon the Closing Date. If
CBL/OP is first notified of any new title exception (other than Permitted
Exceptions) less than 15 days prior to the Closing Date, the Closing shall be
extended until 5 days after the disposition of such new title exception is
determined pursuant to this Section 4.3.3.

4.3.4 Voluntary Title Encumbrances. As used herein "Voluntary Title
Encumbrances" means liens or encumbrances against the Property that are created
by Property Owner or which result from Property Owner's failure to pay for an
obligation of Property Owner after the Effective Date and that can be removed or
insured against solely by the payment of a liquidated sum of money; provided,
however, that the term "Voluntary Title Encumbrances" as used in this Agreement
shall not include the following: (a) any Permitted Exceptions; (b) any action
taken or matter of title created by any tenants or Anchor Stores pursuant to the
terms and provisions of the Tenant Leases or the Operating Agreement; (c) Tenant
Leases or any liens or encumbrances against the Property created pursuant to a
Tenant Lease by the Tenant thereunder; (d) any liens or encumbrances against the
Property that are approved by CBL/OP or deemed approved by CBL/OP in accordance
with the provisions of this Agreement, including, but not limited to, the
Closing Date Debt; or (e) any liens or encumbrances against the Property which,
pursuant to the Operating Agreement, a Tenant Lease or otherwise, are to be
discharged by any Anchor Store, a Tenant or any other occupant of the Real
Property. Notwithstanding anything to the contrary contained in Section 4.3.2 or
Section 4.3.3 above, Property Owner shall remove from the Title Policy or
otherwise insure against all Voluntary Title Encumbrances on or before the
Closing. If from time to time prior to the Closing, either Property Owner or
CBL/OP shall become aware of any Voluntary Title Encumbrances, then Property
Owner or CBL/OP shall promptly notify the other party thereof, which notice
shall describe in reasonable detail the Voluntary Title Encumbrance(s) at issue
and Property Owner shall remove from the Title Policy or otherwise insure
against all such Voluntary Title Encumbrance(s) on or prior to Closing.

4.3.5 Use of Total Consideration to Discharge Liens. At the Closing, Property
Owner may, at Property Owner's/Contributors' option, use the proceeds of the
Total Consideration to discharge any monetary lien or encumbrance which Property
Owner elects to pay or discharge; provided, however, the preceding shall not be
construed as obligating Property Owner to satisfy any lien or encumbrance on the
Property other than Voluntary Title Encumbrances. Any lien or encumbrance or
apparent lien or encumbrance appearing of record against the Property which can
be discharged by the payment of money shall not be an objection to title if
Property Owner, at Property Owner's sole option, shall at the Closing cause to
be delivered either (a) a duly executed and acknowledged satisfaction along with
the filing fee, or (b) a payoff letter or demand and the appropriate funds to
satisfy the lien or encumbrance.

4.3.6 Title Policy. CBL/OP's obligation to consummate the transactions
contemplated by this Agreement shall be subject to and conditioned upon the
Title Company's willingness to issue, upon the condition of the payment of the
Title Company's premium and the delivery of the documents referred to in Section
5.6 below, an ALTA Extended Coverage Owner's Policy of Title Insurance (referred
to herein as the "Title Policy"), insuring the Company in the amount of the
Total Consideration plus the Closing Date Debt that fee title to the Real
Property is vested in the Company as of the Closing, subject only to the title
policy form conditions, exclusions from coverage and exceptions, and the
Permitted Exceptions.


                                       17
<PAGE>

Notwithstanding the immediately preceding sentence, the
issuance of ALTA Extended Coverage and any title endorsements as part of the
Title Policy shall not be a condition precedent to the Closing unless (a) CBL/OP
has delivered to the Title Company prior to the Closing Date, any necessary
modification, update or recertification of the ALTA Survey in current insurable
form and otherwise satisfactory to the Title Company, (b) the Title Company
confirms in writing to CBL/OP and Property Owner prior to the Title Objection
Deadline the Title Company's willingness to issue ALTA Extended Coverage and
those title endorsements which have been requested by CBL/OP prior to the Title
Objection Deadline, and (c) CBL/OP pays for all costs of such ALTA Extended
Coverage in excess of ALTA Standard Coverage and the costs of any such title
endorsements requested by CBL/OP (other than any endorsements Property Owner has
agreed to cause to be issued pursuant to a Property Owner's Title Notice),
provided that in any event issuance of a "Fairway" endorsement (with respect to
the transfer of the LLC Interests to CBL/OP) and a non-imputation endorsement
(with respect to any knowledge that might be imputed to the Company through
Property Owner or any Contributor) as part of the Title Policy shall be
conditions precedent to the Closing for the benefit of CBL/OP. If, prior to the
Title Objection Deadline, CBL/OP has not delivered any necessary modification,
update or recertification of the ALTA Survey in current insurable form
satisfactory to the Title Company and the Title Company has not confirmed in
writing to CBL/OP and Property Owner prior to the Title Objection Deadline the
Title Company's willingness to issue ALTA Extended Coverage and those title
endorsements requested by CBL/OP, then the condition in this Section 4.3.6 shall
be the Title Company's willingness to issue an ALTA Standard Coverage Owner's
Policy of Title Insurance (with only those endorsements the Title Company has
affirmatively agreed in writing prior to the Title Objection Deadline to issue)
and all references in this Agreement to the "Title Policy" shall mean and refer
to such ALTA Standard Coverage Owner's Policy of Title Insurance rather than an
ALTA Extended Coverage Owner's Policy of Title Insurance. In the event of any
failure of the condition in this Section 4.3.6, CBL/OP shall have the right to
terminate this Agreement by delivering written notice thereof to Property Owner
and Escrow Holder no later than the Closing Date, and the failure by CBL/OP to
timely deliver such notice of termination shall be deemed CBL/OP's waiver of
such condition. If such termination notice is provided, Property Owner shall
nonetheless have a period of 10 days after receipt of such notice to satisfy
such condition (and the Closing Date shall be accordingly extended, if
applicable), and if such condition is remedied within such 10 day period, the
Closing shall be consummated in accordance with the provisions of this
Agreement; provided, however, that in no event shall such cure period extend
beyond the expiration of any commitment for the Closing Date Debt or expiration
date of any rate lock agreement for the Closing Date Debt (whichever is
earlier), as such dates may be extended by Property Owner at its sole cost and
expense, unless Property Owner borrows the Closing Date Debt prior to the
applicable expiration dates. In the event of any such termination, the Letter of
Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither
party shall have any further rights or obligations under this Agreement, except
for the CBL/OP's Surviving Obligations. The Title Company's willingness at
Closing to issue the Title Policy to CBL/OP shall only be a condition to
CBL/OP's obligations and not a covenant of Property Owner.

4.3.7 Permitted Exceptions. As used in this Agreement, the term "Permitted
Exceptions" shall mean (a) all matters disclosed in the Title Documents and to
which CBL/OP does not raise a Title Objection prior to the Title Objection
Deadline, or, having objected, CBL/OP waives or is deemed to have waived in
accordance with the provisions of Section 4.3.2


                                       18
<PAGE>

above; (b) any new title
exceptions first raised by the Title Company in any modification, update,
recertification or amendment to the Title Commitment issued after the Effective
Date and to which CBL/OP does not raise an Additional Title Objection within the
prescribed time, or, having objected, CBL/OP waives or is deemed to have waived
in accordance with the provisions of Section 4.3.3 above; (c) any liens or
encumbrances relating to the Closing Date Debt; (d) the Ground Lease; (e) all
existing Tenant Leases, all new Tenant Leases and amendments, modifications,
supplements and extension to any of the foregoing which are entered into
following the Effective Date and are permitted pursuant to this Agreement, and
the rights of Tenants in possession thereunder, as tenants only; (f) the
Operating Agreement; (g) any financing statements, chattel mortgages or other
liens and encumbrances relating to financing obtained by Tenants and encumbering
only the property of Tenants; (h) any Survey Exceptions unless objected to by
CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate
Taxes (including liens for community facilities districts, business improvement
districts or local improvement districts) for the fiscal year in which the
Closing occurs; (j) all zoning restrictions, regulations and requirements, all
building codes and all other applicable laws, ordinances and governmental
regulations affecting the Property; and (k) all matters directly or indirectly
caused by CBL/OP or arising through CBL/OP. Notwithstanding anything to the
contrary contained in this Agreement, liens and encumbrances for the payment of
any non-delinquent community facilities district taxes, business improvement
district charges and/or any local improvement district levies and special
assessments shall not be discharged at Closing and shall not be an objection to
title (subject to the proration of the current installments thereof as provided
in Section 6.2 below).

4.4   Inspection Obligations.

4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real
Property and conducting any investigations, inspections, tests and studies of
the Property or the Property Records prior to or following the execution and
delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors
and representatives shall be obligated to: (a) comply with all terms of the
Operating Agreement and the Tenant Leases regarding entry rights and obligations
of third parties and not disturb the Anchor Stores, the Tenants or other
occupants or interfere with the Anchor Stores', the Tenants' or other occupants'
right of quiet enjoyment or use of the Property pursuant to the Operating
Agreement, any Tenant Leases or other occupancy rights; (b) not unreasonably
interfere with the operation, use and maintenance of the Property or the
remainder of the Shopping Center or any of the construction work being performed
at the Property or the remainder of the Shopping Center; (c) not damage any part
of the Property or the remainder of the Shopping Center or any personal property
owned or held by any Anchor Store, any Tenant or other occupant of the Shopping
Center or any third party; (d) not injure or otherwise cause bodily harm to
Property Owner, any Anchor Store, any Tenant or any other occupant of the
Shopping Center or any of their respective agents, contractors and employees, or
any other third party; (e) maintain commercial general liability (occurrence)
insurance in terms and amounts set forth in Section 4.4.3 covering any accident
arising as a result of the presence of CBL/OP and CBL/OP's agents, consultants,
contractors and representatives on the Real Property and deliver a certificate
of insurance verifying such coverage to Property Owner prior to any entry upon
the Real Property (such insurance policy maintained by or on behalf of CBL/OP
shall insure the contractual liability of CBL/OP covering the indemnities herein
and shall (i) name the Property Owner and Property Owner's Property Manager as


                                       19
<PAGE>

additional insureds, (ii) contain a cross-liability provision, and (iii) contain
a provision that "the insurance provided by CBL/OP hereunder shall be primary
and non-contributing with any other insurance available to Property Owner"); (f)
promptly pay when due the costs of all tests, investigations, studies and
examinations done with regard to the Property; (g) not permit any liens to
attach to the Property or the remainder of the Shopping Center by reason of the
exercise of CBL/OP's rights hereunder and promptly remove or cause to be removed
(by bonding or otherwise) any such liens which attach to the Property or the
remainder of the Shopping Center; (h) fully restore the Real Property and the
Personal Property to the condition in which the same was found before any such
inspections, tests or studies were undertaken; provided that CBL/OP shall have
no obligation to remediate any hazardous materials on the Property except to the
extent CBL/OP introduced the same onto the Property or exacerbated any
pre-existing hazardous materials condition at the Property; (i) comply with the
confidentiality standards set forth in Section 4.2 above; and (j) comply with
the terms and provisions of Section 4.1 above.

4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold
Property Owner and Property Owner's respective agents, advisors, employees and
contractors harmless from and against any and all liens, claims, losses,
liabilities, damages, costs, causes of action and expenses (including reasonable
attorneys' fees and court costs) (collectively, "Claims") arising out of (a)
CBL/OP's negligence or willful misconduct or the negligence or willful
misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's
investigations, inspections, tests and studies of the Property and/or the
Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or
representatives of the provisions of this Article IV, excluding, however, any
Claims arising from the sole negligence or intentional misconduct of a person to
be indemnified hereunder. Notwithstanding any provision to the contrary
contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3
and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall
survive the Closing or earlier termination of this Agreement.

4.4.3 CBL/OP's Insurance. CBL/OP shall deliver to Property Owner a certificate
of insurance providing the following: (a) commercial general liability insurance
insuring Property Owner for bodily injury, property damage and personal injury
liability, each with a limit liability of $3,000,000 for each occurrence and in
the aggregate, (b) in like amount covering CBL/OP's contractual liability under
the aforesaid hold harmless provision, and automobile liability insurance limits
for each occurrence of not less than $1,000,000 with respect to personal injury
or death and $500,000 with respect to property damage, and (c) workers
compensation insurance or similar insurance in form and in amounts required by
law.

4.5   Intentionally omitted.

4.6 CBL/OP Deliveries Upon Termination. If this Agreement is terminated pursuant
to any of the applicable terms hereof for any reason other than a default solely
on the part of Property Owner or Contributors, (i) the provisions of Section
4.1.2 shall survive such termination for a period of one year and (ii) CBL/OP
covenants and agrees to deliver to Property Owner no later than 5 Business Days
following the date of such termination the originals of all Property Records, if
any, delivered to CBL/OP by or on behalf of Property Owner. In addition to any
other remedies available to Property Owner, Property Owner shall have the right
to seek


                                       20
<PAGE>

equitable relief (including specific performance) against CBL/OP and
CBL/OP's representatives to enforce the provisions of this Section 4.6.

4.7 Cancellation of Service Contracts. Subject to the Tenant Prospect Commission
Obligations as set forth below, Property Owner shall terminate effective as of
the Closing that certain leasing and management agreement dated July 1, 2000,
between Property Owner and Property Owner's Property Manager (the "Property
Management Agreement") and any other existing leasing listing agreement entered
into by Property Owner for the Real Property. Property Owner shall give notice
of cancellation of all Service Contracts except those identified on Exhibit J
attached hereto, which notice of termination by Property Owner shall be
effective as of the Closing and conditional upon the Closing taking place in a
timely manner in accordance with this Agreement. Property Owner and CBL/OP agree
as follows with respect to the cancellation fees, penalties, damages or
payments, if any, required to be paid for the cancellation of any Service
Contracts: (a) CBL/OP shall pay any cancellation fee, penalty, damages or
payment required for the cancellation of any Service Contract (other than the
Property Management Agreement or any other existing leasing listing agreement
entered into by Property Owner for the Real Property) in accordance with
CBL/OP's request; (b) Property Owner shall pay any cancellation fee, penalty,
damages or payment (other than the Tenant Prospect Commission Obligations)
required for the cancellation of the Property Management Agreement or any other
existing leasing listing agreement entered into by Property Owner with respect
to the Real Property, and (c) the Company shall be responsible for the
obligations of Property Owner pursuant to the Property Management Agreement to
pay, or reimburse Property Owner for the payment of, a leasing commission to
Property Owner's Property Manager if following the termination of the Property
Management Agreement a lease is entered into with a party identified as a
prospective tenant, and disclosed in writing to CBL/OP at least 5 days prior to
the Closing Date, with whom Property Owner and/or Property Owner's Property
Manager had been negotiating prior to the termination of the Property Management
Agreement (the "Tenant Prospect Commission Obligations"). Notwithstanding
anything to the contrary contained herein, Property Owner's cancellation of any
Service Contract (other than the Property Management Agreement with Property
Owner's Property Manager or any existing leasing listing agreement entered into
by Property Owner for the Real Property) shall not be a condition to Closing or
CBL/OP's obligations hereunder. At the Closing, Property Owner shall terminate
all Service Contracts other than those identified on Exhibit J attached hereto.
CBL/OP acknowledges that, notwithstanding the foregoing, Property Owner shall
have no obligation to terminate and the Company shall assume at Closing the
Tenant Prospect Commission Obligations of Property Owner pursuant to the
Property Management Agreement.

                                  ARTICLE V
                               ESCROW AND CLOSING

5.1   Escrow.

5.1.1 Opening of Escrow. Property Owner, Contributors and CBL/OP shall open an
escrow (the "Escrow") with Escrow Agent for the consummation of the transaction
contemplated by this Agreement by delivering copies of this Agreement executed
by the parties to Escrow Agent at the Escrow Agent's address specified in
Section 1.6 above. Upon receipt of this Agreement executed by the parties,
Escrow Agent shall (a) execute and date the Joinder by


                                       21
<PAGE>

Escrow Agent attached
hereto solely in order to evidence Escrow Agent's agreement to act as Escrow
Agent in accordance with the terms and provisions of this Agreement, (b)
immediately notify Property Owner and CBL/OP in writing by facsimile of the date
Escrow Agent has executed the attached Joinder by Escrow Agent and (c)
immediately deliver to Property Owner and CBL/OP by overnight courier ink-signed
originals of this Agreement fully executed in counterpart by Property Owner,
Contributors, CBL/OP and Escrow Agent.

5.1.2 Escrow Instructions. This Agreement, together with such supplementary or
further escrow instructions as Property Owner, Contributors and CBL/OP shall
provide to Escrow Agent by written agreement, shall constitute the instructions
to Escrow Agent for the Escrow. Property Owner, Contributors and CBL/OP hereby
authorize their respective attorneys to execute and deliver to Escrow Agent any
additional or supplementary instructions as may be necessary or convenient to
close the transaction contemplated hereby. Property Owner, Contributors and
CBL/OP also agree to execute, if necessary, Escrow Agent's standard or
pre-printed escrow instructions but only to the extent such standard or
pre-printed escrow instructions are consistent with this Agreement (including
Escrow Agent's duties contained herein) and are reasonably acceptable to
Property Owner, Contributors and CBL/OP. Any such additional or supplementary
instructions and/or any pre-printed or standard instructions shall not supersede
or conflict with this Agreement, and any such conflict shall be governed by the
terms of this Agreement.

5.1.3 Closing. As used in this Agreement, the "Closing" shall mean the
consummation of the contribution of the LLC Interests and the other transactions
contemplated in this Agreement, as evidenced by the deliveries by Contributors
of the documents and other items set forth in Section 5.4 below and by the
deliveries by CBL/OP of the documents, funds and other items set forth in
Section 5.6 below. Each party shall timely deposit with Escrow Agent the funds,
documents and supplementary written escrow instructions required by this
Agreement in order to consummate the Closing of the sale and transfer of the
Property in accordance with this Agreement.

5.1.4 Closing Date. The Closing shall occur through Escrow on the Closing Date.
Contributors and CBL/OP acknowledge and agree that time is expressly of the
essence with respect to the Closing Date specified in Section 1.5, and except as
otherwise provided in Sections 4.3.6 and Section 10.2, the failure of either
party to timely perform such party's obligations by such Closing Date shall
constitute a material breach of this Agreement.

5.2 Conditions Precedent to the Closing for the Benefit of CBL/OP. The Closing
and CBL/OP's obligation to consummate the transaction contemplated by this
Agreement are subject to the timely satisfaction or written waiver of the
following conditions precedent for CBL/OP's benefit set forth below in this
Section 5.2. The conditions precedent set forth below in Section 5.2.3 through
Section 5.2.12 are referred to as the "CBL/OP Closing Conditions." The CBL/OP
Closing Conditions must be satisfied or waived no later than the Closing Date.

5.2.1 Intentionally omitted.

5.2.2 Intentionally omitted.

                                       22
<PAGE>

5.2.3 Property Owner's and Contributors' Deliveries. On or before the Closing
Date, Property Owner and/or Contributors shall have delivered to Escrow Agent
the documents described in Section 5.4 below.

5.2.4 Representations and Warranties. All representations and warranties of
Property Owner and Contributors contained in Section 7.1 of this Agreement shall
be true and correct in all material respects as of the date made and as of the
Closing Date with the same effect as if those representations and warranties
were made at and as of the Closing Date and Contributors (or the Contributor
Representative identified in Section 13.22 below, on behalf of the Contributors)
shall have delivered to CBL/OP a certificate, dated as of the Closing Date,
confirming (without material exception or qualification) that all of the
representations and warranties of Property Owner and Contributors contained in
this Agreement, are true and correct in all material respects as of the Closing
Date as if made on and as of the Closing Date, and certifying an updated Lease
Schedule/Rent Roll in the same form as delivered herewith (the "Contributors
Closing Certificate"). If the Contributors Closing Certificate shall contain any
material exception or qualification, then this condition shall not be deemed
satisfied to such effect. Notwithstanding the foregoing, it is agreed that: (a)
any changes to the Lease Schedule/Rent Roll due to any or all of the following
shall not constitute material exceptions or qualifications for the purposes of
this condition: (i) any new Tenant Leases or amendments, modifications,
supplements, or extensions of existing Tenant Leases entered into by Property
Owner as permitted under Section 8.4 below, (ii) terminations of any existing
Tenant Leases either as entered into or effected by Property Owner as permitted
under Section 8.4 below or which do not require the consent or agreement of the
Property Owner, or (iii) defaults of any Tenants under any Tenant Leases; and
(b) any change in the physical condition of the Real Property after the Final
Approval Date shall not constitute material exceptions or qualifications for the
purposes of this condition unless such change in physical condition (1) would
cost CBL/OP in excess of One Million Dollars ($1,000,000) to repair, or (2) is
due to the failure of Property Owner to perform any express covenant set forth
in this Agreement. Nothing set forth in this Section shall be deemed to modify
the provisions of Article XI.

5.2.5 Covenants. As of the Closing Date, Property Owner and Contributors shall
have performed all material covenants and/or agreements to be performed by
Property Owner and Contributors under this Agreement and Property Owner and
Contributors shall not be in material default in the performance of any material
covenant or agreement to be performed by Property Owner and Contributors under
this Agreement.

5.2.6 Tenant and Anchor Store Estoppel Certificates. On or before the Closing
Date, CBL/OP shall have received estoppel certificates, dated not earlier than
August 16, 2005, from (i) all of the Anchor Stores ("REA Estoppel Certificates")
and (ii) from a sufficient number of non-Anchor Tenants of the Real Property
(the "Tenant Estoppel Certificates") so that Tenant Estoppel Certificates shall
be received with respect to not less than 80% of the rentable area of the
Improvements covered by Tenant Leases of non-Anchor Tenants. Property Owner
shall submit REA Estoppel Certificates to the Anchor Stores and the Tenant
Estoppel Certificates to the Tenants for execution and use commercially
reasonable efforts (as hereinafter described in this Section 5.2.6 below) to
obtain REA Estoppel Certificates in form approved by CBL/OP, and Tenant Estoppel
Certificates substantially in the form of Exhibit B attached hereto; provided,
however, that if the applicable Tenant Lease provides for a Tenant Estoppel
Certificate in a form


                                       23
<PAGE>

which is different from that attached as Exhibit B hereto
or otherwise limits the information required to be certified by the applicable
Tenant, then a Tenant Estoppel Certificate in substantially the form provided
for in an applicable Tenant Lease, or setting forth only such other information
as is required of the applicable Tenant pursuant to the applicable Tenant Lease,
shall be deemed in acceptable form (subject to the penultimate sentence of this
Section 5.2.6), and an REA Estoppel shall be deemed in acceptable form (subject
to the final sentence of this Section 5.2.6) if an REA Estoppel Certificate
covers all matters as are required under the Operating Agreement, or if no such
matters are required, if an REA Estoppel Certificate is in the form customarily
used by the Anchor Store. Property Owner's sole obligation hereunder shall be to
utilize commercially reasonable efforts to obtain such Tenant Estoppel
Certificates and REA Estoppel Certificates (such commercially reasonable efforts
obligation not including any obligation to institute legal proceedings, waive
any rights, or to grant any concessions or expend any monies therefor). Any
executed Tenant Estoppel Certificate received from a Tenant which has been
modified by the Tenant to allege a material default by Property Owner as
landlord under such Tenant's Tenant Lease or facts which are materially
inconsistent with the information set forth in the Tenant Estoppel Certificate
delivered to such Tenant shall not, at CBL/OP's election, be applied toward the
eighty percent (80%) requirement set forth above. Any executed REA Estoppel
Certificate which alleges a material default by Property Owner under the
Operating Agreement or facts which are materially inconsistent with the
information set forth in the REA Estoppel Certificate delivered to such Anchor
Store shall not, at CBL/OP's election, satisfy this closing condition.

5.2.7 Condemnation or Casualty. CBL/OP shall not have terminated this Agreement
by reason of the condemnation of a Material Portion of the Property in
accordance with Section 11.1 below and CBL/OP shall not have terminated this
Agreement by reason of Material Damage to the Real Property in accordance with
Section 11.3 below.

5.2.8 Title Policy. As of the Closing Date, the Title Company shall have issued
or irrevocably committed to issue the Title Policy to the Company as provided in
Section 4.3.6 above.

5.2.9 Lender Approval. The lender of the Closing Date Debt shall have approved
of the contribution of the LLC Interests to CBL/OP.

5.2.10 Company LLC Agreement. CBL/OP and Property Owner shall have agreed
upon the form and content of the Company's limited liability company agreement
(including any special purpose provisions thereof) and such agreed upon form
shall be entered into by the members of the Company upon formation of the
Company and not be modified or amended prior to the contribution of the LLC
Interests to CBL/OP without CBL/OP's prior written consent.

5.2.11 Closing Date Debt. The Company shall have refinanced its existing
mortgage with the Closing Date Debt which shall comply with the requirements set
forth in Section 5.7 below.

5.2.12 Simultaneous Closings Under Other Mall Contracts. The transactions
contemplated under the Other Mall Contracts shall close simultaneously with the
Closing hereunder, except this shall not be a CBL/OP Closing Condition if the
closing under the Other


                                       24
<PAGE>

Mall Contracts shall fail to occur by reason of the
default of CBL/OP, and in such case, the provisions of Section 2.3.2 shall
apply.

      CBL/OP shall not willfully or in bad faith act or willfully or in bad
faith fail to act for the purpose of permitting any CBL/OP Closing Condition to
fail. In the event any of the foregoing CBL/OP Closing Conditions are not
satisfied (or otherwise waived by CBL/OP) on the Closing Date for any reason
other than a default by Property Owner or Contributors or CBL/OP hereunder, and
such failure of condition is not remedied within 10 days after notice to
Property Owner of such failure of condition (provided, however, that in no event
shall such cure period extend beyond the expiration of any commitment for the
Closing Date Debt or expiration date of any rate lock agreement for the Closing
Date Debt (whichever is earlier), as such dates may be extended by Property
Owner at its sole cost and expense, unless Property Owner borrows the Closing
Date Debt prior to the applicable expiration dates), this Agreement shall
terminate, the Letter of Credit or the Deposit, as applicable, shall be returned
to CBL/OP and neither party shall have any further rights or obligations under
this Agreement, except for the CBL/OP's Surviving Obligations; in the event the
failure of any CBL/OP Closing Condition is also a default by Property Owner or
Contributors, the provisions of Section 10.2 shall govern; and in the event the
failure of any CBL/OP Closing Condition is also a default by CBL/OP, the
provisions of Section 10.1 shall govern. CBL/OP shall at all times prior to the
termination of this Agreement have the right to waive any of the CBL/OP Closing
Conditions. Except for those deemed waivers due to CBL/OP's failure to timely
deliver a notice of objection or termination, any such waiver shall be in
writing. Furthermore, the election by CBL/OP to proceed with the Closing and the
disbursement of the Total Consideration shall be deemed CBL/OP's waiver of any
CBL/OP Closing Condition to the extent any such CBL/OP Closing Condition has not
been previously satisfied or waived.

5.3 Conditions Precedent to the Closing for the Benefit of Contributors. The
Closing and Contributors' obligations with respect to the transaction
contemplated by this Agreement are subject to the timely satisfaction or written
waiver by the respective dates designated below of the following conditions
precedent for Contributors' benefit set forth below in this Section 5.3. The
conditions precedent set forth below in this Section 5.3 are referred to
collectively as the "Contributor Conditions Precedent" and individually as a
"Contributor Condition Precedent."

5.3.1 CBL/OP's Deliveries. On or before the Closing Date, CBL/OP shall have
delivered to Escrow Agent all of the funds and documents as provided in Section
3.2, Section 3.7 and in Section 5.6 of this Agreement.

5.3.2 Intentionally omitted.

5.3.3 Covenants. As of the Closing Date, CBL/OP shall have performed all
material covenants and/or agreements to be performed by CBL/OP under this
Agreement and CBL/OP shall not be in default in the performance of any material
covenant or agreement to be performed by CBL/OP under this Agreement.

5.3.4 Title Policy. As of the Closing Date, the Title Company shall have issued
or irrevocably committed to issue the Title Policy to the Company and/or CBL/OP,
subject to the limitations provided in Section 4.3.6 above.

                                       25
<PAGE>

5.3.5 Representations and Warranties. All representations and warranties of
CBL/OP contained in Section 7.6 of this Agreement shall be true and correct in
all material respects as of the date made and as of the Closing Date with the
same effect as if those representations and warranties were made at and as of
the Closing Date and CBL/OP shall have delivered to Contributors a certificate,
dated as of the Closing Date, confirming (without material exception or
qualification) that all of the representations and warranties of CBL/OP
contained in this Agreement, are true and correct in all material respects as of
the Closing Date as if made on and as of the Closing Date (the "CBL/OP Closing
Certificate"). If the CBL/OP Closing Certificate shall contain any material
exception or qualification, then this condition shall not be deemed satisfied to
such effect.

5.3.6 Company LLC Agreement. CBL/OP and Property Owner shall have agreed upon
the form and content of the Company's limited liability company agreement
(including any special purpose provisions thereof).

5.3.7 Closing Date Debt. The Company shall have refinanced its existing mortgage
indebtedness with the Closing Date Debt which shall comply with the requirements
set forth in Section 5.7 below.

5.3.8 Simultaneous Closings Under Other Mall Contracts. The transactions
contemplated under the Other Mall Contracts shall close simultaneously with the
Closing hereunder, except this shall not be a Contributor Closing Condition if
the closing under the Other Mall Contracts shall fail to occur by reason of the
default of Property Owner or Contributors, and in such case, the provisions of
Section 2.3.2 shall apply.

Neither Property Owner nor the Contributors shall willfully or in bad faith act
or willfully or in bad faith fail to act for the purpose of permitting any
Contributor Condition Precedent to fail. In the event any of the foregoing
Contributor Conditions Precedent are not satisfied (or otherwise waived by
Contributors) by the respective dates designated above in this Section 5.3 for
any reason other than a default by CBL/OP or Property Owner or Contributors
hereunder, this Agreement shall terminate, the Letter of Credit or the Deposit,
as applicable, shall be returned to CBL/OP and neither party shall have any
further rights or obligations under this Agreement, except for the CBL/OP's
Surviving Obligations; in the event the failure of any CBL/OP Closing Condition
is also a default by Property Owner or Contributors, the provisions of Section
10.2 shall govern; and in the event the failure of any CBL/OP Closing Condition
is also a default by CBL/OP, the provisions of Section 10.1 shall govern.
Contributors shall at all times prior to the termination of this Agreement have
the right to waive any of the Contributor Conditions Precedent. Any such waiver
shall be in writing; provided, however, the election by Contributors to proceed
with the Closing and the delivery of the LLC Interests shall be deemed Property
Owner's and Contributors' waiver of any Contributor Condition Precedent to the
extent any such Contributor Condition Precedent has not been previously
satisfied or waived.

5.4 Property Owner's/Contributors' Deliveries. On or prior to the Closing Date,
Property Owner or Contributors shall make the following deliveries to Escrow
Agent:

5.4.1 Special Warranty Deed. Property Owner shall deliver a special warranty
deed in the form attached as Exhibit C hereto (the "Special Warranty Deed"),
executed and


                                       26
<PAGE>

acknowledged by Property Owner, conveying the Real Property to the
Company subject to the Permitted Exceptions, to all matters of record, and to
such facts as would be disclosed by an accurate survey.

5.4.2 Tenant Lease Assignment. Property Owner and the Company shall deliver two
counterpart originals of an assignment and assumption of leases in the form
attached as Exhibit D hereto (the "Assignment and Assumption of Tenant Leases"),
executed by Property Owner and the Company, as well as all tenant letters of
credit.

5.4.3 Bill of Sale and General Assignment. Property Owner shall deliver two
counterpart originals of a bill of sale and general assignment in the form
attached as Exhibit E hereto (the "Bill of Sale and General Assignment"),
executed by Property Owner and the Company.

5.4.4 Non-Foreign Certificate. Each Contributor shall deliver two counterpart
originals of a certification from such Contributor as required by the Foreign
Investors Real Property Tax Act, as amended, in the form attached as Exhibit F
hereto (the "FIRPTA Certificate"), executed by or on behalf of such Contributor.

5.4.5 Tenant Notices. Property Owner shall join with CBL/OP to execute a notice
in the form of Exhibit G hereto (the "Tenant/Anchor Notices") which CBL/OP shall
send to each Tenant under each of the Tenant Leases and to each Anchor Store
informing such Tenant or Anchor Store of the transfer of the Property and of the
assignment to the Company of Property Owner's interest in, and obligations
under, the Tenant Leases and the Operating Agreement (including, if applicable
any Tenant Deposits) and directing that all rent and other sums payable after
Closing under each such Tenant Lease and/or the Operating Agreement shall be
paid as set forth in the notice.

5.4.6 Estoppels. Contributors shall deliver such Tenant Estoppel Certificates
and REA Estoppel Certificates as are in Property Owner's possession.

5.4.7 Closing Statement. Contributors (or the Contributor Representative) shall
join with CBL/OP in delivering a Closing Statement (defined hereinafter)
reflecting the consideration paid at Closing, with all adjustments as set forth
herein, and all other costs of the transaction that are customarily included on
closing statements in the state wherein the Property is located and pay any such
net amount owing at Closing after taking into account the credits and prorations
set forth on the Proration and Expense Schedule (as defined hereinafter).

5.4.8 Authority. Each Contributor which is not a natural person shall deliver
evidence of the existence, organization and authority of such Contributor and of
the authority of the person executing documents on behalf of such Contributor
which evidence shall be in the form described on the attached Exhibit P, and
shall be subject to the reasonable approval of CBL/OP.

5.4.9 Intentionally Omitted.

5.4.10 Intentionally Omitted.

                                       27
<PAGE>

5.4.11 Operating Agreement Assignment. Property Owner and the Company shall
deliver the executed assignment and assumption agreement in the form of Exhibit
K attached hereto and by this reference incorporated herein and made a part
hereof, assigning to the Company Property Owner's interest in the Operating
Agreement.

5.4.12 Ground Lease Assignment. Property Owner and the Company shall
deliver two counterpart originals of an assignment and assumption of ground
lease in the form attached as Exhibit U hereto (the "Ground Lease Assignment"),
executed and acknowledged by Property Owner and the Company.

5.4.13 Original Documents. Property Owner shall deliver to CBL/OP the
original Tenant Leases, Operating Agreement, Service Contracts that CBL/OP has
elected that the Company assume pursuant to Section 4.7 above and licenses and
permits, if any, assigned to the Company and in the possession of Contributors
or Contributors' agents or Property Owner's Property Manager, together with such
leasing and property files and records which are material in connection with the
continued operation, leasing and maintenance of the Property and the Books and
Records.

5.4.14 Possession. Subject to the rights of Tenants and the Anchor Stores,
Property Owner shall deliver possession and occupancy of the Property together
with any keys, electronic pass cards or devices (to the extent in Property
Owner's possession or control) to all entrance doors and doors to equipment and
utility rooms and vault boxes located in or related to the Property.

5.4.15 Contract Termination. Contributors shall deliver to CBL/OP such
evidence satisfactory to CBL/OP that the Property Management Agreement has been
terminated, and copies of all correspondence sent and received by Property Owner
relating to the termination of those Service Contract that CBL/OP has not agreed
to assume.

5.4.16 Updated Lease Schedule/Rent Roll; Contributors Closing Certificate.
Contributors shall deliver to CBL/OP an updated Lease Schedule/Rent Roll for the
Property reflecting the then-current status of all Tenant Leases as of the
Closing Date, together with the Contributors Closing Certificate.

5.4.17 Assignment of LLC Interests. Each Contributor shall deliver to
CBL/OP an executed Assignment of the LLC Interests, in the form of Exhibit M
attached hereto and by this reference incorporated herein and made a part
hereof.

5.4.18 Partnership Interest Acknowledgement. Each Electing Contributor
shall deliver to CBL/OP an Acknowledgement Regarding Issuance of Partnership
Interests and Assumption of Partnership Agreement which shall be substantially
in the form attached hereto as Exhibit N.

5.4.19 Owner's Affidavit. The general partners of Property Owner shall
deliver to an Owner's Affidavit which shall be substantially in the form
attached hereto as Exhibit S and a Non-Imputation Affidavit which shall be
substantially in the form attached hereto as Exhibit T.

                                       28
<PAGE>

5.4.20 Other Documents. Property Owner and Contributors shall deliver such
other documents as may be reasonably required by Escrow Agent or the Title
Company (provided, however, no such additional document shall expand any
obligation, covenant, representation or warranty of Property Owner or
Contributors or result in any new or additional obligation, covenant,
representation or warranty of Property Owner or Contributors under this
Agreement beyond those expressly set forth in this Agreement).

5.5 Existing Property Owner Debt. Property Owner shall be responsible for any
prepayment penalties or other prepayment amounts owing to its current lender in
connection with the payment of its existing debt and described on Schedule II
hereof ("Existing Property Owner Debt").

5.6 CBL/OP's  Deliveries.  Prior to the Closing  Date,  CBL/OP shall  deliver to
Escrow Agent the following:

5.6.1 Funds. The Cash Consideration, plus all net prorations, closing costs and
other funds required to be paid or provided by CBL/OP under this Agreement (all
monies CBL/OP is required to deliver shall be delivered by wire transfer of
immediately available funds to the account designated by Escrow Agent on the
Business Day immediately preceding the Closing Date so that the Closing may
occur and Escrow Agent will be able to disburse good funds to Contributors
(other than Electing Contributors) no later than 1:00 p.m. on the Closing Date).

5.6.2 Partnership Interests.  The K-SCUs in the K-SCU Amount.

5.6.3 CBL/OP Partnership Agreement.  Sufficient counterpart originals of a fully
executed  CBL/OP  Partnership  Agreement  Amendment  to provide one  counterpart
original for each Electing Contributor;

5.6.4 Closing Statement. Join with Contributors in delivering a Closing
Statement reflecting the consideration paid at Closing, with all adjustments as
set forth herein, and all other costs of the transaction that are customarily
included on closing statements in the state wherein the Property is located and
pay any such net amount owing at Closing after taking into account the credits
and prorations set forth on the Proration and Expense Schedule.

5.6.5 CBL/OP  Closing  Certificate.  CBL/OP shall  deliver to  Contributors  the
CBL/OP Closing Certificate.

5.6.6 Authority. Evidence of the existence, organization and authority of CBL/OP
and of the authority of the persons executing documents on behalf of CBL/OP
reasonably satisfactory to the Title Company.

5.6.7 Other Documents. Such other documents as may be reasonably required by
Escrow Agent, Property Owner or the Title Company (provided, however, no such
additional document shall expand any obligation, covenant, representation or
warranty of CBL/OP or result in any new or additional obligation, covenant,
representation or warranty of CBL/OP under this Agreement beyond those expressly
set forth in this Agreement).

                                       29
<PAGE>

5.7 Closing Date Debt. CBL/OP will attempt to obtain the Closing Date Debt for
the Company in the principal amount of $59,250,000.00 provided that if the loan
terms are too costly, in the sole opinion of CBL/OP, then CBL/OP will obtain
Closing Date Debt in a lower principal amount of not less than $53,720,000.00.
CBL/OP will pay the costs of securing this loan (other than any prepayment
penalty incurred by Property Owner in connection with the prepayment of its
existing indebtedness with the proceeds of the Closing Date Debt loan). Electing
Contributors shall guarantee the Closing Date Debt in an amount equal to their
percentage interest of such debt as indicated on Schedule I and otherwise on the
terms of the guarantee in the form of Exhibit V hereto ("Guarantees").

5.8   Closing Costs.

5.8.1 Contributors' Closing Costs. Contributors shall pay (a) the portion of the
premium for the Title Policy attributable to an ALTA Standard Coverage Title
Policy (as well as any endorsements which Property Owner agrees to have issued
to cure a Title Objection), (b) all legal and professional fees and fees of
other consultants incurred by Property Owner and/or Contributors, (c) the county
and city transfer/recording taxes, if any, assessed on the recording of the
Special Warranty Deed, (d) one-half of all Escrow fees and Escrow costs related
to the contribution of the Property to the Company and the contribution of the
LLC Interests to CBL/OP (as opposed to any Escrow fees and Escrow costs related
to the Closing Date Debt which shall be paid by CBL/OP), (e) the payment to
Property Owner's Broker as provided in Section 5.9 below, and (f) any
pre-payment penalties or yield maintenance charges payable on any indebtedness
of Property Owner that is not a Permitted Exception.

5.8.2 CBL/OP's Closing Costs. CBL/OP shall pay (a) the excess portion of the
premium for the Title Policy attributable to an ALTA Extended Coverage Title
Policy (if the Title Policy is an ALTA Extended Coverage Title Policy), (b) the
cost of any endorsements to the Title Policy requested by CBL/OP (if the Title
Policy includes any endorsements) other than any endorsements which Property
Owner agrees to cause to be issued to cure a Title Objection, (c) any cost of
obtaining the Updated Survey, (d) the county and city transfer/recording taxes,
if any, assessed on the transfer of the LLC Interests to CBL/OP, (e) all legal
and professional fees and fees of other consultants incurred by CBL/OP, (f) any
and all Escrow fees and costs and any other costs and expenses whatsoever
related to the Closing Date Debt, (g) all recording fees and charges, (h)
one-half of all Escrow fees and Escrow costs related to the contribution of the
Property to the Company and the contribution of the LLC Interests to CBL/OP of
the Property, and (i) all fees, costs, charges, points, title insurance
premiums, recording fees, mortgage registration taxes for the Closing Date Debt
and other costs and expenses incurred in connection with the Closing Date Debt.

5.8.3 General Allocation. Any other closing costs and expenses which are not
addressed in Section 5.8.1 and Section 5.8.2 above shall be allocated between
CBL/OP and Contributors in accordance with the customary practice in the
jurisdiction in which the Property is located.

5.9 Real Estate Commissions. Contributors shall be responsible for any
commission, fee or other payment which may be due to Eastdil Realty Company,
L.L.C., a New York limited liability company ("Property Owner's Broker") at
Closing in connection with the transactions


                                       30
<PAGE>

contemplated by this Agreement.
Except for any commission that may be payable to Property Owner's Broker as set
forth above, each party hereto hereby represents and warrants to the other party
that no real estate brokerage commission is payable to any person or entity in
connection with the transaction contemplated herein based upon any dealings or
actions by the party making such representation. Each party further agrees to
and shall indemnify, protect, defend and hold the other party harmless from and
against the payment of any commission to any person or entity claiming by,
through or under the indemnifying party. This indemnification shall extend to
any and all claims, liabilities, costs, losses, damages, causes of action and
expenses (including reasonable attorneys' fees and court costs) arising as a
result of such claims and shall survive the Closing or any termination of this
Agreement.

5.10 Real Estate Reporting Person. Escrow Agent is hereby designated the "real
estate reporting person" for purposes of Section 6045 of Title 26 of the United
States Code and Treasury Regulation 1.6045 4 and any settlement statement
prepared by the Title Company shall so provide. Upon the Closing, CBL/OP and
Property Owner shall cause Escrow Agent to file a Form 1099 information return
and send the statement to Contributors as required under the aforementioned
statute and regulation.

5.11 Post-Closing Access to Records. CBL/OP, Property Owner's Property Manager
(for so long as Property Owner's Property Manager is in existence) and
Contributors shall cooperate with each other after Closing in case of either's
need in response to any legal requirement, regulatory audit requirement, tax
audit, tax return preparation, audit of common area maintenance or other charges
assessed against Tenants or Anchor Stores or litigation threatened or brought
against either the Company or Property Owner or other legitimate business
reason, by allowing the other party and its agents or representatives access,
upon reasonable advance notice (which notice shall identify the nature of the
information sought by such party), at reasonable times to examine and make
copies of any and all instruments, files and records pertaining to the Property
with respect to any period of time prior to the Closing (including the Books and
Records), which right shall survive Closing for a period of 7 years (or in the
case of Property Owner's Property Manager, for so long as such entity is in
existence).

5.12 SEC Reporting Requirements. For the period commencing on the Execution Date
and continuing through the first anniversary of the Closing Date, and without
limitation of other document production otherwise required of Property Owner's
Property Manager hereunder, Contributors shall, or shall cause Property Owner's
Property Manager to, from time to time, upon reasonable advance written notice
from CBL/OP, provide CBL/OP and its representatives with (i) all financial,
leasing and other information pertaining to the period of Property Owner's
ownership and operation of the Property that is relevant and reasonably
necessary, in the opinion of CBL/OP's outside, third party accountants (the
"Accountants"), to enable CBL/OP and its Accountants to prepare financial
statements and conduct audits of such financial statements in accordance with
generally accepted auditing standards such that CBL/OP shall be in compliance
with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05
references Rule 3-14 of Regulation S-X of the regulations of the Securities and
Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the
regulations of the Commission, as applicable; (b) any other rule issued by the
Commission and applicable to CBL/OP; and (c) any registration statement, report
or disclosure statement filed with the Commission by or on behalf of CBL/OP; and
(ii) a representation letter, signed by the individual(s) responsible for
Property


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<PAGE>

Owner's financial reporting, in the form prescribed by generally
accepted auditing standards promulgated by the Auditing Standards Division of
the American Institute of Certified Public Accountants, if such representation
letter is required by the Accountants to render an opinion concerning Property
Owner's financial statements.

                                  ARTICLE VI
                                   PRORATIONS

6.1 General. The following items set forth below in this Article VI are to be
adjusted and prorated between Contributors and CBL/OP as of 12:01 a.m. on the
Closing Date (the "Adjustment Time"). All prorations shall be calculated as if
the Property had been sold by Contributors to CBL/OP on the Closing Date such
that CBL/OP shall be deemed to own the Property, and therefore entitled to any
revenues and responsible for any expenses, for the entire day upon which the
Closing occurs). Such adjustments and prorations shall be calculated on the
actual days of the applicable month and all annual prorations shall be based
upon a 365 day year. The net amount resulting from the prorations and
adjustments provided for in this Article VI (along with the allocation of
Closing costs in accordance with Section 5.8 above) shall be added to (if such
net amount is in Contributors' favor) or deducted from (if such net amount is in
CBL/OP's favor) the amount of the Total Consideration.

6.2 Real Estate Taxes. Real estate or ad valorem real property taxes,
assessments (including installments of business improvement district charges and
principal and interest installments due on any local improvement district liens,
if any) and personal property taxes with respect to the Property (collectively,
"Real Estate Taxes") shall be prorated based upon the latest available tax bill,
such that Contributors shall be responsible for all Real Estate Taxes levied
against the Property for the period prior to the Adjustment Time and CBL/OP
shall be responsible for all Real Estate Taxes levied against the Property for
the period from and after the Adjustment Time. If the latest available tax bill
is not the bill for the current tax year, then Real Estate Taxes shall be
prorated based upon the latest tax information then available (including
previous tax bills, current assessments and other information available from the
taxing authorities) and CBL/OP and Contributors shall re-prorate the Real Estate
Taxes following the Closing as soon as the current tax bill or other current
information becomes available. Any increase in Real Estate Taxes which is
assessed following the Closing arising out of the sale of the Real Property to
CBL/OP or a subsequent sale or change in ownership thereafter, and/or arising
out of any construction or improvements to the Real Property prior to or
following the Closing, shall be paid by CBL/OP when assessed. Refunds of Real
Estate Taxes for the Real Estate Tax year in which the Closing occurs, net of
the costs of pursuing any tax contest or protest proceedings and collecting such
refunds, shall be prorated in proportion to the respective shares of such Real
Estate Taxes borne by Contributors and CBL/OP hereunder. The rights of
Contributors and CBL/OP to their respective shares of any refund of Real Estate
Taxes shall be subject to the rights of the Tenants under the Tenant Leases in
regard to Overage Rents, and any portion of any refund to which any Tenant is
entitled shall be paid to CBL/OP (even if the refund pertains to a period prior
to Closing) and CBL/OP covenants to promptly refund (or, in CBL/OP's case,
credit) to the Tenants any refund of Real Estate Taxes due the Tenants.
Notwithstanding any statement herein to the contrary, the parties agree that
taxes shall be prorated on the basis that Property Owner/Contributors is/are
responsible for taxes and


                                       32
<PAGE>

assessments relating to periods prior to the Closing
and CBL/OP is responsible for taxes and assessments relating to periods from the
Closing and thereafter, and the parties further agree that this tax proration
shall apply regardless of whether the taxing authority assesses taxes in
arrears, currently or prospectively.

6.3 Operating Expenses. As used herein, "Operating Expenses" means all fees and
charges for sewer, water, electricity, heat and air-conditioning service and
other utilities; common area maintenance charges; rental taxes, personal
property taxes, business occupational taxes and municipal taxes other than Real
Estate Taxes; landlord's contributions to merchant or project associations or to
promotional funds; periodic charges payable under Service Contracts assigned to
and assumed by CBL/OP; periodic fees payable under transferable licenses and
permits for the operation (as opposed to the construction) of the Property;
periodic charges under the Operating Agreement; and any other costs and expenses
with respect to the operation and maintenance of the Property. Subject to the
provisions of Section 6.4.3 below, Operating Expenses shall be prorated as of
the Adjustment Time such that Contributors shall be responsible for all
Operating Expenses attributable on an accrual basis to the period prior to the
Adjustment Time and CBL/OP shall be responsible for all Operating Expenses
attributable on an accrual basis to the period from and after the Adjustment
Time. If invoices or bills for any of such costs and expenses are unavailable on
or before the Closing Date, such costs and expenses shall be estimated and
prorated at Closing based upon the latest information available (including prior
bills and operating history) and a final and conclusive readjustment of any cost
and expense item shall be made upon receipt of the actual invoice or bill, but
in all events no later than 90 days following the Closing. CBL/OP shall take all
steps necessary to effectuate the transfer of all utilities to CBL/OP's name as
of the date of Closing, and where necessary, open a new account in CBL/OP's name
and post deposits with the utility companies. CBL/OP and Property Owner's
Property Manager shall cooperate to have all utility meters read by the
appropriate utility companies as of the date of Closing. If CBL/OP and Property
Owner's property Manager are unable to obtain final meter readings as of the
Closing Date from all applicable meters, such expenses shall be estimated at
Closing based upon the operating history of the Property subject to the final
adjustment in all events no later than 90 days following the Closing as provided
above in this Section 6.3. Contributors shall be entitled to recover any and all
deposits held by any utility companies as of the date of Closing, and if any
such deposits are not returned to Property Owner on or before the Closing Date
and are assigned to CBL/OP, such amounts shall be credited to Contributors'
account and increase the amount of funds payable by CBL/OP at Closing.

6.4   Rentals.

6.4.1 Certain Defined Terms. For purposes of this Agreement, the following terms
shall have the meanings set forth below in this Section 6.4.1:

(a) "Base Rents" means all fixed rents, base rents, minimum rents or basic
rentals payable in fixed installments for stated periods by Tenants under Tenant
Leases.

(b) "Overage Rents" means any additional rent, expense reimbursements, utility
charges, management charges, common area maintenance or "CAM" charges,
escalation rents, operating cost "pass-throughs," and "common area expenses"
payable by Tenants under Tenant Leases (whether based upon increases in
Operating Expenses, Real Estate Taxes,


                                       33
<PAGE>

insurance costs or other operating
expenses or taxes or based upon increases in labor costs or cost of living or
porter's wages), together with any other additional rent payments based upon
Real Estate Taxes or Operating Expenses.

(c) "Percentage Rentals" means rents payable by a Tenant under a Tenant Lease
which are expressed as a fixed percentage or percentages of the gross receipts
or gross sales of the Tenant.

(d) "Rentals" means, collectively, all Base Rents, Overage Rents, Percentage
Rentals and other amounts paid or payable by Tenants under their respective
Tenant Leases in connection with their occupancy of the Property. "Rentals"
shall not include Tenant Security Deposits.

6.4.2 General. Contributors shall be entitled to all Rentals attributable to the
period prior to the Adjustment Time and CBL/OP shall be entitled to all Rentals
attributable to the period from and after the Adjustment Time. The amount of any
Rentals collected by Property Owner prior to the Adjustment Time and applicable
to the period from and after the Adjustment Time shall be credited to CBL/OP at
the Closing. Any Rentals (other than Delinquent Rentals to which Contributors
are entitled pursuant to Section 6.5 below) which are received by Property
Owner's Property Manager or the Contributor Representative subsequent to the
Adjustment Time shall be promptly delivered to CBL/OP. The provisions of this
Section 6.4.2 are subject to Section 6.4.3, Section 6.4.4 and Section 6.5 below.

6.4.3 Overage Rents. Overage Rents shall be separately prorated as of the
Adjustment Time in the manner provided in this Section 6.4.3. Such proration
shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon
the total annual Overage Rents due under each Tenant Lease for the calendar year
or the appropriate fiscal year as applicable under such Tenant Lease. The actual
fiscal year for Overage Rents under each Tenant Lease during which the Closing
occurs is hereinafter referred to as the "Applicable Overage Rent Year."
Non-delinquent Overage Rent collections for the month in which Closing occurs
shall be prorated in the same manner as other Rents. Subject to the preceding
sentence, to the extent a Tenant makes advance monthly installments or other
interim payments on account of projected Overage Rents, Contributors shall
initially retain all such advance monthly installments or other interim payments
of projected Overage Rents received by Property Owner or Property Owner's
Property Manager on or prior to the Closing Date and CBL/OP shall initially
retain all such advance monthly installments or other interim payments of
projected Overage Rents received by CBL/OP following Closing. Upon the
expiration of the Applicable Overage Rent Year and the determination of the
actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and
Contributors shall prorate the Overage Rents for the Applicable Overage Rents
Year as follows: (a) Contributors shall be entitled to the portion of the total
annual Overage Rents due from each Tenant for the Applicable Overage Rent Year
equal to the product obtained by multiplying such total annual Overage Rents by
a fraction, the numerator of which fraction is the total amount of Operating
Expenses incurred by Property Owner and the Company which are to be reimbursed
by Tenants through Overage Rent for the portion of the Applicable Overage Rent
Year preceding the Adjustment Time and the denominator of which fraction is the
total amount of Operating Expenses incurred by Property Owner and the Company
which are to be reimbursed by Tenants through Overage Rent for the Applicable
Overage Rent Year; and


                                       34
<PAGE>

(b) CBL/OP shall be entitled to the portion of the total
annual Overage Rents due from each Tenant for the Applicable Overage Rent Year
equal to the product obtained by multiplying such total annual Overage Rents by
a fraction, the numerator of which fraction is the total amount of Operating
Expenses incurred by the Company which are to be reimbursed by Tenants through
Overage Rent for the portion of the Applicable Overage Rent Year after the
Adjustment Time and the denominator of which fraction is the total amount of
Operating Expenses incurred by Property Owner and the Company which are to be
reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year.
To the extent Property Owner has collected in advance monthly installments or
other interim payments of projected Overage Rents from a Tenant for the
Applicable Overage Rent Year which are in excess of the amount of Overage Rents
for such Tenant to which Contributors is/are entitled hereunder, Contributors
shall, within 10 Business Days after the year-end adjustment of Overage Rents,
reimburse CBL/OP for any part of such excess and upon such reimbursement CBL/OP
shall be responsible for any refunds and reimbursements due to the Tenant. To
the extent Property Owner has collected in advance monthly installments or other
interim payments of projected Overage Rents from a Tenant for the Applicable
Overage Rent Year which are less than the amount of Overage Rents for such
Tenant to which Contributors are entitled hereunder, CBL/OP shall, to the extent
collected by CBL/OP, within 10 Business Days after the year-end adjustment of
Overage Rents, reimburse Contributors the amount of any such shortfall.

      Any Overage Rent dispute involving (A) a claim by a Tenant for
reimbursement or (B) disputing the amount of the expenses, and in the case of
either (A) or (B), relating to any period prior to Closing, shall be the
Contributors' responsibility as to any sums owed to such Tenant, and any sums
deemed due from such Tenant for such periods shall likewise be the
Contributors'. CBL/OP shall be responsible for such matters for periods from the
date of Closing and thereafter. CBL/OP shall be in control of all Overage Rent
disputes following the Closing but the parties agree to cooperate in any Overage
Rent dispute involving periods prior to the Closing and to provide information
and to assist each other in any litigation or other procedures that may ensue
with respect to such Overage Rent disputes. Any settlement of a CAM dispute for
periods prior to Closing shall require Contributors' prior approval.
Contributors shall be responsible for all court costs, legal fees (including
CBL/OP's attorney's fees and costs) and other costs in any such Overage Rent
dispute relating to periods prior to Closing, and CBL/OP shall be responsible
for all court costs, legal fees (including Contributors' attorney's fees and
costs) and other costs in any such Overage Rent dispute relating to periods from
the date of Closing and thereafter. In the case of a multi-year Overage Rent
dispute in which a portion of the period at issue relates to periods prior to
the Closing and a portion relates to periods following the Closing, Contributors
and CBL/OP shall each bear a pro rata share of the court costs, legal fees
(including CBL/OP's and Contributors' attorney's fees) and other costs based on
the period involved (i.e., in the case of a CAM dispute involving 3 years, 2
prior to Closing and 1 following Closing, Contributors shall be responsible for
2/3 of the referenced costs and CBL/OP shall be responsible for 1/3).
Notwithstanding the foregoing, with respect to any multi-year Overage Rent
dispute relating to both periods prior to the Closing and periods after the
Closing, Contributors shall have the right to settle such dispute with respect
to periods prior to the Closing, and upon consummation of such settlement, if
CBL/OP does not settle such dispute with respect to periods after the Closing
simultaneously, Contributors shall have no obligation to bear any share of court
costs, legal fees or other costs pertaining to such dispute incurred after
consummation of such settlement.

                                       35
<PAGE>

6.4.4 Percentage Rentals. Percentage Rentals payable by Tenants under Tenant
Leases shall be separately prorated as of the Adjustment Time between CBL/OP and
Contributors in the manner provided in this Section 6.4.4. Such proration shall
preliminarily be based on 105% of the Percentage Rentals received by Property
Owner for the year period preceding the Adjustment Time (the "Projected
Percentage Rentals"), with such amount being allocated in the following manner:
Contributors shall be entitled to an amount equal to the product obtained by
multiplying the Projected Percentage Rentals by a fraction, the numerator of
which is the number of days between January 1, 2005 and the day preceding the
Adjustment Time, and the denominator of which is 365, and CBL/OP shall be
entitled to the balance of the Projected Percentage Rentals (the "Preliminary
Percentage Rent Proration"). Subsequent to the Closing Date, the Preliminary
Percentage Rent Proration shall be adjusted in the following manner: the
proration of Percentage Rentals shall be made on a Tenant Lease-by-Tenant Lease
basis and shall be based upon the fiscal year set forth in each applicable
Tenant Lease for the determination of Percentage Rental. The actual fiscal year
for Percentage Rental during which the Closing occurs is hereinafter referred to
as the "Applicable Percentage Rental Fiscal Year." Upon the expiration of the
Applicable Percentage Rental Fiscal Year, CBL/OP and Contributors shall prorate
the total annual Percentage Rental due from a Tenant for such Tenant's
Applicable Percentage Rental Fiscal Year as follows: (a) Contributors shall be
entitled to the portion of the Percentage Rental paid by each Tenant equal to
the product obtained by multiplying the total annual Percentage Rental paid by
such Tenant by a fraction, the numerator of which fraction is the number of days
in the Applicable Percentage Rental Fiscal Year preceding the Adjustment Time
and the denominator of which is the total number of days in the Applicable
Percentage Rental Fiscal Year; and (b) CBL/OP shall be entitled to the portion
of the Percentage Rental paid by each Tenant equal to the product obtained by
multiplying the total annual Percentage Rental paid by such Tenant by a
fraction, the numerator of which fraction is the total number of days in the
Applicable Percentage Rental Fiscal Year after the Adjustment Time and the
denominator of which is the number of days in the Applicable Percentage Rental
Fiscal Year. Any resulting adjustment shall be effected in conformance with
Section 6.9.

6.5 Delinquent Rentals. As used herein, "Delinquent Rentals" means Base Rents
which are due and payable prior to or on the day of the Closing but which have
not actually been collected by Property Owner as of the day of the Closing.
Contributors' account shall not be credited at the Closing for any Delinquent
Rentals but Contributors shall retain all right, title and interest to any
Delinquent Rentals and CBL/OP shall have no rights to any Delinquent Rentals.
From and after the Closing, Contributor Representative shall be entitled to
institute legal proceedings and otherwise attempt to collect any Delinquent
Rentals (but without seeking to evict the Tenant) and CBL/OP agrees, at the
expense of Contributors, to cooperate with Contributors in connection with such
collection efforts by Contributor Representative. Any Delinquent Rentals
received by CBL/OP subsequent to the Closing Date shall be first applied to
accrued Rents (whether current or that became delinquent following the Closing)
owing by the Tenant to CBL/OP, and the balance of Delinquent Rentals shall be
promptly remitted to Contributors.

6.6 Security Deposits. At the Closing, Contributors shall retain the amount of
any Security Deposits which are in cash form and CBL/OP shall receive a credit
toward the Total Consideration for such cash Security Deposits. To the extent
Property Owner is holding any Security Deposits in the form of a letter of
credit, marketable security or other form of non-cash


                                       36
<PAGE>

instrument, then, prior to
the Closing, Property Owner shall deliver to the Escrow Agent the original
letter of credit or other instrument and, at Contributors' expense or the
expense of the applicable Tenant, Property Owner's assignment of the letter of
credit, marketable security or other form of non-cash instrument to the Company
and an undertaking by Property Owner, until such time as CBL/OP can reasonably
obtain a replacement naming the Company as the beneficiary thereof, to draw on
or redeem the letter of credit, marketable security or other form of non-cash
instrument which names Property Owner/Contributors as beneficiary or payee at
the direction and for the benefit of CBL/OP and at no cost, expense or liability
to Contributors.

6.7 Anchor Store Payments. All amounts which are paid to Property Owner by the
Anchor Stores pursuant to the Operating Agreement (collectively, "Anchor Store
Payments") shall be separately prorated as of the Adjustment Time in the manner
provided in this Section 6.7. Such proration shall be made on an Anchor
Store-by-Anchor Store basis and based upon the total annual Anchor Store
Payments due under the Operating Agreement from such Anchor Store for the
calendar year or the appropriate fiscal year as applicable under the Operating
Agreement. The actual fiscal year for each Anchor Store for Anchor Store
Payments under the Operating Agreement during which the Closing occurs is
hereinafter referred to as the "Applicable Anchor Store Payment Year." To the
extent an Anchor Store makes advance monthly installments or other interim
payments on account of projected Anchor Store Payments, Property Owner shall
initially retain all such advance monthly installments or other interim payments
of projected Anchor Store Payments received by Property Owner prior to the
Closing and CBL/OP shall initially retain all such advance monthly installments
or other interim payments of projected Anchor Store Payments received by CBL/OP
following the Closing. Upon the expiration of the Applicable Anchor Store
Payment Year and the determination of the actual Anchor Store Payments due from
the Anchor Store for the Applicable Anchor Store Payment Year, CBL/OP and
Property Owner/Contributors shall prorate the Anchor Store Payments for the
Applicable Anchor Store Payment Year as follows: (a) With respect to any Anchor
Store Payments that are fixed in amount (i.e., payments which are not determined
by the amount expended by the Property Owner or the Company for Operating
Expenses), (1)Contributors shall be entitled to the portion of the total annual
Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store
Payment Year equal to the product obtained by multiplying such total annual
Anchor Store Payments by a fraction, the numerator of which fraction is the
number of days in the Applicable Anchor Store Payment Year preceding the
Adjustment Time and the denominator of which fraction is the total number of
days in the Applicable Anchor Store Payment Year; and (2) CBL/OP shall be
entitled to the portion of the total annual Anchor Store Payments due from each
Anchor Store for the Applicable Anchor Store Payment Year equal to the product
obtained by multiplying such total annual Anchor Store Payments by a fraction,
the numerator of which fraction is the number of days in the Applicable Anchor
Store Payment Year after the Adjustment Time and the denominator of which
fraction is the total number of days in for the Applicable Anchor Store Payment
Year; and (b) with respect to any Anchor Store Payments that are variable in
amount (i.e., payments which are determined by the amount expended by the
Property Owner or the Company for Operating Expenses), (i) Contributors shall be
entitled to the portion of the total annual Anchor Store Payments due from each
Anchor Store for the Applicable Anchor Store Payment Year equal to the product
obtained by multiplying such total annual Anchor Store Payments due from such
Anchor Store by a fraction, the numerator of which fraction is the total amount
of Operating Expenses incurred by Property Owner and the Company which are to be
reimbursed by such Anchor Store through Anchor Store Payments for


                                       37
<PAGE>

the portion of
the Applicable Anchor Store Payment Year preceding the Adjustment Time and the
denominator of which fraction is the total amount of Operating Expenses incurred
by Property Owner and the Company which are to be reimbursed by the Anchor
Stores through Anchor Store Payments for the Applicable Anchor Store Payment
Year; and (ii) CBL/OP shall be entitled to the portion of the total annual
Anchor Store Payments due from each Anchor Store for the Applicable Anchor Store
Payment Year equal to the product obtained by multiplying such total annual
Anchor Store Payments due from such Anchor Store by a fraction, the numerator of
which fraction is the total amount of Operating Expenses incurred by the Company
which are to be reimbursed by such Anchor Store through Anchor Store Payments
for the portion of the Applicable Anchor Store Payment Year after the Adjustment
Time and the denominator of which fraction is the total amount of Operating
Expenses incurred by Property Owner and the Company which are to be reimbursed
by the Anchor Stores through Anchor Store Payments for the Applicable Anchor
Store Payment Year. To the extent Property Owner has collected in advance
monthly installments or other interim payments of projected Anchor Store
Payments from an Anchor Store for the Applicable Anchor Store Payment Year which
are in excess of the amount of Anchor Store Payments from such Anchor Store to
which Contributors are entitled hereunder, Contributors shall, within 10
Business Days after the year-end adjustment of such Anchor Store Payments,
reimburse CBL/OP for any part of such excess and upon such reimbursement CBL/OP
shall be responsible for any refunds and reimbursements due to such Anchor
Store. To the extent Contributors have collected in advance monthly installments
or other interim payments of projected Anchor Store Payments from an Anchor
Store for the Applicable Anchor Store Payment Year which are less than the
amount of Anchor Store Payments from such Anchor Store to which Contributors are
entitled hereunder, CBL/OP shall, to the extent collected by CBL/OP, within 10
Business Days after the year-end adjustment of Anchor Store Payments, reimburse
Contributors the amount of any such shortfall.

6.8 Tenant Installation Expenses. As used herein, "Leasing Costs" means,
collectively, any and all fees, costs, expenses and charges of the landlord
arising out of or in connection with entering into any Tenant Lease, any new
Tenant Lease for space at the Property and any extensions, renewals or
expansions under any Tenant Lease, including (a) brokerage commissions and fees
to effect any such leasing transaction (including any fees and commissions owed
to Property Owner's Property Manager), (b) expenses ("Tenant Improvement Costs")
incurred for repairs, improvements, equipment, painting, decorating,
partitioning and other items to satisfy the Tenant's initial construction
requirements with regard to such leasing transaction (including any improvements
to the Property which are mandated pursuant to applicable building codes and
other applicable governmental regulations solely by reason of the tenant
improvements being made at the landlord's expense in connection with the leasing
transaction), (c) reasonable legal fees for services in connection with the
preparation of documents and other services rendered in connection with the
effectuation of the leasing transaction, and (d) if there are any Rental
concessions covering any period that the Tenant has the right to be in
possession of the demised space, the Rentals that would have accrued during the
period of such concession. With respect to the Pending Transactions (as defined
below) and other Tenant Lease transactions approved by CBL/OP pursuant to
Section 8.4, CBL/OP agrees that the commissions payable by CBL/OP shall be at
the following rates: $5.00 per square foot for new Tenant Leases; $2.50 per
square foot for Tenant Lease renewals; $1,000.00 for kiosk Tenant Leases. CBL/OP
acknowledges that the benefits of Tenant Leases which are executed after the
Effective Date of this Agreement and any amendments, modifications, supplements
or extensions to existing


                                       38
<PAGE>

Tenant Leases which are executed after the Effective
Date of this Agreement as well as the benefits of any options under existing
Tenant Leases which are exercised after the Effective Date of this Agreement, as
well as the consummation of those leasing transactions ("Pending Transactions")
described on the attached Exhibit W (whether consummated before or after the
Effective Date) shall all primarily accrue to the benefit of CBL/OP. Except for
the Pending Transactions, Property Owner and/or Contributors shall be
responsible for only (i) those Leasing Costs which are due and payable in
connection with Tenant Leases which have been executed prior to the Effective
Date of this Agreement, (ii) those Leasing Costs which are due and payable in
connection with amendments, modifications, supplements or extensions to Tenant
Leases which have been executed prior to the Effective Date of this Agreement,
and (iii) those Leasing Costs which are due and payable in connection with
options under Tenant Leases which have been exercised prior to the Effective
Date of this Agreement. CBL/OP shall be responsible for (1) all Leasing Costs in
connection with the Pending Transactions and with any Tenant Leases which are
executed after the Effective Date of this Agreement (with CBL/OP's approval
pursuant to Section 8.4 below); (2) all Leasing Costs in connection with any
amendments, modifications, supplements or extensions of Tenant Leases which are
executed following the Effective Date of this Agreement (with CBL/OP's approval
pursuant to Section 8.4 below); and (3) all Leasing Costs as set forth in the
applicable Tenant Lease in connection with options under Tenant Leases which are
exercised after the Effective Date of this Agreement. Such Leasing Costs shall
be apportioned at Closing to reflect the foregoing responsibilities. CBL/OP
shall assume at Closing all tenant improvement construction contracts for tenant
improvement work which is in progress as of the Closing and, to the extent the
cost thereof is to be borne by the landlord under the applicable Tenant Lease,
upon the Closing, CBL/OP shall receive a credit toward payment of the Total
Consideration for any amounts due under such construction contracts assumed by
CBL/OP and any other Leasing Costs which are the responsibility of Property
Owner an/or Contributors pursuant to this Section 6.8. CBL/OP acknowledges that
tenant improvement and other work in connection with Tenant Leases is being
performed by third party contractors and nothing contained in this Section 6.8
shall be deemed or construed to constitute any representation or warranty by
Property Owner with respect to Leasing Costs, including the quality or
workmanship of any tenant improvements under construction or to be constructed
under existing Tenant Leases, and Property Owner hereby expressly disclaims any
such representation or warranty. Without limiting the foregoing, CBL/OP shall
look solely to the third party contractor to correct any defects or shortcomings
in materials or workmanship and nothing contained in this Section 6.8 shall make
Property Owner/Contributors responsible for any such defects or shortcomings in
any work performed in connection with Tenant Leases.

6.9 Adjustment Procedure. Not less than two Business Days prior to the Closing
Date, Contributor Representative and CBL/OP shall agree upon a schedule of the
allocation of costs and expenses to be made in accordance with Section 5.9 above
and the prorations to be made in accordance with this Article VI (the "Proration
and Expense Schedule"), which Proration and Expense Schedule shall be executed
by Contributor Representative and CBL/OP, become a schedule to the closing
statement described in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and
utilized for purposes of making the adjustments to the Total Consideration at
Closing for closing costs and prorations. As soon as practicable following the
Closing (but in no event later than the first anniversary of the Closing, except
that with respect to Real Estate Taxes, in no event later than fifteen (15)
business days after receipt of the actual tax bill attributable for the calendar
year 2005), Contributors and CBL/OP shall reprorate the income and expenses set
forth


                                       39
<PAGE>

in this Article VI based upon actual bills or invoices received after the
Closing (if original prorations were based upon estimates) and any other items
necessary to effectuate the intent of the parties that all income and expense
items be prorated as provided above in this Article VI. Any reprorated items
shall be promptly paid to the party entitled thereto. Any payment by the
Contributors to CBL/OP pursuant to the preceding sentence shall be in cash on
behalf of all Contributors, whether or not any Contributor elects to receive
K-SCUs rather than Cash Consideration. Any errors or omissions in computing
adjustments at the Closing shall be promptly corrected, provided that the party
seeking to correct such error or omission shall have notified the other party of
such error or omission no later than the first anniversary of the Closing. The
provisions of this Article VI shall survive the Closing.

6.10 Gift Certificates. At or prior to Closing, Property Owner shall terminate
the gift certificate program currently in effect with respect to the Shopping
Center ("Gift Certificate Program"). Gift certificates issued by Property Owner
or on Property Owner's account prior to Closing which are outstanding on the
Closing Date ("Outstanding Gift Certificates") shall be honored by the Company
after the Closing Date. At Closing, (i) Property Owner shall transfer and assign
to the Company any bank account or reserve established to cover the Outstanding
Gift Certificates, and (ii) to the extent such bank accounts or reserves are
insufficient to cover the Outstanding Gift Certificates, Contributors shall pay
CBL/OP at Closing the amount of such deficiency. Except for any termination fee
or damages payable in connection with the termination of the gift card
fulfillment contract (which termination fee and damages will be handled in the
manner descried in Section 4.7), Contributors shall indemnify and hold harmless
the Company and CBL/OP from any Losses that the Company or CBL/OP may incur as a
result of: (i) any claims, actions, suits or demands brought against the Company
or CBL/OP with respect to the Gift Certificate Program and/or the operations
thereunder (except to the extent the Company fails to honor the Outstanding Gift
Certificates after the Closing), (ii) the value of Outstanding Gift Certificates
exceeding, in the aggregate, the total amount of the bank accounts or reserves
assigned by Property Owner to the Company at the Closing plus the amount paid by
Contributors to CBL/OP at the Closing in accordance with clause (ii) above).
Such indemnity shall entail the provision of a defense by Contributors for
CBL/OP and/or the Company and payment of all attorneys fees and court costs
associated therewith; and, notwithstanding anything to the contrary contained in
this Agreement, shall not be subject to any limitations on liability or survival
set forth in this Agreement (including, without limitation, Sections 7.3, 10.5
and 10.6 below) or subject to the provisions of the Indemnity Escrow Agreement.
Contributors' obligations under this Section 6.10 shall survive Closing.

6.11  Operating  Reserve.  Property Owner and the  Contributors  hereby agree to
credit the Company the Operating Reserve on the Closing Date.



                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Property Owner and Contributors. As a
material inducement to CBL/OP entering into this Agreement and consummating the
transactions contemplated hereby, Property Owner and Contributors hereby jointly
and severally


                                       40
<PAGE>

make the following representations and warranties to CBL/OP as of
the Effective Date (except that to the extent any of such the representations
and warranties pertain to the Company, such representations and warranties shall
be made only as of the Closing Date pursuant to the Contributors Closing
Certificate), subject to the terms set forth herein and subject to the items set
forth on Schedule 7.1 attached hereto and made a part hereof (the "Disclosure
Schedule"):

7.1.1 Power and Authority of Property Owner. Property Owner has the right, power
and capacity to execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by Property Owner and constitutes Property Owner's legal,
valid and binding obligation, enforceable in accordance with its terms (except
as may be limited by applicable bankruptcy, insolvency, moratorium and other
principles relating to or limiting the right of contracting parties generally).
The execution, delivery and performance of this Agreement has been duly and
validly authorized by Property Owner. The execution, delivery and performance by
Property Owner of this Agreement and the consummation of the transactions
contemplated hereby will not, with or without the giving of notice or the lapse
of time, or both, (i) violate any provision of law, statute, rule or regulation
to which such Property Owner is subject, (ii) violate any order, judgment or
decree applicable to Property Owner, (iii) violate, conflict with, or result in
a breach or default under, or cause the termination of, any term or condition of
any court order, restriction, agreement, document or other instrument to which
Property Owner is a party or by which Property Owner may be bound, or (iv)
except as contemplated by this Agreement, result in the creation of any lien,
charge or encumbrance upon the Property or any part thereof.

7.1.2 Power and Authority of Contributors. Each Contributor has the right, power
and capacity to execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by each Contributor and constitutes such Contributor's
legal, valid and binding obligation, enforceable in accordance with its terms
(except as may be limited by applicable bankruptcy, insolvency, moratorium and
other principles relating to or limiting the right of contracting parties
generally). The execution, delivery and performance of this Agreement has been
duly and validly authorized by each Contributor acting in a fiduciary,
representative or corporate capacity. The execution, delivery and performance by
each Contributor of this Agreement and the consummation of the transactions
contemplated hereby will not, with or without the giving of notice or the lapse
of time, or both, (i) violate any provision of law, statute, rule or regulation
to which such Contributor is subject, (ii) violate any order, judgment or decree
applicable to such Contributor, or (iii) violate, conflict with, or result in a
breach or default under, or cause the termination of, any term or condition of
any court order, restriction, trust document, will, agreement, document or other
instrument to which such Contributor is a party or by which such Contributor may
be bound.

7.1.3 Ownership of the Equity Interests. Each Contributor owns record and
beneficial title to the Property Owner partnership interests set forth on
Schedule I. As of the Closing, Property Owner shall have distributed all of the
LLC Interests to Contributors in the relative percentages shown on Schedule I
hereto, and, as of the Closing, each Contributor will own record and beneficial
title to its respective LLC Interests as set forth on Schedule I. Upon the
contribution of the LLC Interests, the LLC Interests (i) shall have been validly
issued, fully paid and nonassessable, and (ii) shall be free and clear of any
liens, restrictions, claims, equities,


                                       41
<PAGE>

charges, options, rights of first
refusal, or encumbrances, with no defects of title whatsoever. Upon consummation
of the Closing, CBL/OP shall have obtained title to all LLC Interests, free and
clear of any liens, restrictions, claims, equities, options, charges, rights of
first refusal, or encumbrances or other restrictions, and with no defects of
title whatsoever. Each Contributor covenants that it is not party to or bound by
any agreement affecting or relating to such Contributor's right to transfer the
LLC Interests owned by such Contributor.

7.1.4 [Intentionally Omitted].  .

7.1.5 Deliveries at Closing. All documents to be executed by Contributors which
are to be delivered to CBL/OP at the Closing will be, duly authorized, executed,
and delivered by Contributors, will be legal, valid, and binding obligations of
Contributors (except as limited by applicable bankruptcy, insolvency, moratorium
and other principles relating to or limiting the right of contracting parties
generally).

7.1.6 Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by Property Owner and Contributors (as applicable) in
connection with entering into this Agreement, the instruments referenced herein,
and the consummation of the transaction contemplated hereby. No consent of any
partner, shareholder, trustee, trustor, beneficiary, creditor, investor,
judicial or administrative body, governmental authority or other party is
required for Contributors to consummate the transactions contemplated by this
Agreement, or if required, such consent has been obtained.

7.1.7 Individuals Authority. The individuals executing this Agreement and the
instruments referenced herein on behalf of Property Owner and each Contributor
that is not a natural person have the legal power, right, and actual authority
to bind Property Owner or such Contributor to the terms and conditions hereof
and thereof.

7.1.8 Tenant Leases. As of the Effective Date, the Property Owner is the lessor
or landlord or the successor lessor or landlord under the Tenant Leases, and as
of the Closing Date, the Company will be the lessor or landlord or the successor
lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is
true, accurate and correct in all material respects with respect to (i) the
description of the Tenant Leases; (ii) to Property Owner's knowledge, the
identities of the Tenants under the Tenant Leases; (iii) the space occupied by
the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly
base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions;
(viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except
as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full
force and effect and have not been modified. There are no written or oral
promises, understandings or commitments between Property Owner and any Tenant
other than those contained in the Tenant Leases. To Property Owner's knowledge,
none of the Tenants have asserted any defense, set-off or counterclaim or raised
any dispute with regard to its tenancy or its Tenant Lease. Except as set forth
in the Lease Schedule/Rent Roll, there are no other leases or occupancy
agreements to which Property Owner or the Company is a party affecting the
Property, no rents under any of the Tenant Leases have been prepaid for more
than one month, and there are no arrears in the payment of rents for than one
month. Other than Leasing Costs pursuant to the Pending Transactions and other
than the Tenant Leases or expansions or renewals between the Effective Date and
Closing which have been approved by CBL/OP, there


                                       42
<PAGE>

are no Leasing Costs for which
CBL/OP or the Company shall become liable or that shall constitute a lien on the
Property after Closing. Property Owner has delivered to CBL/OP a true, correct
and complete copy of all Tenant Leases (including all amendments thereto).

7.1.9 Contracts. Other than those which are cancelable on 30 days' notice
without payment of any fees, there are no service, supply, maintenance, repair,
construction or management contracts to which Property Owner or the Company is a
party relating to the Property which will be binding upon CBL/OP, the Company or
the Property following the Closing, except as disclosed by the Title Documents
and except as described in Exhibit Z attached hereto.

7.1.10 Pending Actions. There is no pending (or to Property Owner's
knowledge, threatened) action, suit or proceeding before any court or other
governmental agency naming Property Owner or the Company as a party that arises
out of Property Owner's or the Company's ownership of the Property (other than
any pending proceeding to contest the Real Estate Taxes assessment of the
Property).

7.1.11 Governmental/Insurance Notices. Except as disclosed to CBL/OP in
writing, neither Property Owner nor the Company has received any written notice
(a) from any city, county, state or other governmental authority having
jurisdiction over the Real Property stating that the Real Property is in
material violation of the laws, rules or ordinances applicable to the Real
Property including applicable parking ratios, which violation has not been
corrected prior to the Effective Date, or (b) from Property Owner's or the
Company's insurance carriers regarding defects or material inadequacies of all
or any part of the Real Property or use or operation thereof, which defects or
inadequacies have not been corrected prior to the Effective Date.

7.1.12 Condemnation/Rezoning. Except as disclosed in the Title Documents or
otherwise disclosed to CBL/OP in writing, neither Property Owner nor the Company
has received any official notice from any governmental authority having
jurisdiction over the Real Property of (a) any actual or threatened condemnation
of the Property or any part thereof; or (b) any actual plan, study or effort to
rezone the Real Property or to widen, modify, regrade or realign any street or
highway that borders the Real Property. Except as set forth in the Property
Records delivered or made available to CBL/OP as provided in Section 4.2.1 above
and except as disclosed to CBL/OP in writing, neither Property Owner nor the
Company has been served with any complaint for any pending eminent domain
proceeding with respect to the Property.

7.1.13 Environmental Law Violations. Except as disclosed to CBL/OP in
writing, (a) neither Property Owner nor the Company has received any written
notice of a material violation of any federal, state, or local laws, ordinances,
rules or regulations governing the use, storage, treatment, transportation,
generation or disposal of Hazardous Substances with respect to the Real
Property, and (b) to Property Owner's knowledge, no person or entity has caused
any Hazardous Substances to be disposed of or released at the Real Property
during Property Owner's or the Company's period of ownership of the Real
Property, except for amounts of Hazardous Substances that may be present in the
ordinary course of the shopping center/retail business conducted by Property
Owner, the Company, Tenants, the Anchor Stores or other


                                       43
<PAGE>

occupants of the Real
Property or in the ordinary course of the maintenance and operation of the Real
Property.

7.1.14 Lease Brokerage. Except as contemplated by Section 7.1.8, there are
no lease brokerage agreements, leasing commission agreements or other agreements
providing for payments by Property Owner or its successors or assigns of any
amounts for leasing activities or procuring Tenants with respect to the Property
including Tenant Lease renewals, expansions or modifications.

7.1.15 No Violations. To Property Owner's knowledge, (i) the Property is in
compliance with applicable fire, health, building, use, occupancy or zoning laws
(collectively, "Laws"), including but not limited to applicable parking ratios
and (ii) any work that is required by any Laws to be done upon or in connection
with the Property has been done except for such work that may remain outstanding
and, if unaddressed, would not have a material adverse effect on the use of the
Property as currently owned and operated.

7.1.16 Operating Agreement. To Property Owner's knowledge, the Operating
Agreement is in full force and effect, and neither Property Owner (or the
Company) nor any Anchor Store is in default or breach thereof. Property Owner
and the Company, as applicable have performed their obligations and duties under
the Operating Agreement.

7.1.17 Taxes. To Property Owner's Knowledge, no application or proceeding
is pending seeking any increase or reduction in taxes or assessments for the
Property.

7.1.18 Financial/Operating Statements. The financial statements with
respect to the Property provided by Property Owner to CBL/OP (i) were materially
accurate as of the date and for the period(s) presented in such statements, and
(ii) accurately reflected the financial condition and results of operations of
the Property as of the period(s) presented.

7.1.19 Delivery of Environmental Reports and Property Condition Reports.

(i) Property Owner has delivered to CBL/OP or made available to CBL/OP all
environmental reports in the possession of Property Owner or Property Owners'
Property Manager (the "Existing Environmental Reports"). With respect to any
other environmental report not currently in Property Owner's possession, but
previously commissioned by or for the benefit of Property Owner or any lender to
Property Owner with respect to the Property or with respect to conditions that
may impact the Property (the "Prior Reports"), no such Prior Report contains
information which is materially inconsistent with the Existing Environmental
Reports.

(ii) Property Owner has delivered to CBL/OP or made available to CBL/OP all
reports in Property Owner's possession prepared within the five (5) year period
prior to the Effective Date that Property Owner has caused to be prepared or
that were prepared by or for any other person or entity with respect to the
Property or any portion of the Property that are in the nature of engineering
reports, reports of physical conditions of Improvements and/or any other reports
of other conditions at, on or impacting the Property that called for or
recommended repairs or capital expenditures in excess of $25,000.

                                       44
<PAGE>

7.1.20 Adjacent Property. Neither Property Owner nor any partner or
affiliate of Property Owner owns any interest in any real property that is
adjacent to the Land or that is within a 2 mile radius of the Land.

7.1.21 Employees. Property Owner neither has, nor has ever had, any
employees.

7.1.22 The Company.

(i) The Company is a limited liability company duly organized and validly
existing under the laws of the State of Delaware and is duly qualified or
registered to transact business in the State of Illinois, and has the power and
authority to carry on its business as now being conducted;

(ii) The Company has never conducted and does not currently conduct any business
other than ownership and operation of the Property, and has never owned, and
does not currently own, any assets other than the Property and cash and
investment securities;

(iii) As of the Closing Date, the Company will have no historical liabilities
other than the Closing Date Debt, obligations for Operating Expenses and Real
Estate Taxes which are being prorated pursuant to Article VI above; and as of
the Closing Date, the Company will not be a party to any agreements other than
the Permitted Exceptions, Tenant Leases, the Operating Agreement, the Service
Contracts and the documents related to the Closing Date Debt;

(iv) Property Owner has delivered to CBL/OP true, correct and complete copies of
the Company's certificate of formation and limited liability company agreement,
including all amendments to either of them;

(v) No Contributor is in breach of, or default under, the limited liability
company agreement of the Company and no event has occurred that, with the giving
of notice or the passage of time, or both, would constitute a default thereunder
on the party of any Contributor; and

(vi) Neither Property Owner, any Contributor nor any affiliate of any of them
has made a loan to the Company, and no Contributor has any outstanding capital
commitments to the Company.

(vii) The LLC Interests represent all of the issued and outstanding equity
interests in the Company; the Company has no obligation to issue, and no party
has any right to acquire, any other equity interests in the Company.

7.2 Definition of Property Owner's Knowledge. For purposes of this Agreement,
whenever the phrase "to the knowledge of Property Owner" or words of similar
import are used, they shall be deemed to refer to the present actual (as opposed
to constructive or imputed) knowledge of either Troy Marquis or Irwin Blitt,
only, without any investigation or inquiry whatsoever by said individuals.
CBL/OP acknowledges that the individuals named above are named solely for the
purpose of defining and narrowing the scope of Property Owner's knowledge and
not for the purpose of imposing any liability on or creating any duties running
from such individual to CBL/OP. CBL/OP covenants that CBL/OP will bring no
action of any


                                       45
<PAGE>

kind against such individual or any officer, director, member,
partner, shareholder, agent, representative, or advisor of Property Owner in
such capacity arising out of the representations and warranties made by Property
Owner in this Agreement; provided, however, that nothing shall preclude CBL/OP
from seeking indemnity from such person in such persons capacity as a
Contributor.

7.3 Survival Period. The representations and warranties of Property Owner and
Contributors set forth in Section 7.1 and the indemnification obligations under
Section 10.4.2 shall survive until only the date which is one (1) year following
the Closing (the "Expiration Date") (other than those representations and
warranties set forth in Sections 7.1.1 through 7.1.7 and Section 7.1.22 and the
indemnification obligations under Section 10.4.2, but only to the extent the
indemnification obligations cover breaches of the representation and warranties
set forth in Sections 7.1.1 through 7.1.7 and Section 7.1.22, which shall
survive until the date which is five (5) years following the Closing Date (the
"Extended Expiration Date")) and shall automatically expire upon the Expiration
Date (or Extended Expiration Date, as applicable) unless CBL/OP files a written
claim against Contributors with respect to any alleged breach prior to the
Expiration Date (or Extended Expiration Date, as applicable) and commences suit
within six (6) months following the filing of such claim (and, in the event any
such suit is timely commenced by CBL/OP against Contributors, shall survive
thereafter only insofar as the subject matter of the alleged breach specified in
such suit is concerned). If suit is not timely commenced by CBL/OP within the
time period stated above, then Property Owner's/Contributors' representations
and warranties and indemnifications obligations shall thereafter be void and of
no force or effect.

7.4 Third Party Information. Notwithstanding anything to the contrary contained
herein, and without limiting Article IX below, neither Property Owner nor
Contributors shall have any liability, obligation or responsibility of any kind
to CBL/OP, any of CBL/OP's agents, members, partners, employees,
representatives, related and affiliated entities, successors and assigns, or any
other party claiming by, under or through CBL/OP (collectively, "CBL/OP
Parties") with respect to the following: (a) the content or accuracy of any
report, study, opinion or conclusion of any soils, toxic, environmental or other
engineer or other person or entity who has examined the Property or any aspect
thereof; (b) the content or accuracy of any information released to CBL/OP by an
engineer or planner in connection with the Property; (c) the availability of
building or other permits or approvals for the Property by any state or local
governmental bodies with jurisdiction over the Property; (d) any of the items
delivered or made available to CBL/OP pursuant to CBL/OP's review of the
Property or the Property Records or the condition of the Property which have
been prepared by anyone other than Property Owner (including any of the Title
Documents); or (e) the content or accuracy of any other development or
construction cost, projection, financial or marketing analysis given to CBL/OP
by Property Owner or reviewed by CBL/OP with respect to the Property; provided
that, in each case stated above, to the extent that Property Owner furnished or
made available any documents or materials to CBL/OP, Property Owner and
Contributors represent and warrant that, to Property Owner's knowledge, such
documents and materials are true and correct copies of those documents and
materials contained in Property Owner's files. Under no circumstances whatsoever
shall information possessed by or known to any person or entity other than
Property Owner (including Property Owner's consultants, attorneys, agents and
advisors or their respective employees or representatives) be imputed or
attributed to Property Owner.

                                       46
<PAGE>

7.5 CBL/OP's Knowledge. For purposes of this Agreement, whenever the phrase "to
the knowledge of CBL/OP" or "CBL/OP has actual knowledge" or words of similar
import are used, they shall be deemed to refer to the present actual (as opposed
to constructive or imputed) knowledge of Stephen Lebovitz, Keith Honnold and/or
Jay Wiseman without any investigation or inquiry whatsoever by said individual.
Property Owner and Contributors acknowledge that the individual named above is
named solely for the purpose of defining and narrowing the scope of CBL/OP's
knowledge and not for the purpose of imposing any liability on or creating any
duties running from such individual to Property Owner and/or Contributors.
Property Owner and Contributors covenant that they will bring no action of any
kind against such individual or any officer, director, member, partner,
shareholder, agent, representative, or advisor of CBL/OP arising out of the
representations and warranties made by CBL/OP in this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, neither Property Owner nor
Contributors shall have any liability, obligation or responsibility of any kind
to CBL/OP or any other CBL/OP Party with respect to any representation or
warranty contained in Section 7.1 above if, prior to the Closing, CBL/OP has
actual knowledge that such representation or warranty is untrue or incorrect, or
to the extent that any Tenant Estoppel Certificate or REA Estoppel Certificate
received by CBL/OP prior to Closing discloses information which is inconsistent
with such representations and warranties.

7.6 Representations and Warranties of CBL/OP. CBL/OP represents and warrants to
Contributors that upon approval of CBL/REIT's Board of Directors as described in
Section 13.2 hereof, the following matters are true and correct as of the
Effective Date:

7.6.1 Legal Power. CBL/OP will have the legal power, right and authority to
enter into this Agreement and the instruments referenced herein, and to
consummate the transaction contemplated hereby.

7.6.2 Duly Authorized. This Agreement is, and all the documents executed by
CBL/OP which are to be delivered to Contributor at the Closing will be, duly
authorized, executed, and delivered by CBL/OP, and is and will be legal, valid,
and binding obligations of CBL/OP (except as may be limited by applicable
bankruptcy, insolvency, moratorium and other principles relating to or limiting
the right of contracting parties generally).

7.6.3 Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by CBL/OP in connection with entering into this
Agreement and the instruments referenced herein and by the Closing all such
necessary action will have been taken to authorize the consummation of the
transaction contemplated hereby. By the Closing no additional consent of any
partner, shareholder, trustee, trustor, beneficiary, creditor, investor,
judicial or administrative body, governmental authority or other party shall be
required for CBL/OP to consummate the transaction contemplated by this
Agreement.

7.6.4 Individuals Authority. The individuals executing this Agreement and the
instruments referenced herein on behalf of CBL/OP have the legal power, right,
and actual authority to bind CBL/OP to the terms and conditions hereof and
thereof.

                                       47
<PAGE>

                                  ARTICLE VIII
                               OPERATING COVENANTS

      Property Owner and Contributors hereby agree to the following covenants:

8.1 Insurance. Until the Closing, Property Owner shall keep the Property insured
against fire, vandalism and other loss, damage and destruction with the same
coverage, policy limits and deductible amounts as are currently maintained by
Property Owner.

8.2 Operation of Property. Until the Closing, Property Owner shall operate the
Property in the manner as Property Owner has previously done and Property Owner
shall maintain and repair the Property through the Closing in a manner
consistent with the manner in which Property Owner maintained and repaired the
Property prior to the date of this Agreement, subject to the limitations on
Property Owner's obligation to pay costs of repair and maintenance as set forth
in Section 8.3 below.

8.3 Capital Improvements. Subject to Property Owner's obligations under Section
8.2 above, from and after the Effective Date until the Closing, Property Owner
shall not undertake any capital improvements or material alterations or
renovations to the Real Property (including any which are recommended in any of
the Property Records delivered or made available to CBL/OP or in any of the
CBL/OP's Information), except as may be required under Tenant Leases, the
Operating Agreement or governmental regulations, without the prior written
consent of CBL/OP. To the extent Property Owner is required (whether pursuant to
Section 8.2, or under Tenant Leases, the Operating Agreement or governmental
regulations) or Property Owner receives CBL/OP's consent, pursuant to the
foregoing sentence, to undertake any capital improvements or material
alterations to the Real Property, Property Owner shall not be required to pay
for capital improvements (excluding Tenant Improvement Costs, which shall be
borne by the parties as provided in Section 6.8 above, and shall not be subject
to the limitations in this Section 8.3) or maintenance and repair expenses in
excess of One Hundred Thousand Dollars ($100,000). If the aggregate amount
incurred by Property Owner for capital improvements (excluding Tenant
Improvement Costs) under this Section 8.3 and maintenance and repair expenses
under the Section 8.2 above, exceeds One Hundred Thousand Dollars ($100,000),
provided the Closing occurs, CBL/OP shall reimburse Property Owner at Closing
for the amount so expended in excess of One Hundred Thousand Dollars ($100,000);
provided, further, that if the total reimbursement required of CBL/OP pursuant
to this provision shall exceed Nine Hundred Thousand Dollars ($900,000), CBL/OP
shall have the right to terminate this Agreement by written notice to Property
Owner, in which event the Letter of Credit or the Deposit, as applicable, shall
be returned to CBL/OP.

8.4 Leasing. From and after the Effective Date, Property Owner shall not enter
into any new Tenant Leases or amend, modify, supplement, terminate or extend the
existing Tenant Leases without the prior written consent of CBL/OP. CBL/OP shall
have 5 Business Days following CBL/OP's receipt of any such draft of a proposed
new Tenant Lease or proposed amendment, modification, supplement, termination or
extension of a Tenant Lease to review and approve such draft, which approval
shall not be unreasonably withheld, delayed or conditioned with respect to the
Pending Transactions (subject to clause (c) below), and which approval shall be
in CBL/OP's sole discretion in all other cases (except as provided in the last
sentence of this


                                       48
<PAGE>

Section 8.4). The failure of CBL/OP to notify Property Owner in
writing within 5 Business Days of CBL/OP's disapproval of any draft delivered to
CBL/OP shall be deemed to constitute CBL/OP's approval thereof. Notwithstanding
anything to the contrary contained herein, CBL/OP shall not be entitled to
disapprove any term, condition or other provision of a subsequent draft of a
proposed new Tenant Lease or a subsequent draft of a proposed amendment,
modification, supplement, termination or extension of a Tenant Lease delivered
to CBL/OP which (a) has not been changed or modified from any prior draft
approved or deemed approved by CBL/OP, or (b) constitutes merely a clarification
of a term or provision of a proposed new Tenant Lease or proposed amendment,
modification, supplement, termination or extension of a Tenant Lease without
changing the substance thereof or another immaterial change or revision to a
proposed new Tenant Lease or proposed amendment, modification, supplement,
termination or extension of a Tenant Lease, or (c) is set forth on Exhibit W
with respect to the Pending Transactions.

8.5 New Contracts. Except as permitted under the terms of this Agreement,
Property Owner shall not enter into any new contract or other agreement
affecting the Property (including but not limited to any transfer of any
interest in the Property or placement or allowance of placement of any mortgage
or lien against the Property) which would survive the Closing (other than new
Tenant Leases pursuant to Section 8.4 above); provided that no consent of CBL/OP
shall be required as to any proposed contract or other agreement which is
entered into in the course of Property Owner's ordinary course of operating and
maintaining the Property and which provides it is terminable upon 30 days (or
less) notice without premium or penalty payable by CBL/OP.

8.6 Liens. From the Effective Date until Closing, except for the Permitted
Exceptions, Property Owner shall not create or consent to the creation of any
security interests, liens, easements or other title conditions affecting any
portion of the Property, without the prior written consent of CBL/OP, which
shall not be unreasonably withheld.

8.7 Tenant Lease Defaults; Operating Agreement Defaults. From the Effective Date
until Closing, Property Owner shall promptly notify CBL/OP in writing of (i) the
occurrence of any material default under any Tenant Lease, which shall include,
without limitation, any monetary defaults by Tenants in excess of $50,000.00 in
the aggregate (regardless of whether Property Owner elects to declare a default)
under the Tenant Leases, and (ii) any notice or correspondence received by
Property Owner or Property Owner's Property Manager from a Tenant or an Anchor
Store with respect to the Property where such notice or correspondence includes
any notice, threat or reference by such Tenant or Anchor Store of any default or
breach or potential default or potential breach under a Lease or the Operating
Agreement or where such notice or correspondence includes any notice of an
intent or threat to terminate a Tenant Lease or the Operating Agreement.

8.8 Transfers. From the Effective Date until Closing, Property Owner shall not
(i) other than due to a casualty, condemnation or as required by law, offer to
sell, or sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of
all or any part of the Property or any interest therein, except for creation of
the mortgage or other lien securing the Closing Date Debt as contemplated under
this Agreement, or (ii) list the Property or any part thereof with any broker
(other than extending the existing listing with Property Owner's Broker) or
otherwise


                                       49
<PAGE>

offer or solicit offers for the sale or transfer of the Property to
any person or entity other than the CBL/OP.

8.9 Litigation. From the Effective Date until Closing, Property Owner shall give
CBL/OP prompt notice of the institution of any litigation, arbitration or other
administrative proceeding of which Property Owner becomes aware involving the
Property or that could impact Property Owner's interest in the Property and will
allow CBL/OP, if requested by CBL/OP, to participate in any decision to settle
such matters and CBL/OP shall be entitled to approve or disapprove any
settlement of such matters that, in the case of any of the foregoing, may have
any material adverse impact on the Property following the Closing (it being
agreed that a settlement which merely requires the payment of money by Property
Owner and/or its insurers, and does not impose any future obligations concerning
operation of the Property will be deemed not to have a material adverse impact
on the Property following the Closing).

8.10 Schedule and Exhibit Updates. Property Owner shall notify CBL/OP of (i) any
circumstance known to Property Owner that would result in a change to any
Schedule or Exhibit or (ii) any discovery (or remembrance) of facts which would
render any Schedule or Exhibit inaccurate or incomplete within a reasonable time
following Property Owner's knowledge of the occurrence of such circumstance or
discovery of such facts.

8.11 Company Assets and Liabilities. Between the formation thereof and the
Closing, the Company's only assets shall be the Property and the Company shall
have incurred or assumed no liabilities of Property Owner except those to which
CBL/OP has expressly agreed herein.

8.12  Employees.  Property  Owner hereby  covenants not to permit the Company to
employ any employees.



                                  ARTICLE IX
                                  "AS-IS" SALE

9.1 Disclaimer of Representations and Warranties by Property Owner and
Contributors. Notwithstanding anything contained in this Agreement to the
contrary, except for those representations and warranties expressly made by
Contributor in Section 7.1 above, it is understood and agreed that neither
Contributors nor Property Owner nor any of Property Owner's respective agents,
employees, contractors or representatives, nor any other person purporting to
act on behalf of Property Owner or any Contributor, has made and is not now
making, and CBL/OP has not relied upon and will not rely upon (directly or
indirectly), any warranties or representations of any kind or character, express
or implied, oral or written, past, present or future, with respect to the
Property, including warranties or representations as to (a) matters of title,
(b) environmental matters relating to the Property or any portion thereof, (c)
geological conditions, including subsidence, subsurface conditions, water table,
underground water reservoirs, limitations regarding the withdrawal of water and
earthquake faults and the resulting damage of past and/or future earthquakes,
(d) whether, and to the extent to which, the Property or any portion thereof is
affected by any stream (surface or underground), body of


                                       50
<PAGE>

water, flood prone
area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil
conditions, including the existence of instability, past soil repairs, soil
additions or conditions of soil fill, or susceptibility to landslides, or the
sufficiency of any undershoring, (g) zoning to which the Property or any portion
thereof may be subject, (h) the availability of any utilities to the Property or
any portion thereof including water, sewage, gas and electric, (i) usages of
adjoining property, (j) access to the Property or any portion thereof, (k) the
value, compliance with the plans and specifications, size, location, age, use,
design, quality, descriptions, suitability, seismic or other structural
integrity, operation, title to, or physical or financial condition of the
improvements or any other portion of the Property, (l) any income, expenses,
charges, liens, encumbrances, rights or claims on or affecting or pertaining to
the Property or any part thereof, (m) the presence of hazardous substances in or
on, under or in the vicinity of the Property, (n) the condition or use of the
Property or compliance of the Property with any or all past, present or future
federal, state or local ordinances, rules, regulations or laws, building, fire
or zoning ordinances, codes or other similar laws, (o) the existence or
non-existence of underground storage tanks, (p) any other matter affecting the
stability or integrity of the Real Property, (q) the potential for further
development of the Property, (r) the existence of vested land use, zoning or
building entitlements affecting the Property, (s) the merchantability of the
Property or fitness of the Property for any particular purpose (CBL/OP affirming
that CBL/OP has not relied on the skill or judgment of Contributors, Property
Owner, Property Owner's Property manager, or any of their respective agents,
employees, contractors or representatives to select or furnish the Property for
any particular purpose, and that no Contributor or Property Owner makes any
warranty that the Property is fit for any particular purpose) or (t) tax
consequences (including the amount, use or provisions relating to any tax
credits). CBL/OP further acknowledges that any information of any type which
CBL/OP has received or may receive from Property Owner Contributors or any of
their respective agents, employees, contractors or representatives, including
any environmental reports and survey, is furnished on the express condition that
CBL/OP shall not rely thereon, but shall make an independent verification of the
accuracy of such information, all such information being furnished without any
representation or warranty whatsoever.

9.2 Sale "As Is". CBL/OP represents and warrants that CBL/OP is a knowledgeable,
experienced and sophisticated buyer of real estate and that CBL/OP has relied
and shall rely solely on (a) CBL/OP's own expertise and that of CBL/OP's
advisors and consultants in purchasing the Property, and (b) CBL/OP's own
knowledge of the Property based on CBL/OP's investigations and inspections of
the Property. CBL/OP has conducted such inspections and investigations of the
Property as CBL/OP deems necessary, including the physical and environmental
conditions thereof, and shall rely upon same. Upon Closing, CBL/OP shall assume
the risk that adverse matters, including adverse physical and environmental
conditions, may not have been revealed by CBL/OP's inspections and
investigations. CBL/OP acknowledges and agrees that upon Closing, Contributors
shall convey to CBL/OP and CBL/OP shall accept the LLC Interests based on the
condition of the Property being "as is, where is," with all faults and defects
(latent and apparent). CBL/OP further acknowledges and agrees that there are no
oral agreements, warranties or representations with respect to the Property made
by any Contributor, Property Owner, or any agent, employee, contractor or
representative of either of them except for representations and warranties made
by Property Owner and Contributors in this Agreement or any document delivered
at or prior to Closing pursuant hereto. The terms and conditions of Section 9.1
and this Section 9.2 shall expressly survive the Closing, shall not merge


                                       51
<PAGE>

with
any Closing Documents. Property Owner is not liable or bound in any manner by
any oral or written statements, representations or information pertaining to the
Property furnished by Property Owner's Property Manager, Property Owner's broker
or any other real estate broker, or any contractor, agent, or other third
person. CBL/OP acknowledges that the total consideration reflects the "as is"
condition of the Property and any faults, liabilities, defects or other adverse
matters that may be associated with the Property except for representations and
warranties made by Property Owner and Contributors in this Agreement or any
document delivered at or prior to Closing pursuant hereto. CBL/OP has fully
reviewed the disclaimers and waivers set forth in this Agreement with CBL/OP's
counsel and understands the significance and effect thereof.

9.3 CBL/OP Acknowledgments. CBL/OP acknowledges and agrees that (a) to the
extent required to be operative, the disclaimers of warranties contained in
Section 9.1 and Section 9.2 above are "conspicuous" disclaimers for purposes of
all applicable laws and other legal requirements, and (b) the disclaimers and
other agreements set forth in Section 9.1 and Section 9.2 are an integral part
of this Agreement, that the Total Consideration has been adjusted to reflect the
same and that Contributors and Property Owner would not have agreed to
consummate the transactions contemplated hereby without the disclaimers and
other agreements set forth in Section 9.1 and Section 9.2 above.

9.4 CBL/OP Represented by Counsel. CBL/OP hereby represents and warrants to
Property Owner and Contributors that: (a) CBL/OP is not in a significantly
disparate bargaining position in relation to Property Owner; (b) CBL/OP is
represented by legal counsel in connection with the transaction contemplated by
this Agreement; and (c) CBL/OP is acquiring the LLC Interests, and the indirect
ownership of the Property, for business, commercial, investment or other similar
purposes.

9.5   CBL/OP's Release of Property Owner and Contributors.

9.5.1 Property Owner and Contributors Released From Liability. Subject to those
obligations (including, without limitation, representations and warranties) of
Property Owner and/or Contributors which this Agreement specifically provides
shall survive the Closing, CBL/OP hereby waives its and their right to recover
from and fully and irrevocably releases Property Owner, Property Owner's
Property Manager and Contributors and Property Owner's employees, officers,
directors, representatives, agents, advisors, servants, attorneys, affiliates,
parent, subsidiaries, successors and assigns, and all persons, firms,
corporations and organizations acting on Property Owner's and/or Contributors'
behalf (the "Released Parties") from any and all claims, responsibility and/or
liability that CBL/OP may now have or hereafter acquire against any of the
Released Parties for any costs, loss, liability, damage, expenses, demand,
action or cause of action arising from or related to (a) the physical,
environmental and structural condition (including any construction defects,
errors, omissions or other conditions, latent or otherwise), valuation,
salability or utility of the Property, or its suitability for any purpose
whatsoever, (b) the presence of any environmental problems, or the use,
presence, storage, release, discharge, or migration of Hazardous Substances on,
in, under or around the Property regardless of when such Hazardous Substances
were first introduced in, on or about the Property, and (c) the presence,
release and/or remediation of asbestos and asbestos containing materials in, on
or about the Property regardless of when such asbestos and asbestos containing
materials were first introduced in, on or about the Property. Notwithstanding
the foregoing, the


                                       52
<PAGE>

Released Parties shall not be deemed to include contractors,
subcontractors and other persons who are unaffiliated with Property Owner and
who have supplied labor, materials or equipment to a work of improvement at the
Real Property. This release includes claims of which CBL/OP is presently unaware
or which CBL/OP does not presently suspect to exist which, if known by CBL/OP,
would materially affect CBL/OP's release of the Released Parties. CBL/OP
specifically waives the provision of any statute or principle of law, which
provides otherwise. In this connection and to the extent permitted by law,
CBL/OP agrees, represents and warrants that CBL/OP realizes and acknowledges
that factual matters now unknown to CBL/OP may have given or may hereafter give
rise to causes of action, claims, demands, debts, controversies, damages, costs,
losses and expenses which are presently unknown, unanticipated and unsuspected,
and CBL/OP further agrees, represents and warrants that the waivers and releases
herein have been negotiated and agreed upon in light of that realization and
that CBL/OP nevertheless hereby intends to release, discharge and acquit
Property Owner from any such unknown causes of action, claims, demands, debts,
controversies, damages, costs, losses and expenses.

9.5.2 Claims Under Environmental Laws. As used herein, (a) "Environmental Laws"
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource
Conservation and Recovery Act (42 U.S.C. Section 6902 et seq.), as amended, or
any similar federal, state or local law, ordinance, rule or regulation
applicable to the Property (including any principles of common law or common law
theories); and (b) "Hazardous Substances" means any hazardous, toxic or
dangerous waste, substance or material, any pollutant or contaminant, or any
substance which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance
which contains gasoline, diesel fuel or other petroleum hydrocarbons,
polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde or asbestos; and
(c) "Unknown Environmental Liabilities" means future obligations to remediate
Hazardous Substances which are located on the Property prior to the Closing,
whether or not such Hazardous Substance is disclosed by any of the Property
Records, CBL/OP's Information or any other source prior to the Closing. Without
limiting the foregoing provisions of this Article IX and notwithstanding the
provisions of any Environmental Laws to the contrary, but subject to (and
without waiving in any respect) the representations and warranties made by
Property Owner and Contributors in Sections 7.1.11, 7.1.13 and 7.1.19 above, (i)
Unknown Environmental Liabilities relating to the Property which exist on or
before the Closing shall be borne solely by CBL/OP, and (ii) Property Owner and
the Contributors shall be deemed to be released from all Unknown Environmental
Liabilities pursuant to Section 9.5.1 above. Without limiting the foregoing, but
subject to (and without waiving in any respect) the representations and
warranties made by Property Owner and the Contributors in Sections 7.1.11,
7.1.13 and 7.1.19 above, CBL/OP hereby waives and agrees not to commence any
action, legal proceeding, cause of action or suits in law or equity, of whatever
kind or nature, including a private right of action under the federal superfund
laws, 42 U.S.C. Sections 9601 et seq. or any other Environmental Laws (as such
laws and statutes may be amended, supplemented or replaced from time to time),
directly or indirectly, against the Released Parties in connection with Unknown
Environmental Liabilities or any other claims relating to Hazardous Substances
at the Property or arising under Environmental Laws with respect to the
Property.

                                       53
<PAGE>


                                     /s/ KLH
                                CBL/OP'S INITIALS

9.5.3 Survival. The foregoing provisions of this Article IX, including the
waivers and releases by CBL/OP, shall survive the Closing.

                                   ARTICLE X
                                    REMEDIES

10.1 Liquidated Damages; Property Owner's/Contributors' Remedies. In the event
the Closing and the consummation of the transaction contemplated herein do not
occur as provided herein by reason of any breach of CBL/OP, CBL/OP, Property
Owner and Contributors agree that it would be impractical and extremely
difficult to estimate the damages which Property Owner and Contributors may
suffer as a result thereof. Therefore, CBL/OP and Property Owner and
Contributors do hereby agree that a reasonable estimate of the total net
detriment that Property Owner and Contributors would suffer in the event that
CBL/OP breaches this Agreement and fails to complete the purchase of the
Property is and shall be, as Property Owner's and Contributors' sole and
exclusive remedy (whether at law or in equity), and as the full, agreed and
liquidated damages for such breach, an amount equal to the Deposit (it being
agreed by Property Owner and the Contributors that such Deposit shall be
allocated among the Contributors and the Other Mall Contributors in the manner
described in the Indemnity Escrow Agreement which is attached hereto as Exhibit
AA. Upon any such breach by CBL/OP, unless otherwise specified, this Agreement
shall be terminated and neither party shall have any further rights or
obligations hereunder, each to the other, except for the right of Property Owner
and/or Contributors to collect and retain such liquidated damages from CBL/OP
and Escrow Agent and the obligation of CBL/OP to deliver to Property Owner
and/or Contributors the delivery items pursuant to Section 4.6 above; provided,
however, that this liquidated damages provision shall not limit Property Owner's
and/or Contributors' right to (a) receive reimbursement for or recover damages
in connection with CBL/OP's indemnity of Property Owner and/or Contributors
and/or breach of CBL/OP's obligations pursuant to Section 4.4.2 and Section 5.9
above, (b) recover attorneys' fees and court costs pursuant to Section 10.3
below, (c) injunctive relief under Section 4.2.6 above, and/or (d) pursue any
and all remedies available at law or in equity in the event that following any
termination of this Agreement, CBL/OP or any other CBL/OP party asserts any
claims or right to the Property that would otherwise delay or prevent Property
Owner or the Company, as applicable, from having clear, indefeasible and
marketable title to the Property. The parties acknowledge that the payment of
such liquidated damages is not intended as a forfeiture or penalty, but is
intended to constitute liquidated damages to Property Owner and Contributors.

10.2 CBL/OP's Remedies. Subject to Section 10.5 below, in the event the Closing
and the consummation of the transaction contemplated herein do not occur as
provided herein by reason of any breach of Property Owner and/or Contributors,
then CBL/OP shall elect, as CBL/OP's sole remedy, either to: (a) terminate this
Agreement by giving Property Owner timely written notice of such election prior
to or upon the Closing Date, and CBL/OP shall be entitled to recover from Escrow
Agent or Property Owner, as applicable, the Letter of Credit or the Deposit, as
applicable; or (b) enforce specific performance against Property Owner, in which
event there shall be no reduction of the Total Consideration and CBL/OP shall
not be entitled to recover any


                                       54
<PAGE>

damages (whether actual, direct, indirect,
consequential, punitive or otherwise) notwithstanding such failure or breach by
Property Owner and/or Contributors. Notwithstanding the foregoing, if Property
Owner breaches any of Property Owner's obligations which pursuant to this
Agreement are to be performed by Property Owner prior to the Closing Date, and
instead of terminating this Agreement pursuant to this Section 10.2, CBL/OP
proceeds with the Closing, then CBL/OP shall be deemed to have waived such
default by Property Owner, provided that CBL/OP has knowledge thereof prior to
Closing. CBL/OP shall be deemed to have elected to terminate this Agreement
pursuant to Clause (a) hereinabove if CBL/OP fails to commence an action to
assert a claim for specific performance against Property Owner and/or
Contributors on or before 30 days following the Closing Date. Notwithstanding
the foregoing to the contrary, no notice of termination given by CBL/OP
hereunder shall be of any force or effect if Property Owner and/or Contributors
cure the default within 5 Business Days after Property Owner's receipt of any
such termination notice. If CBL/OP duly elects to terminate or is deemed to have
elected to terminate this Agreement pursuant to Clause (a) hereinabove, then
CBL/OP shall and hereby agrees in such event to waive any and all right to file
or record any lis pendens or any other lien or encumbrance against the Property
or to seek specific performance or other equitable relief or to seek or recover
from Property Owner and/or Contributors any damages (including any actual
direct, indirect, consequential, punitive or other damages).

10.3 Attorneys' Fees. If any action is brought by either party against the other
party, relating to or arising out of this Agreement, the transaction described
herein or the enforcement hereof, the prevailing party shall be entitled to
recover from the other party reasonable attorneys' fees, costs and expenses
incurred in connection with the prosecution or defense of such action. For
purposes of this Agreement, the term "attorneys' fees" or "attorneys' fees and
costs" shall mean the fees and expenses of counsel to the parties hereto, which
may include printing, photostatting, duplicating and other expenses, air freight
charges, and fees billed for law clerks, paralegals and other persons not
admitted to the bar but performing services under the supervision of an
attorney, and the costs and fees incurred in connection with the enforcement or
collection of any judgment obtained in any such proceeding. The provisions of
this Section 10.3 shall survive the Closing and any termination of this
Agreement and shall survive the entry of any judgment, and shall not merge, or
be deemed to have merged, into any judgment.

10.4  Mutual Post-Closing Indemnities.

10.4.1 Definition of Losses. For purposes of this Section, "Losses" shall mean
any and all claims, actions, suits, demands, losses, damages, liabilities,
obligations, judgments, settlements approved by the indemnifying party, awards,
penalties, costs or expenses, including, without limitation, reasonable
attorneys' and paralegals' fees and expenses (based on actual time spent and
normal billing rates, and without giving effect to any statutory presumption of
the amount of reasonable attorneys' fees that might apply) but excluding the
following but only insofar as the following do not or have not resulted in
actual monetary loss: any damage to reputation, mental or emotional distress or
interference with business operations.

10.4.2 Contributors' Indemnity. Subject to the limitations set forth in Section
7.3 above and Sections 10.5 and 10.6 below, Contributors hereby agree, jointly
and severally, to indemnify, hold harmless and defend CBL/OP and the Company and
any officer, director, partner, employee and/or agent of CBL/OP or the Company
from and against any and all Losses


                                       55
<PAGE>

arising out of or resulting from (i) any
default by Property Owner on or prior to Closing under the Tenant Leases, the
Service Contracts or the Operating Agreement; (ii) the breach or inaccuracy of
any representation or warranty made by Property Owner and/or Contributors in
this Agreement or the Closing documents delivered by Property Owner and/or
Contributors; (iii) any third party tort claim with respect to the Property that
arises or arose as the result of any injury or damage occurring on or prior to
Closing; (iv) the failure of Property Owner, and/or Contributors to perform any
of their covenants (I) set forth in Article VIII of this Agreement, (II) or such
other covenants set forth in this Agreement that are to be performed after the
Closing; or (v) any claims by Property Owner's employees, including, but not
limited to, any claims related to any termination of such employees' employment
and any unpaid wages, severances, bonuses, and retirement packages; provided,
however, that nothing in this Section 10.4.2 shall obligate Contributors and/or
Property Owner to indemnify, hold harmless or defend CBL/OP with regard to any
Losses arising from (1) any continuing condition of the Property as of the
Closing Date which CBL/OP has agreed to accept in its "AS-IS, WHERE-IS"
condition as of the Closing Date, or (2) any matter for which CBL/OP has agreed
to release Property Owner and Contributors pursuant to Section 9.5 of this
Agreement, or (3) any matter described in the last sentence of Section 7.5.

10.4.3 Sources for Satisfaction of Contributors' Indemnity. At the Closing,
CBL/OP, the Contributors, the Other Mall Contributors and the Hickory Point
Property Owner shall establish with Escrow Agent at Closing a single escrow
account (the "Indemnity Escrow Fund") for this Agreement and the Other Mall
Contracts, into which $5,000,000 shall be deposited by the Contributors, the
Other Mall Contributors and the Hickory Point Property Owner, and held and
administered by the Escrow Agent pursuant to the terms and conditions of the
Indemnity Escrow Agreement as the initial source for CBL/OP's and the Company's
claims for indemnifications under this Agreement and under the Other Mall
Contracts and for any Percentage Rentals due and payable by the Contributors to
CBL/OP after reconciliation pursuant to Section 6.4.4 above. The amount to be
deposited by each Contributor in the Indemnity Escrow Fund shall be based on
such Contributor's proportionate share ("Contributor's Share") of the aggregate
amount of Total Consideration plus the Other Mall Total Consideration (with the
balance of the Indemnity Escrow Fund to be paid by the Hickory Point Property
Owner). The entire amount of the Indemnity Escrow Fund shall be available to
satisfy claims under this Agreement or either of the Other Mall Contracts,
without regard to what portion of such Indemnity Escrow Fund has been funded by
Contributors hereunder, by Other Mall Contributors or by the Hickory Point
Property Owner. At any time prior to the "Expiration Date" specified in Section
7.3, CBL/OP shall be entitled to make a claim against the Indemnity Escrow Fund
for Losses incurred by CBL/OP and for which it is entitled to be indemnified
pursuant to Section 10.4.2 of this Agreement and for Percentage Rentals due and
payable by the Contributors to CBL/OP after reconciliation pursuant to Section
6.4.4 above; provided however, with respect to the "Unlimited Claims" set forth
in Section 10.6, CBL/OP's remedy shall not be limited to the amount of funds
held in the Indemnity Escrow Fund, and CBL/OP may make a claim directly against
any or all of the Contributors for payment thereof. As of the Expiration Date,
the funds remaining in the Indemnity Escrow Fund shall be disbursed in the
manner described in the Indemnity Escrow Agreement, except to the extent that
CBL/OP has made a claim hereunder which remains outstanding, in which case, the
amount in excess of such claim shall be disbursed to the Contributors, and the
remaining amount, if any, shall be disbursed upon the resolution of such claim.

                                       56
<PAGE>

10.4.4 CBL/OP's Indemnity. Subject to the limitations set forth herein, CBL/OP
agrees to indemnify, hold harmless and defend Contributors and any officer,
director, member, employee and/or agent of Property Owner from and against any
and all costs, losses, damages and expenses, of any kind or nature whatsoever
(including attorneys' fees and costs) arising out of or resulting from (i) any
default by CBL/OP on or after Closing under the Tenant Leases, the Service
Contracts (whether or not assumed by CBL/OP) or the Operating Agreement, (ii)
the breach or inaccuracy of any representation or warranty made by CBL/OP in
this Agreement or the Closing documents delivered by CBL/OP, (iii) any third
party tort claim with respect to the Property that arises or arose as the result
of any injury or damage occurring after Closing, (iv) the failure of CBL/OP to
perform any of its covenants set forth in this Agreement, (v) any other
liabilities relating to the operation of the Property arising from and after
Closing, or (vi) excluding the matters for which the Contributors have agreed to
indemnify the Company and CBL/OP in Section 6.10 above, the Company's failure to
honor the Outstanding Gift Certificates (it being agreed that the indemnity
obligation in this clause [vi] shall not be subject to the limitations in
Section 10.5, and that CBL/OP's obligation under this Section shall not be
subject to any limitation on the survival period of claims).

10.5 Minimum Amount Requirement for Damages. Notwithstanding anything to the
contrary contained in this Agreement, if the Closing is consummated, neither
party shall have any liability to the other party following the Closing with
respect to any breaches of indemnification obligations under Sections 10.4.2 and
10.4.4 (nor with respect to the breach of any obligation or warranty or
representation to which such indemnity applies [collectively, an
"Indemnification Obligation"]), unless and until the aggregate amount of the
actual general and compensatory damages suffered by the non-defaulting party by
reason of any such breaches of an Indemnification Obligation, exceeds the sum of
$250,000; but then in such event, the damages that the non-defaulting party may
collect shall begin with and include the first dollar of such loss. Unless and
until the amount of the actual damages suffered or incurred by the
non-defaulting party by reason of any such breaches of Indemnification
Obligations exceeds in the aggregate the sum of $250,000, the non-defaulting
party shall not be entitled to file an action or lawsuit or undertake any other
legal proceeding against the defaulting party by reason of any such breaches of
Indemnification Obligations. The provisions of this Section 10.5 shall survive
the Closing. The limitations set forth in this Section 10.5 shall not apply to
breaches of any covenants (other than the Indemnification Obligations), nor
apply to the prorations pursuant to Article VI.

10.6 Limitation of Contributors' Liability. Subject to the limitations and other
provisions of this Agreement, Contributors' total liability with respect to a
breach of any of Property Owner's and/or Contributors' representations or
warranties contained in this Agreement or in any document or instrument executed
and delivered by Property Owner and/or Contributors at Closing or any breach of
Contributors' Indemnification Obligations (other than the representations and
warranties set forth in Sections 7.1.1, 7.1.2, 7.1.6, 7.1.7, 7.1.22 or the
indemnification obligations under Sections 10.4.2 to the extent the same cover
breaches of the representations and warranties under Sections 7.1.1, 7.1.2,
7.1.6, 7.1.7, or 7.1.22 [collectively, the "Unlimited Claims"]) is limited to
$5,000,000 in the aggregate for all such breaches hereunder and all breaches of
the comparable provisions of the Other Mall Contracts. In computing the
aggregate amount of claims for the foregoing purpose, Property Owner's and
Contributors' liability shall be in addition to the amount of any insurance
proceeds and any


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<PAGE>

indemnity, contribution or similar payment received by the
Company or CBL/OP from any third party with respect thereto less expenses
incurred by the Company or CBL/OP in collecting any such insurance proceeds and
third party payments. The foregoing limitation on liability shall survive the
Closing or any earlier termination of this Agreement and shall not diminish or
otherwise affect CBL/OP's waivers and releases in Article IX of this Agreement.

10.7  Intentionally Omitted,

10.8 Limited Liability. CBL/OP hereby agrees that in no event or circumstance
shall any of the members, partners, shareholders, employees, representatives,
officers, directors, or agents of Property Owner, Property Owner's Property
Manager or Contributors have any personal liability under this Agreement, or to
any of CBL/OP's creditors, or to any other party in connection with the Property
except that any members, partners, shareholders, officers, directors or agents
of Property Owner who are also Contributors shall be fully liable for all
Contributors' obligations and liabilities hereunder. Property Owner and
Contributors hereby agrees that in no event or circumstance shall any of the
members, partners, shareholders, employees, representatives, officers,
directors, or agents of CBL/OP have any personal liability under this Agreement,
or to any of Property Owner's creditors, or to any other party in connection
with the Property.

      Notwithstanding anything contained herein to the contrary, this Article X
shall survive the Closing.

                                   ARTICLE XI
                          CONDEMNATION/CASUALTY DAMAGE

11.1 Condemnation. If, prior to Closing, any governmental authority or other
entity having condemnation authority shall institute an eminent domain
proceeding or take any steps preliminary thereto (including the giving of any
direct or indirect notice of intent to institute such proceedings) with regard
to a "Material Portion" of the Land and Improvements (as defined below), and the
same is not dismissed prior to the Closing Date, CBL/OP shall be entitled, as
CBL/OP's sole remedy, to terminate this Agreement upon written notice to
Property Owner (a) within 15 Business Days following notice by Property Owner to
CBL/OP of such condemnation or the threatened condemnation or (b) on the Closing
Date, whichever occurs first. If CBL/OP does not terminate this Agreement
pursuant to the preceding sentence, CBL/OP shall be conclusively deemed to have
elected to accept such condemnation and waives any right to terminate this
Agreement as a result thereof. For purposes of this Section 11.1, a "Material
Portion" shall mean that portion of the Land and Improvements which, if taken or
condemned, would reduce the value of the Property by more than Two Million
Dollars ($2,000,000). If CBL/OP elects to terminate this Agreement under this
Section 11.1, Escrow Agent or Property Owner, as applicable, shall return the
Letter of Credit or the Deposit, as applicable, to CBL/OP and neither party
shall have any further rights or obligations under this Agreement, except for
the CBL/OP's Surviving Obligations. If CBL/OP waives (or is deemed to have
waived) the right to terminate this Agreement as a result of such a
condemnation, then despite such condemnation, Property Owner and CBL/OP shall
proceed to Closing in accordance with the terms of this Agreement with no
reduction in the Total Consideration, and Property Owner shall assign to the
Company at Closing, as part of the Intangible Property, all of Property Owner's
right, title and


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interest in and to all proceeds resulting or to result from
said condemnation and give a credit for any proceeds received prior to Closing.

11.2 Nonmaterial Condemnation. If, prior to Closing, a taking or condemnation
relating to the Property has occurred, or is threatened, which is not described
in Section 11.1 above, the Closing shall take place as provided in this
Agreement with no reduction of the Total Consideration, and Property Owner shall
assign to the Company at Closing, as part of the Intangible Property, all of
Property Owner's right, title and interest in and to all proceeds resulting or
to result from said condemnation and give a credit for any proceeds received
prior to Closing.

11.3 Casualty Damage. If, prior to the Closing, any of the Improvements are
damaged by fire or other casualty (collectively, "Casualty"), as promptly as
possible after Property Owner learns of such Casualty, Property Owner shall
deliver to CBL/OP written notice thereof ("Casualty Loss Notice") together with
Property Owner's determination as to whether the damage constitutes a "Material
Damage" (as defined below). For the purposes of this Section 11.3, "Material
Damage" shall mean damage to the Improvements which is of such nature that the
cost of restoring the Improvements to their condition prior to the Casualty
will, in Property Owner's reasonable determination as provided in the Casualty
Loss Notice, exceed Two Million Dollars ($2,000,000), whether or not such damage
is covered by insurance. If, prior to the Closing, the Improvements sustain
Material Damage by a Casualty, CBL/OP may, at CBL/OP's option, terminate this
Agreement by delivering written notice thereof to Property Owner and Escrow
Agent within the earlier of (a) 10 Business Days after CBL/OP's receipt of the
Casualty Loss Notice or (b) the Closing Date. If the Improvements are damaged by
a Casualty which is not a Material Damage, or if CBL/OP fails to deliver written
notice of termination within the time period set forth hereinabove for a
Material Damage, then: (i) the parties shall proceed to close this transaction
in accordance with the terms of this Agreement; (ii) at the Closing, CBL/OP
shall receive a credit against the Total Consideration in an amount equal to the
deductible under Property Owner's casualty insurance policy plus the amount of
any proceeds received by Property Owner prior to Closing to the extent the same
exceed costs of restoration and repair expended by Property Owner; and (iii)
Property Owner shall, as part of the Intangible Property, assign to CBL/OP all
of Property Owner's rights in the resulting casualty insurance proceeds;
provided, however, that in no event shall the sum of such credit for the
deductible and the amount of the insurance proceeds assigned to CBL/OP pursuant
to Clauses (ii) and (iii) hereinabove exceed the lesser of (1) the Total
Consideration or (2) the cost to complete the repair of the Casualty following
the Closing; provided, however, CBL/OP shall have no obligation to close with an
assignment of casualty insurance proceeds unless Property Owner shall provide to
CBL/OP a statement from the insurance company recognizing the casualty and the
applicability of the insurance policy thereto and noting the insurance carrier's
acknowledgement of the coverages set forth in the insurance policy to the
particular casualty with no offsets, exclusions or denials of coverage and the
assignability of the policy to the CBL/OP, and CBL/OP shall be reasonably
satisfied that the insurance proceeds are adequate to restore the damage, and if
Property Owner fails to provide such statement from the insurance company by the
Closing Date, and Contributors are unwilling to escrow (on terms mutually
satisfactory to the parties) the amount required to restore the damage, CBL/OP
may elect to terminate this Agreement, by written notice to Property Owner. If
CBL/OP elects to terminate this Agreement under this Section 11.3, Escrow Agent
or Property Owner, as applicable, shall


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<PAGE>

return the Letter of Credit or the
Deposit, as applicable, to CBL/OP and neither party shall have any further
rights or obligations under this Agreement, except for the CBL/OP's Surviving
Obligations.

                                  ARTICLE XII
           CBL/OP'S AND ELECTING CONTRIBUTORS' POST-CLOSING COVENANTS

12.1 CBL/OP's Post-Closing Covenants. In addition to any other covenant or
agreement that is specifically stated in this Agreement as surviving the
Closing, CBL/OP and the Electing Contributors agree to the following regarding
certain post-Closing matters as set forth below:

12.1.1 Electing Contributors Allocation of Portion of CBL/OP's Debt; Allocations
of Code Section 704(c) Tax Items; Certain Income Allocations.

(a) Electing Contributors Allocation of Portion of CBL/OP's Debt. CBL/OP and
each Electing Contributor agree that subsequent to the Closing, each such
Electing Contributor will be allocated for purposes of Code Section 752 (taking
into account the Guarantees) an aggregate portion of CBL/OP's debt of not less
than the amount specified on Schedule II representing each such Electing
Contributor's negative tax basis at Closing and such allocation shall be
maintained in such amount for a period of not less than twelve (12) years after
the Closing Date, provided, however, that if CBL/OP determines that the
aggregate portion of CBL/OP's debt that is allocable, or that will be allocable,
to any Electing Contributor is less than the amount specified on Schedule II at
any time after the Closing Date (a "Debt Shortfall"), for as long as such
Electing Contributor (or any permitted transferee) continues to hold Partnership
Interests, CBL/OP will offer such Electing Contributor (or permitted transferees
of the Partnership Interests from such Electing Contributor ) the opportunity to
make "bottom guarantees" under terms and conditions comparable to "bottom
guarantees" offered to other partners of CBL/OP, provided further that such
"bottom guarantees" shall be of no more than 33% of the indebtedness so
guaranteed in an amount necessary to avoid current taxable income to such
Electing Contributor, and the indebtedness so guaranteed shall be institutional
or CMBS non-recourse indebtedness secured by first mortgages or deeds of trust
on CBL-owned properties. If any Electing Contributor that receives Partnership
Interests (or such transferees) declines to make such "bottom guarantees,"
CBL/OP shall have no further obligation to the party declining to make the
"bottom guarantee" with respect to the Debt Shortfall. CBL/OP shall have no
obligation under this Article 12 to any Electing Contributor (or any transferee
thereof) from and after the date that such person disposes of its Partnership
Interests, including, but not limited to, a sale of such Partnership Interests
or a conversion of such Partnership Interests into CBL/REIT stock, nor shall
CBL/OP have any liability to the estate of any such person that is a natural
person following the death of such person.

      Notwithstanding the above paragraph, CBL/OP and each Electing Contributor
agree that for as long as the Closing Date Debt remains outstanding, each
Electing Contributor will be allocated for purposes of Section 752 Closing Date
Debt of not less than the such Electing Contributor's percentage interest of the
Closing Date Debt (less any principal amortization) as indicated on Schedule I.
For purposes hereof, CBL/OP agrees that it will not voluntarily prepay or
otherwise accelerate the payment of the Closing Date Debt during the two year
period following the Closing.

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<PAGE>

      Notwithstanding the elimination of any "debt protection" following the
twelfth (12) anniversary of the Closing Date, in the event that thereafter any
Electing Contributor or such Electing Contributor's successors and assigns shall
desire to be advised as to CBL/OP's plans, if any, as to debt allocations and/or
the debt related to the Shopping Center with respect to the tax treatment and
impact thereof, such Electing Contributor or such Electing Contributor's
successors and assigns may request, in writing, that CBL/OP advise it or them of
any plans or planning that CBL/OP may have at that time. CBL/OP agrees to share
such information with any such Electing Contributor or such Electing
Contributor's successors and assigns if there are such plans or planning but any
such Electing Contributor or such Electing Contributor's successors and assigns
must agree to hold such information in strict confidence and not divulge such
plans or planning to any third party other than such accountants or tax advisors
that may be assisting such Electing Contributors or such Electing Contributor's
successors and assigns. Such Electing Contributors' or its successors' and
assigns' rights to request such plans or planning may be made no more frequently
than once per calendar quarter and the failure of CBL/OP to respond to such
requests shall not be deemed a default under this Agreement.

      Additionally, following the twelfth (12) anniversary of the Closing Date,
CBL/OP shall reasonably offer bottom guarantees to each Electing Contributor on
terms similar to those provided to other then existing partners of CBL/OP.

(b) Allocations of Code Section 704(c) Tax Items. Each Electing Contributor and
CBL/OP agree that the tax items under Section 704(c) of the Code (the "704(c)
Tax Items") with respect to the Shopping Center following the Closing Date shall
be allocated by CBL/OP according to the "traditional method" with back-end
curative allocations upon a sale of the Shopping Center as such methods and
procedures are outlined in Section 704(c) of the Code and the regulations
promulgated thereunder.

(c) Certain Income Allocations. Each Electing Contributor and CBL/OP agree that
CBL/OP shall allocate taxable income to such Electing Contributor in each fiscal
year in an amount equivalent to the cash distributions made to such Electing
Contributor in respect of its Partnership Interests during such fiscal year of
CBL/OP (i.e., "income to follow cash"). Each Electing Contributor and CBL/OP
also agree that except for the allocations of the 704(c) Tax Items referenced in
Paragraph 12.1.1(b) above and the income allocations referenced herein and as
modified by the next-following sentence of this Paragraph 12.1.1(c), the
Partnership Interests of such Electing Contributor shall be treated, for all
other purposes of allocations of income, gain, loss, deduction or credit, in the
same manner as the other Common Units of CBL/OP as "Common Units" are defined in
CBL/OP's Partnership Agreement. Notwithstanding the preceding sentence but
except for the allocations of the 704(c) Tax Items referenced in Paragraph
12.1.1(b) above, each Electing Contributor shall be allocated income and/or gain
for a fiscal year of CBL/OP in excess of the cash distributions that such
Electing Contributor has received from CBL/OP for such fiscal year if and only
if (i) all other Common Unit holders of CBL/OP have received an income and/or
gain allocation equivalent to the cash distributions that such other Common Unit
holders received from CBL/OP for such fiscal year, and (ii) such allocation of
income and/or gain to such Electing Contributor is in an amount equivalent to
such Electing Contributor's pro rata portion, based on such Electing
Contributor's Partnership Interest, of the aggregate of the income and/or gain
remaining after the other Common Unit


                                       61
<PAGE>

holders have been allocated income and/or
gain in an amount equivalent to the cash distributions that they received for
such fiscal year.

(d) Book Up of Other Assets. CBL/OP will adjust the values of its other real
properties as of the Closing Date to equal their respective fair market values
for book purposes under the principles of Section 1.704-1(b)(2)(iv)(f) of the
Treasury Regulations, and will account for the resulting disparity between the
adjusted tax bases and book values of such real properties under the principles
of Section 704(c) of the Code, using the traditional method as such method is
outlined in Section 704(c) of the Code and the regulations promulgated
thereunder.

(e) Distribution Deferral. At the election of Electing Contributors, the
amendment to the CBL/OP Partnership Agreement which the parties adopt at Closing
to effectuate the terms of this Contribution Agreement shall include provisions
similar to those set forth in Paragraphs 10 and 11 of the First Amendment to the
Partnership Agreement (limiting dividends for 2 years to meet the safe-harbor
requirements of Section 1.707-4 of the Treasury Regulations). Any amount by
which a dividend during such 2 year period is limited (reduced) shall be
deferred and paid to Electing Contributors within two (2) months of the end of
such two year period.

12.1.2 Resale Restriction Agreement. CBL/OP agrees not to resell or transfer the
Shopping Center until the twelfth (12th) anniversary of the Closing Date other
than in a nonrecognition transaction in which no gain or loss is recognized (as
described in Treasury Regulation Section 1.704-3(a)(8)). The foregoing
limitation shall not be interpreted as restricting (i) a sale pursuant to a deed
in lieu of condemnation given by CBL/OP under the genuine threat of imminent
condemnation, (ii) a condemnation of substantially all of the Shopping Center or
(iii) the substantial destruction of substantially all of the Shopping Center as
a result of fire of other casualty if CBL/OP elects in good faith not to restore
the Shopping Center (it being agreed that a requirement by CBL/OP's then lender
to use such insurance proceeds to pay down the debt encumbering the Property
shall be deemed that CBL/OP has acted in good faith by electing not to restore
the Shopping Center); provided however that CBL/OP will use commercially
reasonable efforts to reinvest proceeds arising from events described in (i),
(ii) or (iii) in a manner that satisfies the requirements of Code Section 1033.
In addition, CBL/OP shall have no obligation under this Article 12 to any
Electing Contributor (or transferees of Partnership Interests from any such
Electing Contributor) from and after the date that such person disposes of its
Partnership Interests in a taxable transaction, including, but not limited to, a
sale of such Partnership Interests or a conversion of such Partnership Interests
into CBL/REIT stock, nor shall CBL/OP have any liability to the estate of any
such person that is a natural person following the death of such person.
Notwithstanding the foregoing prohibition on a taxable transfer or sale of the
Shopping Center, CBL/OP may sell or otherwise dispose of the Shopping Center or
interests therein in a taxable transaction if it agrees to pay the Electing
Contributors who hold Partnership Interests as of the date of such sale or
disposition an amount equal to the "Make Whole Amount." The term "Make Whole
Amount" shall mean an amount intended to compensate such Electing Contributors
on an after-tax basis for the federal and state income taxes imposed with
respect to the gain allocable to such Electing Contributors under Section 704(c)
of the Code (or any successor thereto) as a result of such sale or other taxable
transaction.

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<PAGE>

12.1.3 Contributors' Tax Positions. Notwithstanding any provision to the
contrary stated in this Agreement and except as set forth in Paragraphs 12.1.1
and 12.1.2 above, CBL/OP shall have no obligation, liability, responsibility or
duty with respect to any tax position, tax structure, tax positions on any
financing or refinancing transactions (including any cash distributions and/or
any guarantees of debt resulting from such financing or refinancing
transaction), or other tax matters (state or federal) regarding Contributors
and/or the Shopping Center, other than real property taxes, with respect to
positions taken by Contributors prior to or in conjunction with the Closing.
Contributors agree to indemnify and hold harmless CBL/OP and its Affiliates with
respect to any such matters. It is the express intent of the parties hereto that
CBL/OP's obligations with respect to the tax positions of Contributors are
specifically limited to Paragraphs 12.1.1 and 12.1.2 of this Agreement.

12.2 Contributors' Post-Closing Covenants. In addition to any other covenant or
agreement that is specifically stated in this Agreement as surviving the
Closing, (i) the Contributors agree to continue the legal existence of Property
Owner, in good standing, until at least the first anniversary of the Closing
Date, and (ii) CBL/OP agrees to retain or make (at the request of any
Contributor) for itself and any subsidiary entity through which it owns the
Property (including any intermediate holding entities) an election under Code
Section 754. The provisions of this Section 12.2 shall survive the Closing.

                                  ARTICLE XIII
                                  MISCELLANEOUS

13.1 Entire Agreement. This Agreement contains the entire agreement of the
parties hereto. There are no other agreements, oral or written, and this
Agreement can be amended only by written agreement signed by the parties hereto,
and by reference made a part hereof. Notwithstanding the foregoing, the
Contributors hereby agree that effective as of the date hereof, the Contributor
Representative shall have the power and authority to negotiate, execute and
deliver, in the Contributor Representative's discretion, any amendments to this
Agreement on behalf of the Contributors and that any amendments to this
Agreement executed by the Contributor Representative shall be deemed to have
been executed by the Contributors.

13.2 CBL/REIT Board Approval; Agreement Binding on Parties. The effectiveness of
this Agreement is subject to the approval of the Board of Directors of CBL/REIT
within 72 hours following execution thereof by CBL/OP. Subject only to such
Board approval, this Agreement, and the terms, covenants, and conditions
contained herein, shall inure to the benefit of and be binding upon the heirs,
personal representatives, successors, and assigns of each of the parties hereto.
CBL/OP may assign CBL/OP's rights under this Agreement only upon the following
conditions: (a) the assignee of CBL/OP must be an entity which is directly owned
or controlled by CBL/OP; (b) the Deposit must have been delivered to Escrow
Agent in accordance with Section 3.2.1 above; (c) CBL/OP shall remain primarily
liable for the performance of CBL/OP's obligations under this Agreement; and (d)
the assignee must expressly assume in writing all of CBL/OP's obligations under
this Agreement, and CBL/OP shall deliver to Property Owner and Contributors a
copy of the fully executed written assignment and assumption agreement between
CBL/OP and such assignee at or before the Closing.

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<PAGE>

13.3 Notice. Any notice, communication, request, reply or advice (collectively,
"Notice") provided for or permitted by this Agreement to be made or accepted by
either party must be in writing. Notice may, unless otherwise provided herein,
be given or served (a) by delivering the same to such party, or an agent of such
party, in person or by commercial courier, (b) by facsimile transmission,
evidenced by confirmed receipt and concurrently followed by a "hard" copy of
same delivered to the party by personal delivery or overnight delivery pursuant
to Clauses (a) or (c) hereof, or (c) by depositing the same into custody of a
nationally recognized overnight delivery service such as Federal Express,
Overnight Express or Airborne Express. Notice given in any manner shall be
effective only if and when received by the party to be notified between the
hours of 8:00 a.m. and 5:00 p.m. of any Business Day with delivery made after
such hours to be deemed received the following Business Day. For the purposes of
notice, the addresses of Contributors, CBL/OP, Escrow Agent and the Title
Company shall, until changed as hereinafter provided, be as set forth in Article
I. The parties hereto shall have the right from time to time to change their
respective addresses, and each shall have the right to specify as its address
any other address within the United States of America by at least 5 days written
notice to the other party. Notwithstanding anything to the contrary contained in
this Section 13.3 or elsewhere in this Agreement, any Notice required to be
delivered to one or more of the Contributors under this Agreement, shall be
deemed given to such Contributors if such Notice was delivered, in lieu thereof,
to the Contributor Representative in compliance with method of delivery under
this Section 13.3.

13.4 Time of the Essence. Time is of the essence in all things pertaining to the
performance of this Agreement.

13.5  Governing Law. This  Agreement  shall be construed in accordance  with the
laws of the state of Illinois.

13.6 Currency. All dollar amounts are expressed in United States currency.

13.7 Section Headings. The section and article headings contained in this
Agreement are for convenience only and shall in no way enlarge or limit the
scope or meaning of the various and several sections hereof.

13.8 Business Days. If any date or any period provided for in this Agreement
shall end on a Saturday, Sunday or legal holiday, the applicable date or period
shall be extended to the first Business Day following such Saturday, Sunday or
legal holiday.

13.9 No Recordation. Without the prior written consent of Property Owner, there
shall be no recordation of either this Agreement or any memorandum hereof or any
affidavit pertaining hereto, and any such recordation of this Agreement or
memorandum hereof or affidavit pertaining hereto by CBL/OP without the prior
written consent of Property Owner shall constitute a material default hereunder
by CBL/OP, whereupon this Agreement shall, at the option of Property Owner,
terminate and be of no further force and effect. Upon such termination, the
Letter of Credit or the Deposit, as applicable, shall be immediately delivered
to Property Owner or Property Owner shall retain the Deposit, as the case may
be, whereupon neither CBL/OP, Property Owner nor Contributors shall have any
further rights or obligations under this Agreement, except for the CBL/OP's
Surviving Obligations.

                                       64
<PAGE>

13.10 Multiple Counterparts; Facsimile. This Agreement may be executed in
multiple counterparts (each of which is to be deemed original for all purposes).
The signature page of any counterpart may be detached therefrom without
impairing the legal effect of the signature(s) thereon so long as such signature
page is attached to any other counterpart of this Agreement identical thereto
except having additional signature pages executed by the other parties to this
Agreement attached thereto. CBL/OP, Property Owner and Contributors agree that
the delivery of an executed copy of this Agreement by facsimile shall be legal
and binding and shall have the same full force and effect as if an original
executed copy of this Agreement had been delivered.

13.11 Severability. If any provision of this Agreement or application to any
party or circumstance shall be determined by any court of competent jurisdiction
to be invalid and unenforceable to any extent, the remainder of this Agreement
or the application of such provision to such person or circumstances, other than
those as to which it is so determined invalid or unenforceable, shall not be
affected thereby, and each provision hereof shall be valid and shall be enforced
to the fullest extent permitted by law.

13.12 Limitations on Benefits. It is the explicit intention of CBL/OP, Property
Owner and Contributors that no person or entity other than CBL/OP, Property
Owner and Contributors and their permitted successors and assigns is or shall be
entitled to bring any action to enforce any provision of this Agreement against
any of the parties hereto, and the covenants, undertakings and agreements set
forth in this Agreement shall be solely for the benefit of, and shall be
enforceable only by, CBL/OP, Property Owner and Contributors or their respective
successors and assigns as permitted hereunder. Nothing contained in this
Agreement shall under any circumstances whatsoever be deemed or construed, or be
interpreted, as making any third party (including Property Owner's Property
Manager, Property Owner's Broker, CBL/OP's lender, any Anchor Store or any
Tenant) a beneficiary of any term or provision of this Agreement or any
instrument or document delivered pursuant hereto, and CBL/OP and Property Owner
and Contributors expressly reject any such intent, construction or
interpretation of this Agreement.

13.13 Interpretation. For purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires: (a) the terms
defined in Article I above and have the meanings assigned to them in Article I
above and include the plural as well as the singular, and the use of any gender
herein shall be deemed to include the other genders; (b) references herein to
"Articles," "Sections," subsections, paragraphs and other subdivisions without
reference to a document are to designated Articles, Sections, subsections,
paragraphs and other subdivisions of this Agreement; (c) a reference to a
subsection without further reference to a Section is a reference to such
subsection as contained in the same Section in which the reference appears, and
this rule shall also apply to paragraphs and other subdivisions; (d) the words
"hereof," "herein," "thereof," "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular provision; (e) the
word "including" or "includes" means "including, but not limited to" or
"includes but is not limited to"; (f) the words "approval," "consent" and
"notice" shall be deemed to be preceded by the word "written"; (g) any reference
to this Agreement or any Exhibits hereto and any other instruments, documents
and agreements shall include this Agreement, Exhibits and other instruments,
documents and agreements as originally executed or existing and as the same may
from time to time be supplemented, modified or amended; and (h) unless otherwise
specifically provided, all references in this Agreement to a number of days
shall mean calendar days rather than Business Days and (i) "Business


                                       65
<PAGE>

Days" shall
mean any day other than a Saturday, a Sunday or a Federal holiday on which banks
are closed for business in New York, New York.

13.14 Further Actions. CBL/OP and Property Owner and Contributors shall execute
or cause to be executed all such instruments or agreements as may be reasonably
necessary in order to carry out the purpose of this Agreement, and each party
shall do all other acts reasonably necessary or reasonably requested by the
other to carry out the intent and purpose of this Agreement.

13.15 No Other Inducements. The making, execution and delivery of this Agreement
by the parties hereto has been induced by no representations, statements,
warranties or agreements other than those expressly set forth herein.

13.16 Participation in Drafting. The language in all parts of this Agreement
shall be in all cases construed simply according to its fair meaning and not
strictly for or against any of the parties hereto. Property Owner and
Contributors and CBL/OP each acknowledge that they participated equally in the
drafting of this Agreement and, accordingly, no court construing this Agreement
shall construe it more stringently against one party than any other.

13.17  Exhibits.  Exhibit A through  Exhibit AA and Schedules I, II, 3.3 and 7.1
are incorporated herein by reference.

13.18 No Partnership/Fiduciary Relationship. The parties acknowledge and agree
that the relationship created by this Agreement between Property Owner and
Contributors and CBL/OP is one of contract only, and that no partnership, joint
venture or other fiduciary or quasi-fiduciary relationship is intended or in any
way created hereby, except after Closing by way of Contributors' status as a
limited partner of CBL/OP as a result of the issuance of the K-SCUs.

13.19 Conditional Delivery. The submission by Property Owner and Contributors to
CBL/OP of this Agreement in unsigned form shall be deemed to be a submission
solely for CBL/OP's consideration and not for acceptance and execution. Neither
such submission of this Agreement by Property Owner and Contributors to CBL/OP
nor any course of conduct between CBL/OP and Property Owner and Contributors nor
any actions undertaken or sums expended by CBL/OP shall confer any option or
other right upon CBL/OP or impose any obligation upon Property Owner and
Contributors irrespective of any reliance thereon, change of position or partial
performance. The submission by Property Owner and Contributors of this Agreement
for execution by CBL/OP and the actual execution and delivery thereof by CBL/OP
to Property Owner and Contributors shall similarly have no binding force and
effect on Property Owner and Contributors unless and until Property Owner and
Contributors have executed and delivered a counterpart of this Agreement to
CBL/OP and the Deposit has been actually received by Escrow Agent.

13.20 Survival. Except as expressly provided in this Agreement, the
representations, warranties and covenants set forth in this Agreement shall not
survive the Closing and shall be merged into the Special Warranty Deed and other
instruments and conveyances delivered at the Closing.

                                       66
<PAGE>

13.21 Public Disclosure. Prior to Closing, any release to the public of
information with respect to the sale contemplated herein or any matters set
forth in this Agreement will be made only in the form approved by CBL/OP and
Property Owner and their respective counsel.

13.22 Appointment of Contributor Representative. From and after the date hereof,
the Contributors hereby irrevocably appoint Jack Fingersh as the true and lawful
agent, attorney-in-fact and representative for the Contributors for the purposes
of consummating the transactions contemplated under this Agreement (the
"Contributor Representative"). The Contributor Representative shall have the
power and authority, on behalf of the Contributors, to act in the all of the
Contributors' name, place and stead with respect to all transactions
contemplated by and all terms and provisions of this Agreement, and to do or
refrain from doing all such further acts and things, and execute all such
documents as the Contributor Representative shall, in its reasonable discretion,
deem necessary or appropriate in connection with the transactions contemplated
by this Agreement, including, without limitation, the power to execute and
deliver all ancillary agreements, certificates and documents and to receive all
Notices and service of process on behalf of the Contributors in connection with
any claims or matters under this Agreement, including, without limitation, the
Closing Statement required by Section 5.4.7, the Updated Lease Schedule/Rent
Roll and Contributor Closing Certificate required by Section 5.4.16, and the
other documents contemplated by Section 5.4.20 (excluding the documents required
to by delivered by the Contributors under Sections 5.4.4 and 5.4.8).










        [END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES]

                                       67
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first indicated above.

PROPERTY OWNER:   BMJ DEVELOPMENT, LIMITED PARTNERSHIP
                  a Delaware limited partnership

                  By:      CWB Associates, Inc., general partner

                           By:              /s/ Paul Copaken____________________
                           Name:                 Paul Copaken___________________
                           Title:                       President_______________

                  By: FFC, Inc., general partner

                           By:              /s/ Jack Fingersh___________________
                           Name:                 Jack Fingersh__________________
                           Title:                     President_________________

                  By:      Blitt Management, Inc., general partner

                           By:                  /s/ Irvin Blitt_________________
                           Name:                      Irvin Blitt_______________
                           Title:                        President______________
  CONTRIBUTORS:   CONTRIBUTOR SIGNATURE PAGES ARE CONTAINED ON SCHEDULE I
                  ATTACHED HERETO


        CBL/OP: CBL & ASSOCIATES LIMITED PARTNERSHIP
                a Delaware limited partnership

                  By:      CBL Holdings I, Inc., its general partner

                           By:              /s/ Stephen D. Lebovitz_____________
                                ------------------------------------------------
                           Name:              Stephen D. Lebovitz_______________
                                 -----------------------------------------------
                           Title:                        President______________
                                  ----------------------------------------------


                               [SIGNATURE PAGE TO
          AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS]


                                       68
<PAGE>


                 PROPERTY OWNER'S PROPERTY MANAGER'S EXECUTION:

      The undersigned, being Property Owner's Property Manager of the Property,
as such terms are defined in this Agreement, executes this Agreement for the
sole and exclusive purposes of (i) noting the undersigned's agreement to comply
with any provision or term of this Agreement (A) requiring Property Owner's
Property Manager to assign or transfer rights or interests to CBL/OP and execute
certain documents and instruments at Closing and/or (B) requiring Property
Owner's Property Manager to do any other act or thing under this Agreement or
refrain from any act, with the undersigned acknowledging that it and/or its
affiliate(s) and/or equity owners shall receive other consideration sufficient
to provide adequate consideration to the undersigned for any transfers or
assignments or such acts or agreements by Property Owner's Property Manager
hereunder; (ii) noting Property Owner's Property Manager's acknowledgement that
except for amounts payable by CBL/OP or the Company pursuant to Section 6.8, it
has received or shall receive at Closing full and complete payment from Property
Owner for any and all sums that are due and owing to Property Owner's Property
Manager with respect to any aspect of the Property or its operations; (iii)
noting the undersigned's waiver of any lien or right to any lien with respect to
the Property for any services rendered or to be rendered by Property Owner's
Property Manager or for any claim that Property Owner's Property Manager may
have against the Property or Property Owner; and (iv) noting the undersigned's
acknowledgement and agreement that the Management Agreement, as defined herein,
shall terminate on or prior to the date of Closing. Executed to be effective as
of the date first above written.

COPAKEN, WHITE & BLITT, LLC.

By:    /s/ Troy Marquis
_______________________________________
Name: Troy Marquis
Title: Administrative Manager

                                       69
<PAGE>



                            JOINDER BY ESCROW HOLDER

         FIDELITY NATIONAL TITLE COMPANY, referred to in this Agreement as the
 "Escrow Holder," hereby acknowledges that on the 17th day of October, 2005, it
 received this Agreement executed and delivered by CBL/OP, Property Owner and
 the Contributors, and accepts
the obligations of and instructions for the Escrow Holder as set forth herein.
Upon receipt thereof, the Escrow Holder hereby agrees to hold and distribute the
Letter of Credit or Deposit, as applicable, in accordance with the terms and
provisions of this Agreement.

Dated:  October  17 , 2005
                ----

                        FIDELITY NATIONAL TITLE COMPANY


                        By:                   /s/ Shawn A. Tidwell____________
                               -----------------------------------------------
                              Name:           Shawn A. Tidwell________________
                                    ------------------------------------------
                              Title:                Vice President____________
                                       ---------------------------------------




                                       70
<PAGE>

                                   SCHEDULE I

                             CONTRIBUTOR INFORMATION

                                 TO BE ATTACHED


                                       71
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS                                                                PAGE


<S>                   <C>                                                                                       <C>
ARTICLE I             CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS.............................................2

ARTICLE II            CONTRIBUTION...............................................................................7

         2.1      Agreement to Contribute the LLC Interests......................................................7

         2.2      Excluded Property..............................................................................8

         2.3      Other Mall Contribution Agreements.............................................................8

                  2.3.1    Definitions of other Malls and Purchase Agreements....................................8

                  2.3.2    Other Mall Contracts; Cross Default; Cross Termination................................8

ARTICLE III           TOTAL CONSIDERATION........................................................................9

         3.1      Total Consideration............................................................................9

         3.2      K-SCUs.........................................................................................9

         3.3      Informational Materials.......................................................................10

         3.4      Registration Rights...........................................................................11

         3.5      Delivery of Deposit...........................................................................11

         3.6      Disposition of Deposit........................................................................11

         3.7      Cash Consideration Payment....................................................................11

ARTICLE IV            INSPECTION AND TITLE REVIEW...............................................................12

         4.1      CBL/OP's Inspections..........................................................................12

                  4.1.1    Inspections, Tests and Studies.......................................................12

                  4.1.2    CBL/OP's Delivery of Information to Property Owner...................................12

                  4.1.3    Tenant and Governmental Authority Inquiries..........................................12

         4.2      Document Review...............................................................................13

                  4.2.1    Property Records.....................................................................13

                  4.2.2    Excluded Documents...................................................................13

                  4.2.3    Proprietary Information..............................................................14

                  4.2.4    Return of Property Records...........................................................14

                  4.2.5    No Representation or Warranty By Property Owner......................................14

                  4.2.6    Remedies.............................................................................14

         4.3      Title.........................................................................................14

                  4.3.1    Title Documents......................................................................14
</TABLE>

                                      -i-

                                       72
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS                                                                PAGE


<S>               <C>                                                                                           <C>
                  4.3.2    Review of Title......................................................................15

                  4.3.3    Additional Title Objections..........................................................16

                  4.3.4    Voluntary Title Encumbrances.........................................................17

                  4.3.5    Use of Total Consideration to Discharge Liens........................................17

                  4.3.6    Title Policy.........................................................................17

                  4.3.7    Permitted Exceptions.................................................................18

         4.4      Inspection Obligations........................................................................19

                  4.4.1    CBL/OP's Responsibilities............................................................19

                  4.4.2    CBL/OP's Indemnity...................................................................20

                  4.4.3    CBL/OP's Insurance...................................................................20

         4.5      Intentionally omitted.........................................................................20

         4.6      CBL/OP Deliveries Upon Termination............................................................20

         4.7      Cancellation of Service Contracts.............................................................20

ARTICLE V             ESCROW AND CLOSING........................................................................21

         5.1      Escrow........................................................................................21

                  5.1.1    Opening of Escrow....................................................................21

                  5.1.2    Escrow Instructions..................................................................22

                  5.1.3    Closing..............................................................................22

                  5.1.4    Closing Date.........................................................................22

         5.2      Conditions Precedent to the Closing for the Benefit of CBL/OP.................................22

                  5.2.1    Intentionally omitted................................................................22

                  5.2.2    Intentionally omitted................................................................22

                  5.2.3    Property Owner's and Contributors' Deliveries........................................22

                  5.2.4    Representations and Warranties.......................................................22

                  5.2.5    Covenants............................................................................23

                  5.2.6    Tenant and Anchor Store Estoppel Certificates........................................23

                  5.2.7    Condemnation or Casualty.............................................................24

                  5.2.8    Title Policy.........................................................................24
</TABLE>

                                      -ii-

                                       73
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS                                                                PAGE


<S>               <C>                                                                                           <C>
                  5.2.9    Lender Approval......................................................................24

                  5.2.10   Company LLC Agreement................................................................24

                  5.2.11   Closing Date Debt....................................................................24

                  5.2.12   Simultaneous Closings Under Other Mall Contracts.....................................24

         5.3      Conditions Precedent to the Closing for the Benefit of Contributors...........................25

                  5.3.1    CBL/OP's Deliveries..................................................................25

                  5.3.2    Intentionally omitted................................................................25

                  5.3.3    Covenants............................................................................25

                  5.3.4    Title Policy.........................................................................25

                  5.3.5    Representations and Warranties.......................................................25

                  5.3.6    Company LLC Agreement................................................................26

                  5.3.7    Closing Date Debt....................................................................26

                  5.3.8    Simultaneous Closings Under Other Mall Contracts.....................................26

         5.4      Property Owner's/Contributors' Deliveries.....................................................26

                  5.4.1    Special Warranty Deed................................................................26

                  5.4.2    Tenant Lease Assignment..............................................................26

                  5.4.3    Bill of Sale and General Assignment..................................................27

                  5.4.4    Non-Foreign Certificate..............................................................27

                  5.4.5    Tenant Notices.......................................................................27

                  5.4.6    Estoppels............................................................................27

                  5.4.7    Closing Statement....................................................................27

                  5.4.8    Authority............................................................................27

                  5.4.9    Property Manager's Estoppel..........................................................27

                  5.4.10   Intentionally Omitted................................................................27

                  5.4.11   Operating Agreement Assignment.......................................................27

                  5.4.12   Ground Lease Assignment..............................................................28

                  5.4.13   Original Documents...................................................................28

                  5.4.14   Possession...........................................................................28
</TABLE>

                                     -iii-

                                       74
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS                                                                PAGE


<S>               <C>                                                                                           <C>
                  5.4.15   Contract Termination.................................................................28

                  5.4.16   Updated Lease Schedule/Rent Roll; Contributors Closing Certificate...................28

                  5.4.17   Assignment of LLC Interests..........................................................28

                  5.4.18   Partnership Interest Acknowledgement.................................................28

                  5.4.19   Owner's Affidavit....................................................................28

                  5.4.20   Other Documents......................................................................28

         5.5      Existing Property Owner Debt..................................................................29

         5.6      CBL/OP's Deliveries...........................................................................29

                  5.6.1    Funds................................................................................29

                  5.6.2    Partnership Interests................................................................29

                  5.6.3    CBL/OP Partnership Agreement.........................................................29

                  5.6.4    Closing Statement....................................................................29

                  5.6.5    CBL/OP Closing Certificate...........................................................29

                  5.6.6    Authority............................................................................29

                  5.6.7    Other Documents......................................................................29
         5.7      Closing Date Debt.............................................................................29

         5.8      Closing Costs.................................................................................30

                  5.8.1    Contributors' Closing Costs..........................................................30

                  5.8.2    CBL/OP's Closing Costs...............................................................30

                  5.8.3    General Allocation...................................................................30

         5.9      Real Estate Commissions.......................................................................30

         5.10     Real Estate Reporting Person..................................................................31

         5.11     Post-Closing Access to Records................................................................31

         5.12     SEC Reporting Requirements....................................................................31

ARTICLE VI            PRORATIONS................................................................................32

         6.1      General.......................................................................................32

         6.2      Real Estate Taxes.............................................................................32
</TABLE>

                                      -iv-

                                       75
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS                                                                PAGE


<S>      <C>                                                                                                    <C>
         6.3      Operating Expenses............................................................................33

         6.4      Rentals.......................................................................................33

                  6.4.1    Certain Defined Terms................................................................33

                  6.4.2    General..............................................................................34

                  6.4.3    Overage Rents........................................................................34

                  6.4.4    Percentage Rentals...................................................................35

         6.5      Delinquent Rentals............................................................................36

         6.6      Security Deposits.............................................................................36

         6.7      Anchor Store Payments.........................................................................37

         6.8      Tenant Installation Expenses..................................................................38

         6.9      Adjustment Procedure..........................................................................39

         6.10     Gift Certificates.............................................................................40

         6.11      Operating Reserve............................................................................40

ARTICLE VII           REPRESENTATIONS AND WARRANTIES............................................................40

         7.1      Representations and Warranties of Property Owner and Contributors.............................40

                  7.1.1    Power and Authority of Property Owner................................................40

                  7.1.2    Power and Authority of Contributors..................................................41

                  7.1.3    Ownership of the Equity Interests....................................................41

                  7.1.4    [Intentionally Omitted]..............................................................41

                  7.1.5    Deliveries at Closing................................................................41

                  7.1.6    Requisite Action.....................................................................42

                  7.1.7    Individuals Authority................................................................42

                  7.1.8    Tenant Leases........................................................................42

                  7.1.9    Contracts............................................................................42

                  7.1.10   Pending Actions......................................................................43

                  7.1.11   Governmental/Insurance Notices.......................................................43

                  7.1.12   Condemnation/Rezoning................................................................43

                  7.1.13   Environmental Law Violations.........................................................43
</TABLE>

                                      -v-

                                       76
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS                                                                PAGE


<S>               <C>                                                                                           <C>
                  7.1.14   Lease Brokerage......................................................................43

                  7.1.15   No Violations........................................................................43

                  7.1.16   Operating Agreement..................................................................44

                  7.1.17   Taxes................................................................................44

                  7.1.18   Financial/Operating Statements.......................................................44

                  7.1.19   Delivery of Environmental Reports and Property Condition Reports.....................44

                  7.1.20   Adjacent Property....................................................................45

                  7.1.21   Employees............................................................................45

                  7.1.22   The Company..........................................................................45

         7.2      Definition of Property Owner's Knowledge......................................................45

         7.3      Survival Period...............................................................................46

         7.4      Third Party Information.......................................................................46

         7.5      CBL/OP's Knowledge............................................................................47

         7.6      Representations and Warranties of CBL/OP......................................................47

                  7.6.1    Legal Power..........................................................................47

                  7.6.2    Duly Authorized......................................................................47

                  7.6.3    Requisite Action.....................................................................47

                  7.6.4    Individuals Authority................................................................47

ARTICLE VIII          OPERATING COVENANTS.......................................................................48

         8.1      Insurance.....................................................................................48

         8.2      Operation of Property.........................................................................48

         8.3      Capital Improvements..........................................................................48

         8.4      Leasing.......................................................................................48

         8.5      New Contracts.................................................................................49

         8.6      Liens.........................................................................................49

         8.7      Tenant Lease Defaults; Operating Agreement Defaults...........................................49

         8.8      Transfers.....................................................................................49
</TABLE>

                                      -vi-

                                       77
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS                                                                PAGE


<S>      <C>                                                                                                    <C>
         8.9      Litigation....................................................................................50

         8.10     Schedule and Exhibit Updates..................................................................50

         8.11     Company Assets and Liabilities................................................................50

         8.12     Employees of the Property Owner...............................................................50

ARTICLE IX            "AS-IS" SALE..............................................................................50

         9.1      Disclaimer of Representations and Warranties by Property Owner and Contributors...............50

         9.2      Sale "As Is"..................................................................................51

         9.3      CBL/OP Acknowledgments........................................................................52

         9.4      CBL/OP Represented by Counsel.................................................................52

         9.5      CBL/OP's Release of Property Owner and Contributors...........................................52

                  9.5.1    Property Owner and Contributors Released From Liability..............................52

                  9.5.2    Claims Under Environmental Laws......................................................53

                  9.5.3    Survival.............................................................................54

ARTICLE X             REMEDIES..................................................................................54

         10.1     Liquidated Damages; Property Owner's/Contributors' Remedies...................................54

         10.2     CBL/OP's Remedies.............................................................................54

         10.3     Attorneys' Fees...............................................................................55

         10.4     Mutual Post-Closing Indemnities...............................................................55

                  10.4.1   Definition of Losses.................................................................55

                  10.4.2   Contributors' Indemnity..............................................................55

                  10.4.3   Sources for Satisfaction of Contributors' Indemnity..................................56

                  10.4.4   CBL/OP's Indemnity...................................................................56

         10.5     Minimum Amount Requirement for Damages........................................................57

         10.6     Limitation of Contributors' Liability.........................................................57

         10.7     Limitation of CBL/OP's Liability..............................................................57

         10.8     Limited Liability.............................................................................58

ARTICLE XI            CONDEMNATION/CASUALTY DAMAGE..............................................................58

         11.1     Condemnation..................................................................................58
</TABLE>

                                     -vii-

                                       78
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS                                                                PAGE


<S>      <C>                                                                                                    <C>
         11.2     Nonmaterial Condemnation......................................................................58

         11.3     Casualty Damage...............................................................................59

ARTICLE XII           CBL/OP'S AND ELECTING CONTRIBUTORS' POST-CLOSING COVENANTS................................60

         12.1     CBL/OP's Post-Closing Covenants...............................................................60

                  12.1.1   Electing Contributors Allocation of Portion of CBL/OP's Debt; Allocations of Code Section 704(c)
                           Tax Items; Certain Income Allocations................................................60
                  12.1.2   Resale Restriction Agreement.........................................................62

                  12.1.3   Contributors' Tax Positions..........................................................63

         12.2     Contributors' Post-Closing Covenants..........................................................63

ARTICLE XIII          MISCELLANEOUS.............................................................................63

         13.1     Entire Agreement..............................................................................63

         13.2     CBL/REIT Board Approval; Agreement Binding on Parties.........................................63

         13.3     Notice........................................................................................63

         13.4     Time of the Essence...........................................................................64

         13.5     Governing Law.................................................................................64

         13.6     Currency......................................................................................64

         13.7     Section Headings..............................................................................64

         13.8     Business Days.................................................................................64

         13.9     No Recordation................................................................................64

         13.10    Multiple Counterparts; Facsimile..............................................................64

         13.11    Severability..................................................................................65

         13.12    Limitations on Benefits.......................................................................65

         13.13    Interpretation................................................................................65

         13.14    Further Actions...............................................................................65

         13.15    No Other Inducements..........................................................................66

         13.16    Participation in Drafting.....................................................................66

         13.17    Exhibits......................................................................................66
</TABLE>

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                                       79
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS                                                                PAGE


<S>      <C>                                                                                                    <C>
         13.18    No Partnership/Fiduciary Relationship.........................................................66

         13.19    Conditional Delivery..........................................................................66

         13.20    Survival......................................................................................66

         13.21    Public Disclosure.............................................................................66

         13.22    Appointment of Contributor Representative.....................................................66
</TABLE>


EXHIBITS AND SCHEDULES

         Schedule I     -     Contributor Information
         Schedule II    -     Existing Property Owner Debt
         Schedule 3.3   -     Informational Materials
         Schedule 7.1   -     Disclosure Schedule

         Exhibit A      -     Legal Description of Land
         Exhibit B      -     Tenant Estoppel Certificate
         Exhibit C      -     Special Warranty Deed
         Exhibit D      -     Assignment and Assumption of Leases
         Exhibit E      -     Bill of Sale and General Assignment
         Exhibit F      -     Federal Transferor's Certificate of Non-Foreign
                                 Status
         Exhibit G      -     Tenant Notification Letter
         Exhibit H      -     Intentionally Omitted
         Exhibit I      -     Lease Schedule/Rent Roll
         Exhibit J      -     List of Service Agreements to be Assumed
         Exhibit K      -     Assignment and Assumption of Operating Agreement
         Exhibit L      -     Description of Partnership Interests (K-SCUs)
         Exhibit M      -     Assignment of LLC Interests
         Exhibit N      -     Acknowledgement Regarding Issuance of Partnership
                                Interest and Assumption of Partnership
                                Agreement
         Exhibit O      -     Registration Rights Agreement
         Exhibit P      -     Evidence of Authority
         Exhibit Q      -     Letter of Credit
         Exhibit R      -     Intentionally Omitted
         Exhibit S      -     Owner's Affidavit
         Exhibit T      -     Non-Imputation Affidavit
         Exhibit U      -     Assignment and Assumption of Ground Lease
         Exhibit V      -     Term of Guarantees
         Exhibit W      -     Pending Transactions
         Exhibit X      -     Election Notice
         Exhibit Y      -     Investor Questionnaire
         Exhibit Z      -     List of Service Contracts

                                      -xi-

                                       80
<PAGE>

         Exhibit AA                  Indemnity Escrow Agreement
<TABLE>
<CAPTION>
<S>                                                                                                            <C>
Defined Term                                                                                                   Page
"Assignment.......................................................................................................1
"Real Property....................................................................................................1
Accountants......................................................................................................31
Additional Title Objection.......................................................................................16
Additional Title Objections......................................................................................16
Agreement......................................................................................................1, 2
ALTA Survey......................................................................................................15
Anchor Store Payments............................................................................................37
Applicable Anchor Store Payment Year.............................................................................37
Applicable Overage Rent Year.....................................................................................34
Appurtenances.....................................................................................................2
Assignee....................................................................................................1, 2, 1
Assignment........................................................................................................1
Assignment and Assumption of Tenant Leases.......................................................................27
Assignor....................................................................................................1, 2, 1
Base Rents.......................................................................................................33
Books and Records..............................................................................................4, 2
Business Days....................................................................................................66
Cash Consideration................................................................................................6
CBL/OP............................................................................................................1
CBL/OP Closing Certificate.......................................................................................26
CBL/OP Closing Conditions........................................................................................22
CBL/OP Parties...................................................................................................46
CBL/OP Partnership Agreement......................................................................................6
CBL/OP Partnership Agreement Amendment............................................................................6
CBL/OP's Additional Title Objection Notice.......................................................................16
CBL/OP's Address..................................................................................................4
CBL/OP's Information.............................................................................................12
CBL/OP's Surviving Obligations...................................................................................16
CBL/OP's Title Objection Notice..................................................................................15
CBL/REIT.........................................................................................................10
Claims...........................................................................................................20
Closing..........................................................................................................22
Closing Date......................................................................................................4
Closing Date Debt"................................................................................................6
Closing Statement................................................................................................39
Code..............................................................................................................6
Commission.......................................................................................................31
Company........................................................................................................1, 2
Company LLC Agreement.............................................................................................6
</TABLE>

                                      -x-

                                       81
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                            <C>
Defined Term                                                                                                   Page
Contribution Agreement............................................................................................2
Contributor.......................................................................................................2
Contributor Condition Precedent..................................................................................25
Contributor Representative.......................................................................................67
Contributors......................................................................................................1
Delinquent Rentals...............................................................................................36
Disclosure Schedule..............................................................................................41
Effective.........................................................................................................1
Effective Date....................................................................................................1
Electing Contributor..............................................................................................9
Election Amount..................................................................................................10
Election Notice...................................................................................................9
Environmental Laws...............................................................................................53
Escrow...........................................................................................................21
Escrow Agent......................................................................................................6
Excluded Documents............................................................................................13, 3
Excluded Property.................................................................................................2
Existing Environmental Reports...................................................................................44
Existing Property Owner Debt.....................................................................................29
Final Approval Date...............................................................................................4
FIRPTA Certificate...............................................................................................27
Grantee...........................................................................................................1
Grantor...........................................................................................................1
Ground Lease......................................................................................................2
Ground Lease Assignment..........................................................................................28
Hazardous Substances.............................................................................................53
Improvements......................................................................................................2
Informational Materials..........................................................................................10
Intangible Property............................................................................................2, 1
K-SCU Amount......................................................................................................6
K-SCUs.........................................................................................................6, 2
Land...........................................................................................................2, 1
Laws.............................................................................................................44
Lease Schedule/Rent Roll..........................................................................................3
Leasehold Interest................................................................................................1
LLC Interests.....................................................................................................1
Make Whole Amount................................................................................................62
Material Portion.................................................................................................58
Notice...........................................................................................................64
NYSE.............................................................................................................10
Official Records..................................................................................................5
OP Agreement......................................................................................................2
Operating Agreement............................................................................................3, 2

</TABLE>

                                       82
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                            <C>
Defined Term                                                                                                   Page
Operating Expenses...............................................................................................33
Operating Reserve.................................................................................................7
Other Mall Contributors...........................................................................................6
Other Mall Electing Contributors..................................................................................7
Other Mall Total Consideration"...................................................................................7
Overage Rents....................................................................................................33
Partnership.......................................................................................................2
Partnership Interests.............................................................................................6
Percentage Rentals...............................................................................................34
Permitted Exceptions.............................................................................................18
Permitted Outside Parties........................................................................................14
Personal Property..............................................................................................3, 2
Prior Reports....................................................................................................44
Property.......................................................................................................2, 1
Property Management Agreement....................................................................................21
Property Owner....................................................................................................1
Property Owner's Address..........................................................................................5
Property Owner's Broker..........................................................................................30
Property Owner's Notice Period...................................................................................15
Property Owner's Property Manager.................................................................................5
Property Owner's Title Notice....................................................................................15
Property Records.................................................................................................13
Proprietary Information..........................................................................................14
Proration and Expense Schedule...................................................................................39
Real Estate Taxes................................................................................................32
Real Property..................................................................................................3, 1
Registration Rights Agreement....................................................................................11
Released Parties.................................................................................................52
Rentals..........................................................................................................34
Service Contracts..............................................................................................2, 1
Shopping Center...................................................................................................5
Shopping Mall..................................................................................................3, 2
Special Exceptions................................................................................................1
Special Warranty Deed............................................................................................26
Survey Exceptions................................................................................................15
Tenant Leases..................................................................................................3, 1
Tenant Prospect Commission Obligations...........................................................................21
Tenant Security Deposits.......................................................................................3, 1
Tenant/Anchor Notices............................................................................................27
Tenants...........................................................................................................3
Title Commitment.................................................................................................15
Title Company.....................................................................................................4
Title Documents..................................................................................................15
</TABLE>


                                       83
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                            <C>
Defined Term                                                                                                   Page
Title Objection..................................................................................................15
Title Objection Deadline..........................................................................................4
Title Objections.................................................................................................15
Title Policy.....................................................................................................17
to the knowledge of Property Owner...............................................................................45
Total Consideration............................................................................................4, 7
Transferee........................................................................................................1
Transferor........................................................................................................1
Unknown Environmental Liabilities................................................................................53
Updated Survey...................................................................................................15
Voluntary Title Encumbrances.....................................................................................17
</TABLE>

                                     -xiii-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exhibit10234.txt
<DESCRIPTION>EXHIBIT 10.23.4
<TEXT>
                                                                 Exhibit 10.23.4



                               FIRST AMENDMENT TO
              CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS


         This First Amendment to Contribution Agreement and Joint Escrow
Instructions (the "First Amendment") is made and entered into as of the 8th day
of November, 2005, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware
limited partnership ("CBL/OP"); B-M-J DEVELOPMENT, LIMITED PARTNERSHIP, a
Delaware limited partnership ("Property Owner") and the general and limited
partners of Property Owner listed on Schedule 1 attached hereto.

                                    RECITALS

A. CBL/OP, the Property Owner and the Contributors entered into that certain
Contribution Agreement and Joint Escrow Instructions dated as of October 19,
2005 (the "Contribution Agreement"), pursuant to which the Property Owner and
Contributors agreed to contribute to CBL/OP (by transfer of LLC Interests in the
Company (as such terms are defined in the Contribution Agreement)) that certain
retail shopping center known as the Eastland Mall, and related land,
improvements and property located in Bloomington, McLean County, Illinois, which
is more particularly described in the Contribution Agreement.

B. CBL/OP, the Property Owner and the Contributors desire to amend the
Contribution Agreement on the terms and conditions set forth herein.

                  NOW THEREFORE, in consideration of the promises, terms and
conditions contained herein and such other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, CBL/OP, the Property
Owner and the Contributor Representative hereby agree as follows:

A. Defined Terms and Recitals. Except as otherwise defined herein, all
capitalized terms used herein but not otherwise defined herein shall have the
meanings set forth in the Contribution Agreement. CBL/OP, the Property Owner and
the Contributor Representative hereby agree that the recitals set forth
hereinabove are true and correct and incorporated into this First Amendment.

B. Modifications to Contribution Agreement. The parties agree that from and
after the date of this First Amendment, the Contribution Agreement shall be
modified as follows:

1. All references to the term "LLC Interests" in the Contribution Agreement
shall hereinafter mean collectively, (i) 99.5% of the membership interests in
Eastland Holding I, LLC, an Illinois limited liability company ("Eastland
Holding I"), and (ii) all of the membership interests in Eastland Member, LLC,
an Illinois limited liability company ("Eastland Member"), other than those
membership interests in Eastland Member held by Eastland Holding I.

2. With respect to the representations and warranties set forth Section 7.1.3 of
the Contribution Agreement, the percentages reflected in Schedule 1 to the
Contribution Agreement are hereby modified to reflect to the percentages for
each Contributor reflected in Schedule 1 to this First Amendment (in Schedule 1
"EL" refers to "Eastland").

3. Section 2.1 of the Contribution Agreement is hereby deleted in its entirety
and substituted with the following:

                                       1
<PAGE>

"2.1 Agreement to Contribute the LLC Interests. In furtherance of the
contribution of the LLC Interests to CBL/OP, the parties hereby agree to take
the following steps in the order as they appear within the set forth time
periods:

(a) At least two (2) and not more than four (4) Business Days prior to the
expected funding of the Closing Date Debt, the Contributors shall:

(i) cause Property Owner to form, or cause the formation of, the Company, which
shall be named "Eastland Mall, LLC, a Delaware limited liability company" and
whose 100% membership interests shall be owned by the Property Owner;

(ii) cause Property Owner to contribute the Property to the Company free and
clear of any liens or encumbrances except for indebtedness that will be
refinanced with the Closing Date Debt (STEP 1 OF EASTLAND TRANSACTION STRUCTURE
attached hereto as Exhibit BB ("Eastland Transaction Structure"));

(iii) cause Property Owner to form, or cause the formation of, a new Illinois
limited liability company, which shall be named "Eastland Member, LLC" and whose
100% membership interests shall be owned by the Property Owner ("Eastland
Member");

(iv) cause Property Owner to transfer and contribute 100% of the membership
interests in the Company to Eastland Member free and clear of any liens or
encumbrances (STEP 2 OF EASTLAND TRANSACTION STRUCTURE);

(v) cause the Property Owner to be liquidated (but not dissolved) and to
distribute 100% of the membership interests in Eastland Member to the
Contributors free and clear of any liens or encumbrances (STEP 3 OF EASTLAND
TRANSACTION STRUCTURE);

(vi) cause the Electing Contributors to form, or cause the formation of, a new
Illinois limited liability company, which shall be named "Eastland Holding I,
LLC" and whose 100% membership interests shall be owned by the Electing
Contributors ("Eastland Holding I"); and

(vii) cause the Electing Contributors to transfer and contribute all of their
membership interests in Eastland Member to Eastland Holding I free and clean of
any liens or encumbrances (STEP 4 OF EASTLAND TRANSACTION STRUCTURE);

THE RESULTING OWNERSHIP STRUCTURE OF THE COMPANY SHALL BE AS DEPICTED ON PAGE 2
OF THE EASTLAND TRANSACTION STRUCTURE CAPTIONED "STRUCTURE IMMEDIATELY PRIOR TO
LOAN".

(b) On the date that the Closing Date Debt is to be funded to the Company which
shall be at least one (1) Business Day prior to the Closing Date, the
Contributors shall:

(viii) cause the Company to refinance its existing mortgage indebtedness with
the Closing Date Debt and (w) cause the Company to distribute the net
refinancing proceeds from the Closing Date Debt to Eastland Member, (x) cause
the Eastland Member to distribute the net financing proceeds from the Closing
Date Debt prorata to the Contributors (other than the Electing Contributors) and
Eastland Holding I, and (y) cause Eastland Holding I to distribute the net
refinancing proceeds from the Closing Date Debt to the Electing Contributors
(STEP 5 OF EASTLAND TRANSACTION STRUCTURE).

                                       2
<PAGE>

(c) On the Closing Date, upon and subject to the terms and conditions of this
Agreement:

(ix) The Electing Contributors agree to cause Eastland Holding I to issue to CBL
& Associates Management, Inc., a Delaware corporation ("CBL Management") and CBL
Management will acquire a one-half percent (0.5%) membership interest in
Eastland Holding I in exchange for cash in an amount such that following the
contribution CBL Management will hold an interest with a value equal to 0.5% of
the total value of Eastland Holding I, based on the K-SCU Amount to be received
by the Electing Contributors (STEP 6 OF EASTLAND TRANSACTION STRUCTURE);

(x) The Electing Contributors agree to transfer and contribute all of their
membership interests (99.5%) in Eastland Holding I to CBL/OP, free and clean of
any liens or encumbrances, and CBL/OP agrees to acquire such membership
interests (99.5%) in Eastland Holding I in exchange for K-SCUs (STEP 7 OF
EASTLAND TRANSACTION STRUCTURE);

(xi) CBL/OP shall cause the formation of, a new Illinois limited liability
company, which shall be named "Eastland Holding II, LLC" and whose 99.5%
membership interests shall be owned by CBL/OP and whose 0.5% membership
interests shall be owned by CBL Management ("Eastland Holding II");

(xii) The Contributors (other than the Electing Contributors) agree to transfer
and contribute all of their membership interests in Eastland Member to Eastland
Holding II, free and clean of any liens or encumbrances, and CBL/OP agrees to
cause Eastland Holding II to acquire such membership interests in Eastland
Member in exchange for the Cash Consideration (STEP 7 OF EASTLAND TRANSACTION
STRUCTURE).

THE RESULTING OWNERSHIP STRUCTURE OF THE COMPANY SHALL BE AS DEPICTED ON PAGE 4
OF THE EASTLAND TRANSACTION STRUCTURE CAPTIONED "POST CLOSING RESULTING
STRUCTURE.

Notwithstanding anything to the contrary contained in this Agreement, the
covenants, representations and warranties set forth in this Section 2.1 shall
survive the Closing until the Extended Expiration Date and the breaches of such
covenants, representations and warranties shall not be subject to the
limitations on liability set forth in Sections 10.5 and 10.6 of the Agreement."

4. Section 7.1.22 of the Contribution Agreement is hereby deleted in its
entirety and substituted with the following:

7.1.22   The Company and Affiliated Entities.

(i) The Company is a limited liability company duly organized and validly
existing under the laws of the State of Delaware and is duly qualified or
registered to transact business in the State of Illinois, and has the power and
authority to carry on its business as now being conducted. Eastland Member and
Eastland Holding I are each a limited liability company duly organized and
validly existing under the laws of the State of Illinois, and each has the power
and authority to carry on its business as now being conducted;

(ii) The Company has never conducted and does not currently conduct any business
other than ownership and operation of the Property, and has never owned, and do
not currently own, any assets other than the Property and cash and investment
securities; Eastland Member has never conducted and does not currently conduct


                                       3
<PAGE>

any business other than ownership of the membership interests in the Company,
and has never owned, and do not currently own, any assets other than the
membership interests in the Company. Eastland Holding I has never conducted and
does not currently conduct any business other than ownership of certain
percentage of the membership interests in Eastland Member, and has never owned,
and do not currently own, any assets other than a certain percentage of the
membership interests in Eastland Member;

(iii) As of the Closing Date, the Company will not have historical liabilities
other than the Closing Date Debt, obligations for Operating Expenses and Real
Estate Taxes which are being prorated pursuant to Article VI above; and as of
the Closing Date, the Company will not be a party to any agreements other than
the Permitted Exceptions, Tenant Leases, the Operating Agreement, the Service
Contracts and the documents related to the Closing Date Debt. As of the Closing
Date, Eastland Member will not have historical liabilities; and as of the
Closing Date, Eastland Member will not be a party to any agreements other than
the operating agreement for the Company. As of the Closing Date, Eastland
Holding I will not have historical liabilities; and as of the Closing Date,
Eastland Holding I will not be a party to any agreements other than the
operating agreement for Eastland Member;

(iv) Property Owner has delivered to CBL/OP true, correct and complete copies of
each of the New LLCs' certificate of formation and limited liability company
agreements, including all amendments to each of them;

(v) Eastland Member is not in breach of, or default under, the limited liability
company agreement of the Company and no event has occurred that, with the giving
of notice or the passage of time, or both, would constitute a default thereunder
on the part of Eastland Member. Eastland Holding I and the Contributors (other
than the Electing Contributors) are not in breach of, or default under, the
limited liability company agreement of Eastland Member and no event has occurred
that, with the giving of notice or the passage of time, or both, would
constitute a default thereunder on the part of Eastland Holding I or any of the
Contributors (which are not the Electing Contributors). None of the Electing
Contributors are in breach of, or default under, the limited liability company
agreement of Eastland Holding I, and no event has occurred that, with the giving
of notice or the passage of time, or both, would constitute a default thereunder
on the part of any of the Electing Contributor; and

(vi) Neither Property Owner, any Contributor nor any affiliate of any of them
has made a loan to any of the Company, Eastland Member or Eastland Holding I
(the "New LLCs"), and (x) no Electing Contributors have any outstanding capital
commitments to Eastland Holding I, (x) neither Eastland Holding I nor the
Contributors (which are not the Electing Contributors) have any outstanding
capital commitments to Eastland Member, and (z) Eastland Member has no
outstanding capital commitments to the Company.

(vii) The membership interests held by Eastland Member in the Company represent
all of the issued and outstanding equity interests in the Company; and the
Company has no obligation to issue, and no party has any right to acquire,
another equity interests in the Company. The membership interests held by
Eastland Holding I and the Contributors (other than the Electing Contributors)
in Eastland Member represent all of the issued and outstanding equity interests
in Eastland Member; and Eastland Member has no obligation to issue, and no party
has any right to acquire, another equity interests in Eastland Member. The
membership interests held by the Electing Contributors in Eastland Holding I
represent all of the issued and outstanding equity interests in Eastland Holding
I; and Eastland Holding I has no obligation to issue, and no party has any right
to acquire, any other equity interests in Eastland Holding I.

5. A new "Exhibit BB" (Eastland Transaction Structure) is hereby attached to the
Contribution Agreement following "Exhibit AA" in the form of Exhibit A attached
to this First Amendment.

                                       4
<PAGE>

C. No Further Modification. Except as set forth herein, the Contribution
Agreement remains unmodified and in full force and effect. In the event of any
inconsistency between the provisions of the Contribution Agreement and this
First Amendment, the terms of this First Amendment shall control.

D. Governing Law. This First Amendment shall be governed by, construed and
enforced in accordance with, the laws of the State of Kansas.

E. Counterparts. This First Amendment may be executed in two or more
counterparts, which when taken together shall constitute one and the same
instrument. The parties contemplate that they may be executing counterparts of
the First Amendment transmitted by facsimile and agree and intend that a
signature by facsimile machine shall bind the party so signing with the same
effect as though the signature were an original signature.





                            INTENTIONALLY LEFT BLANK

                                       5
<PAGE>




         IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed as of the day and year first written above.

PROPERTY OWNER:  B-M-J DEVELOPMENT, LIMITED PARTNERSHIP,
                 a Delaware limited partnership

                 By:         FFC, Inc.________________________, general partner

                          By:            /s/ Jack N. Fingersh__________________
                               ------------------------------------------------
                          Name:                   Jack N. Fingersh_____________
                                 ----------------------------------------------
                          Title:                          President____________
                                  ---------------------------------------------
  CONTRIBUTORS:                                 /s/ Jack Fingersh______________
                 --------------------------------------------------------------
                 JACK FINGERSH, in his capacity as the true and lawful agent,
                 attorney-in-fact and representative of, the Contributors listed
                 on Schedule 1 attached hereto
                     ----------


        CBL/OP:  CBL & ASSOCIATES LIMITED PARTNERSHIP
                 a Delaware limited partnership

                 By:      CBL Holdings I, Inc., its general partner

                          By:              /s/ Stephen D. Lebovitz_____________
                               ------------------------------------------------
                          Name:                Stephen D. Lebovitz_____________
                                 ----------------------------------------------
                          Title:                          President____________
                                  ---------------------------------------------

                                       6
<PAGE>
             Schedule 1 to First Amendment to Contribution Agreement

                              List of Contributors

                                       7
<PAGE>


             Exhibit A to First Amendment to Contribution Agreement

                                   Exhibit BB

                         EASTLAND TRANSACTION STRUCTURE

                            Pre-Closing Restructuring

                                      Day 1

Step 1
                     B-M-J Development, Limited Partnership,
                         a Delaware limited partnership

                                       |    / \  Eastland Mall
                           Property    |     |         LLC
                                       |     |      Interests
                                      \ /    |

                               Eastland Mall, LLC
                      a Delaware limited liability company



Step 2
                     B-M-J Development, Limited Partnership,
                         a Delaware limited partnership

                         Eastland Mall    |    / \    Eastland Member
                             LLC          |     |          LLC
                           Interests      |     |       Interests
                                         \ /    |

                              Eastland Member, LLC
                      an Illinois limited liability company



Step 3
                          Eastland Member LLC Interests

B-M-J Development,      -------------------------->   Partners ("Contributors")
Limited Partnership                         Distribution





                                       8
<PAGE>

Step 4

                        Contributors receiving K-SCUs(1)

                     Eastland Member   |    / \     Eastland Holding I
                          LLC          |     |            LLC
                       Interests       |     |         Interests
                                      \ /    |

                             Eastland Holding I, LLC
                      an Illinois limited liability company



Structure Immediately prior to Loan


                      ______________________________________
                     |         Eastland Mall, LLC           |
                     | a Delaware limited liability company |
                     |______________________________________|
                                        |
                                        |
                                        |
                     _______________________________________
                    |         Eastland Member, LLC          |
                    | an Illinois limited liability company |
                    |_______________________________________|
                               _                  _
                              _                    _
                             _                      _
                            _                        _
       _______________________________________   _____________________________
      | Eastland Holding I, LLC               | | Contributors receiving Cash |
      | an Illinois limited liability company | |_____________________________|
      |_______________________________________|
                    |
                    |
                    |
       __________________________
      |  Contributors receiving  |
      |         K-SCUs           |
      |__________________________|

Step 5   Loan is made to Eastland Mall, LLC and excess Loan proceeds are
distributed upstream to Contributors.








___________________________________________________________
(1) BFIP Associates, L.P., Tolesa, LLC, East Fing, L.L.C.

                                       9
<PAGE>

                                      Day 2

Step 6  (on the Contribution Closing Date)


                                   Cash at FMV


CBL & Associates Management, Inc.   ----------->  A Electing Contributor and
                                                  member of Eastland Holding I
                                    <----------

                              0.5% LLC Interest in
                               Eastland Holding I




Resulting Pre Closing Structure

                      ______________________________________
                     |         Eastland Mall, LLC           |
                     | a Delaware limited liability company |
                     |______________________________________|
                                        |
                                        |
                                        |
                     _______________________________________
                    |         Eastland Member, LLC          |
                    | an Illinois limited liability company |
                    |_______________________________________|
                               _                  _
                              _                    _
                             _                      _
                            _                        _
       _______________________________________   _____________________________
      | Eastland Holding I, LLC               | | Contributors receiving Cash |
      | an Illinois limited liability company | |_____________________________|
      |_______________________________________|
                        -          -
                       -            -
                      -              -
                     -                -
   _________________-__________      __-_________________________
  |   CBL & Associates         |    |   Contributors receiving   |
  |   Management, Inc.         |    |           K-SCUs           |
  |   a Delaware corporation   |    |                            |
  |         0.5%               |    |            99.5%           |
  |____________________________|    |____________________________|

                                       10
<PAGE>


                                   At Closing

Step 7


                        Eastland Holding I LLC interests

Electing Contributors receiving    -------------->       CBL & Associates
K-SCUs (excluding the Electing                         Limited Partnership
Contributor receiving cash for     <------------- a Delaware limited partnership
its 0.5% LLC Interests                K-SCUs
in Eastland Holding I



                      Eastland Member LLC interests (other
               than the LLC Interests held by Eastland Holding I)

Contributors receiving Cash    ------------------->     Eastland
                                                      Holding II, LLC
                               <------------------ ("Eastland Holding II")
                                       Cash        an Illinois limited
                                                     liability company



Post Closing Resulting Structure

                    ________________________________________
                   |           Eastland Mall, LLC           |
                   |  a Delaware limited liability company  |
                   |________________________________________|
                                       |
                                       |
                                       |
                    ________________________________________
                   |          Eastland Member, LLC          |
                   | an Illinois limited liability company  |
                   |________________________________________|
                               _                  _
                              _                    _
                             _                      _
                            _                        _
  ___________________________________       __________________________________
 |   Eastland Holding I, LLC         |     |    Eastland Holding II, LLC      |
 |  an Illinois limited liability    |     |   an Illinois limited liability  |
 |___________________________________|     |__________________________________|
             -          -                                -         -
            -            -                              -           -
           -              -                            -             -
          -                -                          -               -
 ________-__________________-________________________-_________________-______
| CBL & Associates  |  CBL & Associates | CBL & Associates | CBL & Associates |
| Management, Inc.  |  Limited          | Managment, Inc.  | Limited          |
| a Delware         |  Partnership      | a Delaware       | Partnership      |
| corporation       |  a Delaware       | corporation      | a Delaware       |
|     0.5%          |  limited          |       0.5%       | limited          |
|                   |  partnership      |                  | partnership      |
|                   |      99.5%        |                  |       99.5%      |
|___________________|___________________|__________________|__________________|
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>exhibit10235.txt
<DESCRIPTION>EXHIBIT 10.23.5
<TEXT>
                                                                 Exhibit 10.23.5

                           PURCHASE AND SALE AGREEMENT
                          AND JOINT ESCROW INSTRUCTIONS

      THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of this 17th day of October, 2005 (the
"Effective Date") by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware
limited partnership ("CBL/OP"); HP-SP Associates, L.L.C., a Missouri limited
liability company, and Hickory Point Mall, Limited Partnership, a Delaware
limited partnership (collectively, "Property Owner").

                                   WITNESSETH:

      WHEREAS, Property Owner is the owner of Hickory Point Park Mall, a
regional retail shopping center, and related land, improvements and property
located in Forsyth, Macon County, Illinois, which is more particularly described
in, and is the subject of, this Agreement; and

      WHEREAS, CBL/OP is a Delaware limited partnership which desires to acquire
the "Property" (described below) on the terms described in this Agreement; and

      NOW, THEREFORE, in consideration of the premises and the mutual
undertakings in this Agreement, and intending to be legally bound hereby, the
parties hereto agree as follows:

ARTICLE I
                 CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS

      This Article I sets forth certain definitions and fundamental provisions
for purposes of this Agreement. An index of defined terms used in this Agreement
is included with the Table of Contents of this Agreement.

1.1 "Property" means, collectively, all of Property Owner's right, title and
 interest in the Land, the Appurtenances, the Improvements, the Service
 Contracts, the Intangible Property, the Tenant Leases, the Personal Property
 and the Tenant Security Deposits, as such terms are defined below.

1.1.1 "Land" means, collectively, those certain parcels of land located in
Forsyth, Illinois, which are described in Exhibit A attached hereto.

1.1.2 Intentionally Omitted"

1.1.3 "Appurtenances" means all right, title and interest, if any, of Property
Owner in and to the following: (a) all land lying in the bed of any street,
highway, road or avenue, open or proposed, public or private, in front of or
adjoining the Land, to the center line thereof; (b) all rights of way, highways,
public places, easements, appendages, appurtenances, sidewalks, alleys, strips
and gores of land adjoining or appurtenant to the Land which are now or
hereafter may be used in connection with the Property; (c) all awards to be made
in lieu of any of the foregoing or for damages to the Land by reason of the
change of grade of any street, highway, road or avenue; and (d) all easements,
rights and privileges benefiting the applicable Land.

                                       1
<PAGE>

1.1.4 "Improvements" means all buildings, structures, improvements and fixtures
located on the Land.

1.1.5 "Service Contracts" means any service, supply, maintenance, repair,
construction and management contracts to which Property Owner is a party
relating to the Real Property (as defined below).

1.1.6 "Intangible Property" means all assignable intangible personal property,
if any, now or through the date of Closing owned by Property Owner and arising
out of or in connection with Property Owner's ownership of the Real Property,
the Service Contracts, Tenant Leases and the Personal Property, including (to
the extent any such items exist) (a) Property Owner's rights to use any plans,
specifications and drawings relating to the Improvements (subject to the rights
of the parties who prepared the same), (b) Property Owner's rights to any
current names, logos, designs, trademarks, service marks, copyrights, and trade
names used solely in connection with the Real Property (including but not
limited to any internet domain names), (c) the goodwill of Property Owner in
connection with the Real Property, (e) all advertising materials, marketing
programs and strategies, and other similar rights relating solely to Property
Owner's use and operation of the Real Property, the Service Contracts, Tenant
Leases and the Personal Property, (f) any transferable licenses, permits and
certificates of occupancy issued by governmental authorities relating solely to
the use, maintenance, occupancy and/or operation of the Real Property, (g) any
presently effective and assignable warranties and guaranties issued solely with
respect to the Real Property, the Service Contracts, Tenant Leases and the
Personal Property, and (h) the Books and Records (as defined below).

1.1.7 "Tenant Leases" means any and all space leases, licenses, concessions or
other such arrangements for use of space within the Real Property. Such leases
include, without limitation, the agreements listed and described on Exhibit I,
hereinafter referred to as the "Lease Schedule/Rent Roll" attached hereto and by
this reference incorporated herein and made a part hereof.

1.1.8 "Personal Property" means, to the extent any such items exist, any
apparatus, furniture, appliances, building supplies, equipment, machinery and
other tangible items of personal property owned by Property Owner and presently
affixed, attached to, placed or situated upon the Real Property and used
exclusively in connection with the ownership, operation and occupancy of the
Real Property. Personal Property does not include any items of personal property
leased to Property Owner or otherwise owned by third parties, or any of the
Excluded Property referred to in Section 2.2 below.

1.1.9 "Real Property" means collectively the Land, the Improvements and the
Appurtenances.

1.1.10 "Tenant Security Deposits" means all refundable security deposits,
letters of credit, advance rental payments and other deposits of tenants
("Tenants") under Tenant Leases which, as of the Closing Date, have not been
applied and are then held by and are in the possession of Property Owner.

                                       2
<PAGE>

1.1.11 "Anchor Stores" means the following:  (i) Kohl's Illinois, Inc., a Nevada
corporation,  successor-in-interest  to Kohl's Department  Stores, a division of
Brown & Williamson Tobacco Corporation, a Delaware corporation ("Kohl's");  (ii)
Sears, Roebuck and Co., a New York corporation ("Sears");  (iii) Von Maur, Inc.,
an Iowa corporation,  successor-in-interest  to Carson Pirie Scott & Company,  a
Delaware  corporation  ("Von  Maur");  (iv) J. C. Penney  Corporation,  Inc.,  a
Delaware  corporation  ("J.C.  Penney");  and (v) McRil, LLC, a Virginia limited
liability  company,  successor-in-interest  to P.A. Bergner and Co., an Illinois
corporation ("Bergner")

1.1.12 "Books and Records" means all site and as built plans, surveys, soil and
substrata studies, architectural renderings, plans and specifications,
engineering plans and studies, floor plans, landscape plans and other plans,
diagrams or studies of any kind, if any, now in the possession or reasonable
control of Property Owner or Property Owner's Property Manager which relate to
the Land, the Improvements or the Personal Property, and all of Property Owner's
right, title and interest in and to operating manuals, marketing brochures,
market studies, tenant data sheets and other books, records and materials of any
kind now in the possession or reasonable control of Property Owner or Property
Owner's Property Manager and required in connection with the continuing
ownership, operation and management of the Improvements, and all financial and
accounting records of the Property Owner for all periods from and after January
1, 1998.

1.2    "Final Approval Date" means the Effective Date.

1.3 "Title Objection Deadline" means 5:00 p.m., Kansas City, Missouri time (it
 being agreed that all times in this Agreement shall be deemed to refer to
 Kansas City, Missouri time) on the later to occur of (i) the Effective date and
 (ii) the fifth (5th) Business day after CBL/OP's receipt of all of the Title
 Documents.

1.4 "Closing Date" means the (A) date that is the earlier of: (i) three (3)
 business days after the conditions set forth in Sections 5.2.11 and 5.3.7 of
 the Oak Park Contract and the Eastland Contract have been satisfied pursuant to
 their terms, and (ii) November 30, 2005, or (B) any earlier date upon which
 Property Owner and CBL/OP mutually agree.

1.5 "Title Company" means Fidelity National Title Insurance Company whose
address is:

              1800 Parkway Place
              Two Parkway Center, Suite 700
              Atlanta, Georgia 30067
              Attention:  Linda R. Thurman
              Telephone:  (770) 850-9600
              Facsimile:  (770) 850-8222

1.6   "CBL/OP's Address" means:

                                       3
<PAGE>

              CBL & Associates Limited Partnership
              c/o CBL and Associates Properties, Inc.
              2030 Hamilton Place Boulevard
              CBL Center, Suite 500
              Chattanooga, Tennessee 37421-6000
              Attention:  Jay Wiseman
              Facsimile:  (423) 490-8626

      With a copy to:

              Shumacker Witt Gaither & Whitaker, P.C.
              2030 Hamilton Place Boulevard
              CBL Center, Suite 210
              Chattanooga, Tennessee 37421
              Attention:  Ralph M. Killebrew, Jr.
              Telephone:  (423) 425-7209
              Facsimile:  (423) 899-1278

      and to

              Morrison & Foerster LLP
              1290 Avenue of the Americas
              New York, New York 10104-0185
              Attention:  Yaacov M. Gross
              Telephone:  (212) 468-8012
              Facsimile:  (212) 468-7900

1.7   "Property Owner's Address" means:

              Hickory Point Mall, Limited Partnership
              c/o Copaken, White & Blitt
              8900 State Line Rd., Suite 333
              Leawood, Kansas 66206
              Attention:  Keith Copaken
              Facsimile:  (913) 381-5624
              Telephone No.:  (913) 381-3840

      With a copy to:

              Lewis, Rice & Fingersh
              1010 Walnut, Suite 500
              Kansas City, Missouri 64106
              Attention:  Peter DiGiovanni
              Facsimile:  (816) 460-6504
              Telephone No.:  (816) 472-2504

1.8   "Property Owner's Property  Manager" means Copaken,  White & Blitt, LLC
whose address is 8900 State Line Rd., Suite 333, Leawood, KS. 66206.

                                       4
<PAGE>

1.9   "Official Records" means the Official Records of the Register of Deeds
for Macon County, Illinois.

1.10 "Shopping Center" means that certain regional shopping center commonly
 known as "Hickory Point Mall" located in Forsyth, Illinois and comprised of,
 collectively, the Land, the Appurtenances, the Improvements, the Personal
 Property, the Intangible Personal Property, the Service Contracts, the Tenant
 Leases, the Tenant Security Deposits and all other property being sold by
 Property Owner to CBL/OP under the terms of this Agreement.

1.11  "Purchase Price " means the sum of $44,000,000.00.

1.12   "Escrow  Agent"  means  Fidelity  National  Title  Insurance  Company
of  New York,  having  its  office at 1800 Parkway Place, Two Parkway Center,
Suite 700, Atlanta, Georgia 30067; Attention:  Linda Thurman.

1.13 "Other Mall Contributors" means those parties identified and defined as
"Contributors" in the Oak Park Contract and the Eastland Contract.

                                   ARTICLE II
                                PURCHASE AND SALE

2.1 Agreement. In consideration of the mutual agreements contained in this
 Agreement and for other good and valuable consideration, the receipt and
 sufficiency of which are hereby acknowledged, Property Owner agrees to sell the
 Property to CBL/OP, and CBL/OP agrees to purchase the Property, for the
 Purchase Price and upon the terms and conditions set forth in this Agreement.

2.2 Excluded Property. Notwithstanding anything to the contrary contained in
 this Agreement, the term "Property" shall not include any of the following
 items, all of which are excluded from the transfer by Property Owner to CBL/OP
 hereunder: (a) all cash on hand, checks, money orders or accounts receivable,
 (b) any operating accounts, replacement or reserve accounts or other accounts
 maintained by or on behalf of Property Owner or Property Owner's affiliates
 with respect to the Property, other than those for which an adjustment is made
 pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or
 other security deposits or any bonds posted by or on behalf of Property Owner
 with any governmental authorities, utilities or other parties, other than those
 for which an adjustment is made pursuant to the last sentence of Section 6.3
 below; (d) Intentionally Omitted; (e) subject to Article XI below, any claims
 under Property Owner's insurance policies; (f) any rents, operating expense and
 tax reimbursements, additional rentals or other sums or amounts due Property
 Owner from prior tenants or sub-tenants who are not subject to Tenant Leases;
 (g) any judgments which have been entered in favor of Property Owner as of the
 Effective Date for Delinquent Rentals; (h) the Excluded Documents; and (i)
 Property Owner's accounting software, provided however, that if such software
 is subject to a license that prohibits its commercial transfer, Property Owner
 shall, for up to ninety (90) days following the Closing Date, reasonably assist
 CBL/OP in reviewing and copying, at CBL/OP's expense (by hard copy as well as
 electronically) all Books and Records provided to CBL/OP hereunder in
 electronic form and to the transfer of such electronic Books and Records to
 CBL/OP's accounting and property management systems.

                                       5
<PAGE>

2.3   Other Mall Contribution Agreements.

2.3.1 Definitions of other Malls and Purchase Agreements. For purposes hereof,
(i) "Oak Park Contract" shall mean that certain Contribution Agreement of even
date herewith by and between Oak Park Investment, L.P., a Delaware limited
partnership ("Oak Park Property Owner"), and its partners, as contributors, and
CBL/OP, with respect to the property commonly known as Oak Park Mall, Overland
Park, Kansas, herein "Oak Park Mall"; (ii) "Eastland Contract" shall mean that
certain Contribution Agreement of even date herewith by and between B-M-J
Development, Limited Partnership, a Delaware limited partnership ("Eastland
Property Owner"), and its partners, as contributors, and CBL/OP, with respect to
the property commonly known as Eastland Mall, Bloomington, Illinois, herein
"Eastland Mall" and (iii) "Eastland Medical Building Contract" shall mean that
certain Purchase and Sale Agreement of even date herewith by and between BMJ
Medical, LLC, a Missouri limited liability company ("Eastland Medical Building
Property Owner"), as seller, and CBL/OP, as buyer, with respect to the medical
office building and related land, improvements and property located in
Bloomington, McLean County, Illinois, herein "Eastland Medical Building." The
Oak Park Contract, the Eastland Medical Building Contract and the Eastland
Contract are sometimes collectively referred to herein as the "Other Mall
Contracts," and Oak Park Mall, Eastland Medical Building and Eastland Mall are
sometimes collectively referred to herein as the "Other Malls."

2.3.2 Other Mall Contracts; Cross Default; Cross Termination. (A) Any default or
material breach of a representation or warranty by the property owner and/or
contributors under either of the Other Mall Contracts shall constitute a default
of Property Owner under this Agreement, and any proper termination prior to
Closing by CBL/OP of either of the Other Mall Contracts as a result of a default
or material breach of a representation or warranty by the property owner and/or
contributors thereunder, shall constitute CBL/OP's proper election to terminate
this Agreement and recover the Letter of Credit or Deposit, as applicable; and
(B) any default or material breach of a representation or warranty by CBL/OP
under either of the Other Mall Contracts shall constitute a default of CBL/OP
under this Agreement, and any proper termination prior to Closing by the
property owner of either of the Other Mall Contracts as a result of a default or
material breach of a representation or warranty by CBL/OP thereunder, shall
constitute Property Owner's proper election to terminate this Agreement that
entitles Oak Park Property Owner to draw on the Letter of Credit and receive
payment of the Deposit.

ARTICLE III
                                 PURCHASE PRICE

3.1 Purchase Price. Subject to the terms of this Agreement, the Purchase Price
 to be received by Property Owner for the sale of the Property to CBL/OP shall
 be Forty-four Million Dollars ($44,000,000.00), payable by wire transfer of
 immediately available funds at the Closing.

3.2   Intentionally Omitted

3.3   Intentionally Omitted

3.4   Intentionally Omitted

                                       6
<PAGE>

3.5 Delivery of Deposit. Within two (2) Business Days following the full
 execution of this Agreement, CBL/OP shall deliver to Oak Park Property Owner
 the Letter of Credit, defined below. As used herein, the term "Deposit" shall
 mean any proceeds of, or moneys paid in connection with, the Letter of Credit,
 including, without limitation, any interest thereon. The term "Letter of
 Credit" shall mean an irrevocable standby letter of credit (i) in the form
 attached hereto as Exhibit Q and made a part hereof (which shall be same Letter
 of Credit for the Oak Park Contract and the Eastland Contract, (ii) in the face
 amount of Ten Million Dollars ($10,000,000), (iii) naming the Oak Park Property
 Owner as beneficiary, (iv) issued for the benefit of Property Owner, Eastland
 Property Owner and Oak Park Property Owner with the ability to draw by Oak Park
 Property Owner pursuant to the terms of this Agreement, (v) issued by and drawn
 upon First Tennessee Bank, N.A. or Wells Fargo Bank, N.A., and (vi) issued for
 a term of sixty (60) days from its date of issuance with a right, upon ten (10)
 days notice prior to the expiration of such sixty (60) day term, for CBL/OP to
 extend the term of the Letter of Credit for an additional sixty (60) days.
 Property Owner will only be permitted to draw on the Letter of Credit in the
 event (1) of a default by CBL/OP under this Agreement or under either of the
 Other Mall Contracts, or (2) the Letter of Credit has not been renewed or
 extended and less than ten (10) days remain prior to the expiration thereof. In
 the event of any drawing on any Letter of Credit by Oak Park Property Owner,
 the proceeds will be payable exclusively to Escrow Agent, and such proceeds
 will be held as the Deposit under this Agreement and will be subject to
 disposition by the Escrow Agent in accordance with the terms and conditions of
 this Agreement. The Deposit shall be non-refundable and the proceeds shall be
 disbursed 76% to Oak Park Property Owner, 15.46% to Eastland Property Owner and
 8.54% to Property Owner in the event of a termination of this Agreement or
 failure to close by CBL/OP, subject to the exceptions provided in Section 3.6
 below.

3.6 Disposition of Deposit. If the transaction contemplated hereby is
 consummated in accordance with the terms and provisions hereof, the Letter of
 Credit shall be returned to CBL/OP at Closing (or if the Letter of Credit is
 converted to the Deposit before Closing, the Deposit will be applied to the
 Purchase Price at Closing). If this Agreement is terminated by Property Owner
 or CBL/OP pursuant to Section 4.3.2, Section 4.3.3, Section 4.3.6, Section 5.2,
 Section 5.3, Section 8.3, Section 10.2, Section 11.1, or Section 11.3, the
 Letter of Credit or Deposit, as applicable, shall be returned to CBL/OP as
 provided in the relevant Section pertaining to such termination. Additionally,
 if this Agreement is terminated by CBL/OP pursuant to Section 2.3.2, by reason
 of a default under the Other Mall Contracts by Eastland Property Owner,
 Eastland Medical Building Property Owner, Oak Park Property Owner, or the Other
 Mall Contributors, the Letter of Credit or Deposit, as applicable, shall be
 returned to CBL/OP as provided in Section 2.3.2.

3.7 Purchase Price Payment. CBL/OP shall deposit the Purchase Price into Escrow
 no later than the Business Day immediately preceding the Closing Date in
 sufficient time such that the Closing may occur and Escrow Holder will be able
 to deliver good funds to Property Owner no later than 1:00 p.m. on the Closing
 Date.

                                   ARTICLE IV
                           INSPECTION AND TITLE REVIEW

4.1   CBL/OP's Inspections.

                                       7
<PAGE>

4.1.1 Inspections, Tests and Studies. CBL/OP acknowledges that prior to the
Final Approval Date, CBL/OP and CBL/OP's authorized agents, consultants,
contractors and representatives have been afforded access to the Real Property
to inspect and conduct such tests and studies of the Real Property as CBL/OP has
deemed appropriate to determine the suitability of the Property for CBL/OP's
purposes, and that CBL/OP has performed all such investigations as CBL/OP deems
necessary. CBL/OP and CBL/OP's authorized agents, consultants, contractors and
representatives may continue to have reasonable access to the Real Property at
all reasonable times during normal business hours to inspect and conduct
reasonably necessary non-invasive tests and studies of the Real Property and the
Improvements, but notwithstanding anything to the contrary contained in this
Agreement, CBL/OP shall have no right to terminate this Agreement by reason of
any matter revealed by any such entry, inspection, tests and studies. CBL/OP
shall not conduct any invasive inspections, tests or studies of the Real
Property without the specific prior written approval of Property Owner, which
approval shall not be unreasonably withheld by Property Owner. If CBL/OP desires
access to the Real Property, CBL/OP shall give at least 24 hours prior written
or oral notice to Property Owner and Property Owner's Property Manager of
CBL/OP's intention to enter the Real Property. Property Owner may impose
reasonable conditions on any inspections, tests and studies to be conducted by
CBL/OP or CBL/OP's authorized agents, consultants, contractors and
representatives to ensure that CBL/OP takes all appropriate safety precautions
and observes the requirements of Section 4.4 below. At Property Owner's option,
a representative of Property Owner may be present for any such inspection, test
or study. CBL/OP shall bear the cost of all inspections, tests and studies
conducted by or on behalf of CBL/OP.

4.1.2 CBL/OP's Delivery of Information to Property Owner. Upon Property Owner's
request, CBL/OP agrees to deliver to Property Owner, promptly following the
receipt thereof by CBL/OP and at no cost to Property Owner, copies of any and
all reports, tests, studies and test results obtained by CBL/OP from independent
third parties by or on behalf of CBL/OP with respect to the Property before or
after the execution and delivery of this Agreement, including those involving
the structural, geologic, environmental or other condition of the Property or
otherwise relating to the Property (collectively, "CBL/OP's Information").
Property Owner hereby acknowledges that CBL/OP has not made and does not make
any warranty or representation regarding the truth or accuracy of any CBL/OP's
Information, and Property Owner shall not have the right to rely on the same
unless it obtains the written permission to do so from the preparer thereof.
Nothing contained in this Section 4.1.2 shall be deemed to obligate CBL/OP to
deliver to Property Owner any CBL/OP's Information which CBL/OP obtains
following the Closing.

4.1.3 Tenant and Governmental Authority Inquiries. Subject to the provisions of
this Section and Section 4.4 below, CBL/OP shall have the right, as part of
CBL/OP's due diligence investigation, to contact the Tenants, the Anchor Stores,
Property Owner's Property Manager and governmental authorities about various
aspects of the Property. CBL/OP shall provide Property Owner with at least 24
hours prior written or oral notice of each such inquiry, contact, interview and
meeting and Property Owner shall have the right to have a representative of
Property Owner present and otherwise participate in all such inquiries,
contacts, interviews and meetings. Property Owner shall not be liable or bound
in any manner by any oral or written statements, representations or information


                                       8
<PAGE>

provided by any Tenant, any Anchor Store, Property Owner's Property Manager, any
governmental authority or any of such parties' personnel, employees or
contractors (including any on site building manager or building engineer).

4.2   Document Review.

4.2.1 Property Records. Following the Effective Date, Property Owner shall make
available to CBL/OP either at the Real Property or at Property Owner's and
Property Owner's Property Manager's offices in Leawood, Kansas, copies of those
documents and property records relating solely to the Property, other than the
Excluded Documents, which are within the possession of Property Owner or
Property Owner's affiliates and advisors. Following the Effective Date, Property
Owner shall direct Property Owner's Property Manager to make available to CBL/OP
at the Property Manager's office, or at the on-site management office at the
Real Property, all of those documents and property records relating solely to
the Property, other than the Excluded Documents, which are in the possession of
Property Owner's Property Manager. All of such documents, reports, tests,
studies and property records delivered to, made available to, copied and/or
reviewed by or on behalf of CBL/OP in connection with the Property (whether
before or after the Effective Date and specifically including all Tenant Leases
and Service Contracts), other than the Excluded Documents, are sometimes
referred to collectively herein as the "Property Records."

4.2.2 Excluded Documents. As used herein, "Excluded Documents" shall mean (a)
any purchase and escrow agreements and correspondence pertaining to Property
Owner's acquisition of the Property (other than documents pertaining to the
physical or environmental condition of the Real Property), (b) any documents
pertaining to the potential acquisition of the Property by any past or
prospective purchasers (other than documents relating to the physical or
environmental condition of the Real Property), (c) any third party purchase
inquiries and correspondence, appraisals or economic evaluations of the
Property, (d) Property Owner's organizational documents and records, internal
budgets, financial projections, reports or correspondence prepared by Property
Owner or by Property Owner's advisor exclusively for Property Owner or Property
Owner's constituent principals and any other internal documents (other than
documents relating to the physical, financial or environmental condition of the
Real Property), (e) any personnel records and files maintained by or on behalf
of Property Owner with respect to individuals, if any, employed at or in
connection with the Real Property which Property Owner is obligated by law or
otherwise to keep confidential, and (f) any documents or materials which are the
subject of a confidentiality obligation. If any document or material subject to
a confidentiality obligation will be binding on CBL/OP after the Closing,
Property Owner shall use its best efforts to obtain any required consents to
disclose the same to CBL/OP and will notify CBL/OP if there are any such
documents or materials for which it has not been able to obtain such consent.
Notwithstanding anything in this Section 4.2 to the contrary, Property Owner
shall have no obligation to make available to CBL/OP and CBL/OP's authorized
agents, consultants, contractors and representatives, and CBL/OP and CBL/OP's
authorized agents and representatives shall have no right to inspect or make
copies of, any of the Excluded Documents.

4.2.3 Proprietary Information. CBL/OP acknowledges and agrees that the Property
Records are proprietary and confidential in nature and have been or will be made
available to CBL/OP solely to assist CBL/OP in determining the feasibility of


                                       9
<PAGE>

purchasing the Property. CBL/OP agrees, prior to the Closing, not to disclose
the Property Records, any of the CBL/OP's Information, or any analyses,
compilations, studies or other documents or records prepared by or on behalf of
CBL/OP from any of the Property Records or the CBL/OP's Information
(collectively, the "Proprietary Information") to any party outside of CBL/OP's
organization except (a) as necessary to CBL/OP's agents, consultants,
contractors, representatives, attorneys, accountants, lenders, prospective
lenders, investors and/or prospective investors (collectively, the "Permitted
Outside Parties"), or (b) as may be required by any law applicable to CBL/OP.
CBL/OP further agrees to notify all Permitted Outside Parties that, prior to the
Closing, the Proprietary Information is to be kept confidential and not
disclosed to third parties. In permitting CBL/OP and the Permitted Outside
Parties to review the Property Records to assist CBL/OP, Property Owner has not
waived any privilege or claim of confidentiality with respect thereto, and no
third party benefits or relationships of any kind, either expressed or implied,
have been offered, intended or created by Property Owner and any such claims are
expressly rejected by Property Owner and waived by CBL/OP.

4.2.4 Return of Property Records. At such time as this Agreement is terminated
for any reason, CBL/OP shall return to Property Owner the copies of all of the
Property Records delivered to CBL/OP by or on behalf of Property Owner, and
CBL/OP shall destroy, and instruct all Permitted Outside Parties in writing to
destroy, any and all copies CBL/OP or the Permitted Outside Parties have made of
the Property Records.

4.2.5 No Representation or Warranty By Property Owner. CBL/OP acknowledges that
many of the Property Records were prepared by third parties other than Property
Owner. CBL/OP further acknowledges and agrees that, except as expressly set
forth in this Agreement, (a) neither Property Owner nor any of Property Owner's
respective agents, advisors, employees or contractors has made any warranty or
representation regarding the truth, accuracy or completeness of the Property
Records, (b) Property Owner expressly disclaims any such representation or
warranty, and (c) Property Owner has not undertaken any independent
investigation as to the truth, accuracy or completeness of the Property Records
and Property Owner is providing the Property Records or making the Property
Records available to CBL/OP solely as an accommodation to CBL/OP.

4.2.6 Remedies. In addition to any other remedies available to Property Owner,
Property Owner shall have the right to seek equitable relief (including specific
performance and injunctive relief) against CBL/OP and CBL/OP's agents,
consultants, contractors and representatives to enforce the provisions of
Section 4.2.3 and Section 4.2.4.

4.3   Title.

4.3.1 Title Documents. Prior to the execution and delivery of this Agreement,
CBL/OP received copies of the following items (collectively, the "Title
Documents"): (a) that certain Title Commitment Nos. 1612 120105084, 1612
120105142 and ____________ issued effective August 9, 2005 by Chicago Title
Insurance Company, as agent for the Title Company with respect to the Real
Property (the "Title Commitment"); (b) all documents referred to in the Schedule
B exceptions shown on the Title Commitment; (c) that certain ALTA Survey,
Hickory Point Mall, Forsyth, Illinois, prepared by SKS Engineers, Inc. as
Project No. 59701, uncertified, but with a drawn date of August 31, 2005 (the


                                       10
<PAGE>

"ALTA Survey"); and (d) an update and/or modification and recertification of the
ALTA Survey which has been ordered by CBL/OP, at CBL/OP's sole cost and
expense(the "Updated Survey"). CBL/OP shall promptly request and deliver to the
Title Company the Updated Survey in sufficient time prior to the Title Objection
Deadline so that any title exception for discrepancies, conflicts in boundary
lines, shortages in area, encroachments, easements or claims of easements and
other matters which would be disclosed by a physical inspection of the Real
Property, the ALTA Survey or by the Updated Survey (collectively, "Survey
Exceptions") shall be addressed as Title Objections pursuant to Section 4.3.2
below.

4.3.2 Review of Title. All matters shown in the Title Documents which are not
objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title
Objection Notice") to Property Owner on or before the Title Objection Deadline
shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers
CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection
Deadline specifying CBL/OP's objection to any title exception pertaining to the
Real Property shown in the Title Documents (each a "Title Objection" and
collectively the "Title Objections"), Property Owner may, but except for
Voluntary Title Encumbrances, shall not be obligated to, remove from the Title
Policy or insure against (by title endorsement from the Title Company or
otherwise) some or all of such Title Objections. If Property Owner is able and
willing to remove or insure against some or all of the Title Objections,
Property Owner shall notify CBL/OP in writing within 5 days after the Title
Objection Deadline ("Property Owner's Notice Period") of those Title Objections
which Property Owner intends to attempt to remove or insure against on or before
the Closing Date (said notice hereinafter called "Property Owner's Title
Notice"). Without the necessity of objection by CBL/OP, Property Owner shall
comply with all of the requirements set forth in Schedule C of the Title
Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have
no obligation whatsoever to remove or insure against any Title Objections. If
Property Owner delivers Property Owner's Title Notice and thereafter Property
Owner is unable to remove or insure against any Title Objection as indicated in
Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP
and CBL/OP's sole remedy in such event shall be to either waive such Title
Objections and proceed with the Closing or terminate this Agreement. If Property
Owner does not deliver Property Owner's Title Notice to CBL/OP within Property
Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP
that Property Owner is unable or unwilling to remove or insure against the Title
Objections. If Property Owner notifies or is deemed to have notified CBL/OP that
Property Owner is unable or unwilling to remove or insure against any particular
Title Objection, CBL/OP shall be deemed to have waived those Title Objections
which Property Owner is unable or unwilling to remove or insure against unless
on or before the later to occur of (i) the Final Approval Date or (ii) 5 days
following receipt of the Property Owner's Title Notice (or 5 days following the
last day of the Property Owner's Notice Period if the Property Owner does not
give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and
Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to
terminate this Agreement by written notice to Property Owner and Escrow Holder
as provided in the preceding sentence, CBL/OP shall be entitled to a return of
the Letter of Credit or the Deposit, as applicable, and neither party shall have
any further rights or obligations under this Agreement, except for those
obligations of CBL/OP under this Agreement which expressly survive the
termination of this Agreement ("CBL/OP's Surviving Obligations").

                                       11
<PAGE>

4.3.3 Additional Title Objections. CBL/OP shall have the right to object to any
new title exceptions (other than Permitted Exceptions as defined in Section
4.3.7 below) first raised by the Title Company in any modification, update,
recertification or amendment to the Title Commitment which is issued after the
Effective Date of this Agreement by giving written notice ("CBL/OP's Additional
Title Objection Notice") to Property Owner within 5 days after CBL/OP's receipt
of any such modification, update, recertification or amendment, but in any event
no later than the Closing Date. If CBL/OP timely delivers CBL/OP's Additional
Title Objection Notice to Property Owner specifying CBL/OP's objection to any
new title exception first raised in a modification, update, recertification or
amendment to the Title Commitment which is issued after the Effective Date of
this Agreement (each an "Additional Title Objection" and collectively the
"Additional Title Objections"), Property Owner may, but except for Voluntary
Title Encumbrances, shall not be obligated to attempt to remove from the Title
Commitment or otherwise insure (at Property Owner's expense) against some or all
of such Additional Title Objections set forth in any CBL/OP's Additional Title
Objection Notice. If Property Owner does not notify CBL/OP in writing within 5
days after Property Owner's receipt of CBL/OP's Additional Title Objection
Notice (but in any event prior to the Closing Date) that Property Owner is
willing to so remove or otherwise insure against any Additional Title
Objections, Property Owner shall be deemed to have notified CBL/OP that Property
Owner is unable or unwilling to remove or otherwise insure against such
Additional Title Objections. If Property Owner does notify CBL/OP that Property
Owner is willing to remove or otherwise insure against any Additional Title
Objections and thereafter Property Owner is unable to remove or otherwise insure
against any Additional Title Objections as indicated in Property Owner's notice,
Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in
such event shall be to either waive such Additional Title Objection and proceed
with the Closing or terminate this Agreement. If Property Owner notifies or is
deemed to have notified CBL/OP that Property Owner is unable or unwilling to
remove or insure against any particular Additional Title Objection, CBL/OP shall
be entitled to terminate this Agreement by delivering within 10 days after the
CBL/OP's Additional Title Objection Notice written notice to Property Owner and
Escrow Holder terminating this Agreement. CBL/OP's failure to deliver such
written notice electing to terminate this Agreement to Property Owner and Escrow
Holder within such 10 day period shall be deemed CBL/OP's waiver of the
particular Additional Title Objection which Property Owner is unable or
unwilling to remove from the Title Policy or otherwise insure against. If this
Agreement is terminated on or before the Closing Date by reason of an Additional
Title Objection, the Letter of Credit or the Deposit, as applicable, shall be
returned to CBL/OP (including all interest which has accrued thereon while the
Deposit was held by Escrow Holder, but not any interest which has accrued
thereon while held by Property Owner) and neither party shall have any further
rights or obligations under this Agreement, except for the CBL/OP's Surviving
Obligations. Notwithstanding anything herein to the contrary, if CBL/OP's right
to terminate this Agreement pursuant to the foregoing provisions of this Section
4.3.3 has not expired prior thereto, it shall expire upon the Closing Date. If
CBL/OP is first notified of any new title exception (other than Permitted
Exceptions) less than 15 days prior to the Closing Date, the Closing shall be
extended until 5 days after the disposition of such new title exception is
determined pursuant to this Section 4.3.3.

4.3.4 Voluntary Title Encumbrances. As used herein "Voluntary Title
Encumbrances" means liens or encumbrances against the Property that are created
by Property Owner or which result from Property Owner's failure to pay for an


                                       12
<PAGE>

obligation of Property Owner after the Effective Date and that can be removed or
insured against solely by the payment of a liquidated sum of money; provided,
however, that the term "Voluntary Title Encumbrances" as used in this Agreement
shall not include the following: (a) any Permitted Exceptions; (b) any action
taken or matter of title created by any tenants or Anchor Stores pursuant to the
terms and provisions of the Tenant Leases; (c) Tenant Leases or any liens or
encumbrances against the Property created pursuant to a Tenant Lease by the
Tenant thereunder; (d) any liens or encumbrances against the Property that are
approved by CBL/OP or deemed approved by CBL/OP in accordance with the
provisions of this Agreement; or (e) any liens or encumbrances against the
Property which, pursuant to a Tenant Lease or otherwise, are to be discharged by
any Anchor Store, a Tenant or any other occupant of the Real Property.
Notwithstanding anything to the contrary contained in Section 4.3.2 or Section
4.3.3 above, Property Owner shall remove from the Title Policy or otherwise
insure against all Voluntary Title Encumbrances on or before the Closing. If
from time to time prior to the Closing, either Property Owner or CBL/OP shall
become aware of any Voluntary Title Encumbrances, then Property Owner or CBL/OP
shall promptly notify the other party thereof, which notice shall describe in
reasonable detail the Voluntary Title Encumbrance(s) at issue and Property Owner
shall remove from the Title Policy or otherwise insure against all such
Voluntary Title Encumbrance(s) on or prior to Closing.

4.3.5 Use of Purchase Price to Discharge Liens. At the Closing, Property Owner
may, at Property Owner's option, use the proceeds of the Purchase Price to
discharge any monetary lien or encumbrance which Property Owner elects to pay or
discharge; provided, however, the preceding shall not be construed as obligating
Property Owner to satisfy any lien or encumbrance on the Property other than
Voluntary Title Encumbrances. Any lien or encumbrance or apparent lien or
encumbrance appearing of record against the Property which can be discharged by
the payment of money shall not be an objection to title if Property Owner, at
Property Owner's sole option, shall at the Closing cause to be delivered either
(a) a duly executed and acknowledged satisfaction along with the filing fee, or
(b) a payoff letter or demand and the appropriate funds to satisfy the lien or
encumbrance.

4.3.6 Title Policy. CBL/OP's obligation to consummate the transactions
contemplated by this Agreement shall be subject to and conditioned upon the
Title Company's willingness to issue, upon the condition of the payment of the
Title Company's premium and the delivery of the documents referred to in Section
5.6 below, an ALTA Extended Coverage Owner's Policy of Title Insurance (referred
to herein as the "Title Policy"), insuring CBL/OP in the amount of the Purchase
Price that fee title to the Real Property is vested in CBL/OP as of the Closing,
subject only to the title policy form conditions, exclusions from coverage and
exceptions, and the Permitted Exceptions. Notwithstanding the immediately
preceding sentence, the issuance of ALTA Extended Coverage and any title
endorsements as part of the Title Policy shall not be a condition precedent to
the Closing unless (a) CBL/OP has delivered to the Title Company prior to the
Closing Date, any necessary modification, update or recertification of the ALTA
Survey in current insurable form and otherwise satisfactory to the Title
Company, (b) the Title Company confirms in writing to CBL/OP and Property Owner
prior to the Title Objection Deadline the Title Company's willingness to issue
ALTA Extended Coverage and those title endorsements which have been requested by
CBL/OP prior to the Title Objection Deadline, and (c) CBL/OP pays for all costs
of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs
of any such title endorsements requested by CBL/OP (other than any endorsements
Property Owner has agreed to cause to be issued pursuant to a Property Owner's


                                       13
<PAGE>

Title Notice). If, prior to the Title Objection Deadline, CBL/OP has not
delivered any necessary modification, update or recertification of the ALTA
Survey in current insurable form satisfactory to the Title Company and the Title
Company has not confirmed in writing to CBL/OP and Property Owner prior to the
Title Objection Deadline the Title Company's willingness to issue ALTA Extended
Coverage and those title endorsements requested by CBL/OP, then the condition in
this Section 4.3.6 shall be the Title Company's willingness to issue an ALTA
Standard Coverage Owner's Policy of Title Insurance (with only those
endorsements the Title Company has affirmatively agreed in writing prior to the
Title Objection Deadline to issue) and all references in this Agreement to the
"Title Policy" shall mean and refer to such ALTA Standard Coverage Owner's
Policy of Title Insurance rather than an ALTA Extended Coverage Owner's Policy
of Title Insurance. In the event of any failure of the condition in this Section
4.3.6, CBL/OP shall have the right to terminate this Agreement by delivering
written notice thereof to Property Owner and Escrow Holder no later than the
Closing Date, and the failure by CBL/OP to timely deliver such notice of
termination shall be deemed CBL/OP's waiver of such condition. If such
termination notice is provided, Property Owner shall nonetheless have a period
of 10 days after receipt of such notice to satisfy such condition (and the
Closing Date shall be accordingly extended, if applicable), and if such
condition is remedied within such 10 day period, the Closing shall be
consummated in accordance with the provisions of this Agreement. In the event of
any such termination, the Letter of Credit or the Deposit, as applicable, shall
be returned to CBL/OP and neither party shall have any further rights or
obligations under this Agreement, except for the CBL/OP's Surviving Obligations.
The Title Company's willingness at Closing to issue the Title Policy to CBL/OP
shall only be a condition to CBL/OP's obligations and not a covenant of Property
Owner.

4.3.7 Permitted Exceptions. As used in this Agreement, the term "Permitted
Exceptions" shall mean (a) all matters disclosed in the Title Documents and to
which CBL/OP does not raise a Title Objection prior to the Title Objection
Deadline, or, having objected, CBL/OP waives or is deemed to have waived in
accordance with the provisions of Section 4.3.2 above; (b) any new title
exceptions first raised by the Title Company in any modification, update,
recertification or amendment to the Title Commitment issued after the Effective
Date and to which CBL/OP does not raise an Additional Title Objection within the
prescribed time, or, having objected, CBL/OP waives or is deemed to have waived
in accordance with the provisions of Section 4.3.3 above; (c) Intentionally
Omitted; (d) Intentionally Omitted; (e) all existing Tenant Leases, all new
Tenant Leases and amendments, modifications, supplements and extension to any of
the foregoing which are entered into following the Effective Date and are
permitted pursuant to this Agreement, and the rights of Tenants in possession
thereunder, as tenants only; (f) Intentionally Omitted; (g) any financing
statements, chattel mortgages or other liens and encumbrances relating to
financing obtained by Tenants and encumbering only the property of Tenants; (h)
any Survey Exceptions unless objected to by CBL/OP in accordance with Section
4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community
facilities districts, business improvement districts or local improvement
districts) for the fiscal year in which the Closing occurs; (j) all zoning
restrictions, regulations and requirements, all building codes and all other
applicable laws, ordinances and governmental regulations affecting the Property;
and (k) all matters directly or indirectly caused by CBL/OP or arising through
CBL/OP. Notwithstanding anything to the contrary contained in this Agreement,
liens and encumbrances for the payment of any non-delinquent community
facilities district taxes, business improvement district charges and/or any


                                       14
<PAGE>

local improvement district levies and special assessments shall not be
discharged at Closing and shall not be an objection to title (subject to the
proration of the current installments thereof as provided in Section 6.2 below).

4.4   Inspection Obligations.

4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real
Property and conducting any investigations, inspections, tests and studies of
the Property or the Property Records prior to or following the execution and
delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors
and representatives shall be obligated to: (a) comply with all terms of the
Tenant Leases regarding entry rights and obligations of third parties and not
disturb the Anchor Stores, the Tenants or other occupants or interfere with the
Anchor Stores', the Tenants' or other occupants' right of quiet enjoyment or use
of the Property pursuant to any Tenant Leases or other occupancy rights; (b) not
unreasonably interfere with the operation, use and maintenance of the Property
or the remainder of the Shopping Center or any of the construction work being
performed at the Property or the remainder of the Shopping Center; (c) not
damage any part of the Property or the remainder of the Shopping Center or any
personal property owned or held by any Anchor Store, any Tenant or other
occupant of the Shopping Center or any third party; (d) not injure or otherwise
cause bodily harm to Property Owner, any Anchor Store, any Tenant or any other
occupant of the Shopping Center or any of their respective agents, contractors
and employees, or any other third party; (e) maintain commercial general
liability (occurrence) insurance in terms and amounts set forth in Section 4.4.3
covering any accident arising as a result of the presence of CBL/OP and CBL/OP's
agents, consultants, contractors and representatives on the Real Property and
deliver a certificate of insurance verifying such coverage to Property Owner
prior to any entry upon the Real Property (such insurance policy maintained by
or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering
the indemnities herein and shall (i) name the Property Owner and Property
Owner's Property Manager as additional insureds, (ii) contain a cross-liability
provision, and (iii) contain a provision that "the insurance provided by CBL/OP
hereunder shall be primary and non-contributing with any other insurance
available to Property Owner"); (f) promptly pay when due the costs of all tests,
investigations, studies and examinations done with regard to the Property; (g)
not permit any liens to attach to the Property or the remainder of the Shopping
Center by reason of the exercise of CBL/OP's rights hereunder and promptly
remove or cause to be removed (by bonding or otherwise) any such liens which
attach to the Property or the remainder of the Shopping Center; (h) fully
restore the Real Property and the Personal Property to the condition in which
the same was found before any such inspections, tests or studies were
undertaken; provided that CBL/OP shall have no obligation to remediate any
hazardous materials on the Property except to the extent CBL/OP introduced the
same onto the Property or exacerbated any pre-existing hazardous materials
condition at the Property; (i) comply with the confidentiality standards set
forth in Section 4.2 above; and (j) comply with the terms and provisions of
Section 4.1 above.

4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold
Property Owner and Property Owner's respective agents, advisors, employees and
contractors harmless from and against any and all liens, claims, losses,
liabilities, damages, costs, causes of action and expenses (including reasonable
attorneys' fees and court costs) (collectively, "Claims") arising out of (a)
CBL/OP's negligence or willful misconduct or the negligence or willful
misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's


                                       15
<PAGE>

investigations, inspections, tests and studies of the Property and/or the
Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or
representatives of the provisions of this Article IV, excluding, however, any
Claims arising from the sole negligence or intentional misconduct of a person to
be indemnified hereunder. Notwithstanding any provision to the contrary
contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3
and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall
survive the Closing or earlier termination of this Agreement.

4.4.3 CBL/OP's Insurance. CBL/OP shall deliver to Property Owner a certificate
of insurance providing the following: (a) commercial general liability insurance
insuring Property Owner for bodily injury, property damage and personal injury
liability, each with a limit liability of $3,000,000 for each occurrence and in
the aggregate, (b) in like amount covering CBL/OP's contractual liability under
the aforesaid hold harmless provision, and automobile liability insurance limits
for each occurrence of not less than $1,000,000 with respect to personal injury
or death and $500,000 with respect to property damage, and (c) workers
compensation insurance or similar insurance in form and in amounts required by
law.

4.5   Intentionally omitted.

4.6 CBL/OP Deliveries Upon Termination. If this Agreement is terminated pursuant
 to any of the applicable terms hereof for any reason other than a default
 solely on the part of Property Owner, (i) the provisions of Section 4.1.2 shall
 survive such termination for a period of one year and (ii) CBL/OP covenants and
 agrees to deliver to Property Owner no later than 5 Business Days following the
 date of such termination the originals of all Property Records, if any,
 delivered to CBL/OP by or on behalf of Property Owner. In addition to any other
 remedies available to Property Owner, Property Owner shall have the right to
 seek equitable relief (including specific performance) against CBL/OP and
 CBL/OP's representatives to enforce the provisions of this Section 4.6.

4.7 Cancellation of Service Contracts. Subject to the Tenant Prospect Commission
 Obligations as set forth below, Property Owner shall terminate effective as of
 the Closing that certain leasing and management agreement dated July 1, 2000,
 between Property Owner and Property Owner's Property Manager (the "Property
 Management Agreement") and any other existing leasing listing agreement entered
 into by Property Owner for the Real Property. Property Owner shall give notice
 of cancellation of all Service Contracts except those identified on Exhibit J
 attached hereto, which notice of termination by Property Owner shall be
 effective as of the Closing and conditional upon the Closing taking place in a
 timely manner in accordance with this Agreement. Property Owner and CBL/OP
 agree as follows with respect to the cancellation fees, penalties, damages or
 payments, if any, required to be paid for the cancellation of any Service
 Contracts: (a) CBL/OP shall pay any cancellation fee, penalty, damages or
 payment required for the cancellation of any Service Contract (other than the
 Property Management Agreement or any other existing leasing listing agreement
 entered into by Property Owner for the Real Property) in accordance with
 CBL/OP's request; (b) Property Owner shall pay any cancellation fee, penalty,
 damages or payment (other than the Tenant Prospect Commission Obligations)
 required for the cancellation of the Property Management Agreement or any other
 existing leasing listing agreement entered into by Property Owner with respect
 to the Real Property, and (c) CBL/OP shall be responsible for the obligations


                                       16
<PAGE>

 of Property Owner pursuant to the Property Management Agreement to pay, or
 reimburse Property Owner for the payment of, a leasing commission to Property
 Owner's Property Manager if following the termination of the Property
 Management Agreement a lease is entered into with a party identified as a
 prospective tenant, and disclosed in writing to CBL/OP at least 5 days prior to
 the Closing Date, with whom Property Owner and/or Property Owner's Property
 Manager had been negotiating prior to the termination of the Property
 Management Agreement (the "Tenant Prospect Commission Obligations").
 Notwithstanding anything to the contrary contained herein, Property Owner's
 cancellation of any Service Contract (other than the Property Management
 Agreement with Property Owner's Property Manager or any existing leasing
 listing agreement entered into by Property Owner for the Real Property) shall
 not be a condition to Closing or CBL/OP's obligations hereunder. At the
 Closing, Property Owner shall terminate all Service Contracts other than those
 identified on Exhibit J attached hereto. CBL/OP acknowledges that,
 notwithstanding the foregoing, Property Owner shall have no obligation to
 terminate and CBL/OP shall assume at Closing the Tenant Prospect Commission
 Obligations of Property Owner pursuant to the Property Management Agreement.

ARTICLE V
                               ESCROW AND CLOSING

5.1   Escrow.

5.1.1 Opening of Escrow. Property Owner and CBL/OP shall open an escrow (the
"Escrow") with Escrow Agent for the consummation of the transaction contemplated
by this Agreement by delivering copies of this Agreement executed by the parties
to Escrow Agent at the Escrow Agent's address specified in Section 1.6 above.
Upon receipt of this Agreement executed by the parties, Escrow Agent shall (a)
execute and date the Joinder by Escrow Agent attached hereto solely in order to
evidence Escrow Agent's agreement to act as Escrow Agent in accordance with the
terms and provisions of this Agreement, (b) immediately notify Property Owner
and CBL/OP in writing by facsimile of the date Escrow Agent has executed the
attached Joinder by Escrow Agent and (c) immediately deliver to Property Owner
and CBL/OP by overnight courier ink-signed originals of this Agreement fully
executed in counterpart by Property Owner, CBL/OP and Escrow Agent.

5.1.2 Escrow Instructions. This Agreement, together with such supplementary or
further escrow instructions as Property Owner and CBL/OP shall provide to Escrow
Agent by written agreement, shall constitute the instructions to Escrow Agent
for the Escrow. Property Owner and CBL/OP hereby authorize their respective
attorneys to execute and deliver to Escrow Agent any additional or supplementary
instructions as may be necessary or convenient to close the transaction
contemplated hereby. Property Owner and CBL/OP also agree to execute, if
necessary, Escrow Agent's standard or pre-printed escrow instructions but only
to the extent such standard or pre-printed escrow instructions are consistent
with this Agreement (including Escrow Agent's duties contained herein) and are
reasonably acceptable to Property Owner and CBL/OP. Any such additional or
supplementary instructions and/or any pre-printed or standard instructions shall
not supersede or conflict with this Agreement and any such conflict shall be
governed by the terms of this Agreement.

                                       17
<PAGE>

5.1.3 Closing. As used in this Agreement, the "Closing" shall mean the
consummation of the purchase and sale transaction contemplated by this
Agreement, as evidenced by the recordation of the Special Warranty Deeds in the
Official Records. Each party shall timely deposit with Escrow Agent the funds,
documents and supplementary written escrow instructions required by this
Agreement in order to consummate the Closing of the sale and transfer of the
Property in accordance with this Agreement.

5.1.4 Closing Date. The Closing shall occur through Escrow on the Closing Date.
Property Owner and CBL/OP acknowledge and agree that time is expressly of the
essence with respect to the Closing Date specified in Section 1.5, and except as
otherwise provided in Sections 4.3.6 and Section 10.2, the failure of either
party to timely perform such party's obligations by such Closing Date shall
constitute a material breach of this Agreement.

5.2 Conditions Precedent to the Closing for the Benefit of CBL/OP. The Closing
 and CBL/OP's obligation to consummate the transaction contemplated by this
 Agreement are subject to the timely satisfaction or written waiver of the
 following conditions precedent for CBL/OP's benefit set forth below in this
 Section 5.2. The conditions precedent set forth below in Section 5.2.3 through
 Section 5.2.12 are referred to as the "CBL/OP Closing Conditions." The CBL/OP
 Closing Conditions must be satisfied or waived no later than the Closing Date.

5.2.1 Intentionally omitted.

5.2.2 Intentionally omitted.

5.2.3 Property  Owner's  Deliveries.  On or before the Closing Date,  Property
Owner shall have delivered to Escrow Agent the documents described in Section
5.4 below.

5.2.4 Representations and Warranties. All representations and warranties of
Property Owner contained in Section 7.1 of this Agreement shall be true and
correct in all material respects as of the date made and as of the Closing Date
with the same effect as if those representations and warranties were made at and
as of the Closing Date and Property Owner shall have delivered to CBL/OP a
certificate, dated as of the Closing Date, confirming (without material
exception or qualification) that all of the representations and warranties of
Property Owner contained in this Agreement, are true and correct in all material
respects as of the Closing Date as if made on and as of the Closing Date, and
certifying an updated Lease Schedule/Rent Roll in the same form as delivered
herewith (the "Property Owner's Closing Certificate"). If the Property Owner's
Closing Certificate shall contain any material exception or qualification, then
this condition shall not be deemed satisfied to such effect. Notwithstanding the
foregoing, it is agreed that: (a) any changes to the Lease Schedule/Rent Roll
due to any or all of the following shall not constitute material exceptions or
qualifications for the purposes of this condition: (i) any new Tenant Leases or
amendments, modifications, supplements, or extensions of existing Tenant Leases
entered into by Property Owner as permitted under Section 8.4 below, (ii)
terminations of any existing Tenant Leases either as entered into or effected by
Property Owner as permitted under Section 8.4 below or which do not require the
consent or agreement of the Property Owner, or (iii) defaults of any Tenants
under any Tenant Leases; and (b) any change in the physical condition of the
Real Property after the Final Approval Date shall not constitute material
exceptions or qualifications for the purposes of this condition unless such


                                       18
<PAGE>

change in physical condition (1) would cost CBL/OP in excess of One Million
Dollars ($1,000,000) to repair, or (2) is due to the failure of Property Owner
to perform any express covenant set forth in this Agreement. Nothing set forth
in this Section shall be deemed to modify the provisions of Article XI.

5.2.5 Covenants. As of the Closing Date, Property Owner shall have performed all
material covenants and/or agreements to be performed by Property Owner under
this Agreement and Property Owner shall not be in material default in the
performance of any material covenant or agreement to be performed by Property
Owner under this Agreement.

5.2.6 Tenant and Anchor Store Estoppel Certificates. On or before the Closing
Date, CBL/OP shall have received estoppel certificates, dated not earlier than
August 16, 2005, from (i) all of the Anchor Stores ("Anchor Estoppel
Certificates") and (ii) from a sufficient number of non-Anchor Tenants of the
Real Property (the "Tenant Estoppel Certificates") so that Tenant Estoppel
Certificates shall be received with respect to not less than 80% of the rentable
area of the Improvements covered by Tenant Leases of non-Anchor Tenants.
Property Owner shall submit Anchor Estoppel Certificates to the Anchor Stores
and the Tenant Estoppel Certificates to the Tenants for execution and use
commercially reasonable efforts (as hereinafter described in this Section 5.2.6
below) to obtain Anchor Estoppel Certificates in form approved by CBL/OP, and
Tenant Estoppel Certificates substantially in the form of Exhibit B attached
hereto; provided, however, that if the applicable Tenant Lease provides for a
Tenant Estoppel Certificate in a form which is different from that attached as
Exhibit B hereto or otherwise limits the information required to be certified by
the applicable Tenant, then a Tenant Estoppel Certificate in substantially the
form provided for in an applicable Tenant Lease, or setting forth only such
other information as is required of the applicable Tenant pursuant to the
applicable Tenant Lease, shall be deemed in acceptable form (subject to the
penultimate sentence of this Section 5.2.6), and an Anchor Estoppel shall be
deemed in acceptable form (subject to the final sentence of this Section 5.2.6)
if an Anchor Estoppel Certificate covers all matters as are required under the
Anchor Lease, or if no such matters are required, if an Anchor Estoppel
Certificate is in the form customarily used by the Anchor Store. Property
Owner's sole obligation hereunder shall be to utilize commercially reasonable
efforts to obtain such Tenant Estoppel Certificates and Anchor Estoppel
Certificates (such commercially reasonable efforts obligation not including any
obligation to institute legal proceedings, waive any rights, or to grant any
concessions or expend any monies therefor). Any executed Tenant Estoppel
Certificate received from a Tenant which has been modified by the Tenant to
allege a material default by Property Owner as landlord under such Tenant's
Tenant Lease or facts which are materially inconsistent with the information set
forth in the Tenant Estoppel Certificate delivered to such Tenant shall not, at
CBL/OP's election, be applied toward the eighty percent (80%) requirement set
forth above. Any executed Anchor Estoppel Certificate which alleges a material
default by Property Owner or facts which are materially inconsistent with the
information set forth in the Anchor Estoppel Certificate delivered to such
Anchor Store shall not, at CBL/OP's election, satisfy this closing condition.

5.2.7 Condemnation or Casualty. CBL/OP shall not have terminated this Agreement
by reason of the condemnation of a Material Portion of the Property in
accordance with Section 11.1 below and CBL/OP shall not have terminated this
Agreement by reason of Material Damage to the Real Property in accordance with
Section 11.3 below.

                                       19
<PAGE>

5.2.8 Title Policy. As of the Closing Date, the Title Company shall have issued
or irrevocably committed to issue the Title Policy to CBL/OP as provided in
Section 4.3.6 above.

5.2.9 Intentionally Omitted.

5.2.10      Intentionally Omitted.

5.2.11      Intentionally Omitted.

5.2.12 Simultaneous Closings Under Other Mall Contracts. The transactions
contemplated under the Other Mall Contracts shall close simultaneously with the
Closing hereunder, except this shall not be a CBL/OP Closing Condition if the
closing under the Other Mall Contracts shall fail to occur by reason of the
default of CBL/OP, and in such case, the provisions of Section 2.3.2 shall
apply.

      CBL/OP shall not willfully or in bad faith act or willfully or in bad
faith fail to act for the purpose of permitting any CBL/OP Closing Condition to
fail. In the event any of the foregoing CBL/OP Closing Conditions are not
satisfied (or otherwise waived by CBL/OP) on the Closing Date for any reason
other than a default by Property Owner or CBL/OP hereunder, and such failure of
condition is not remedied within 10 days after notice to Property Owner of such
failure of condition, this Agreement shall terminate, the Letter of Credit or
the Deposit, as applicable, shall be returned to CBL/OP and neither party shall
have any further rights or obligations under this Agreement, except for the
CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing
Condition is also a default by Property Owner, the provisions of Section 10.2
shall govern; and in the event the failure of any CBL/OP Closing Condition is
also a default by CBL/OP, the provisions of Section 10.1 shall govern. CBL/OP
shall at all times prior to the termination of this Agreement have the right to
waive any of the CBL/OP Closing Conditions. Except for those deemed waivers due
to CBL/OP's failure to timely deliver a notice of objection or termination, any
such waiver shall be in writing. Furthermore, the election by CBL/OP to proceed
with the Closing and the disbursement of the Purchase Price shall be deemed
CBL/OP's waiver of any CBL/OP Closing Condition to the extent any such CBL/OP
Closing Condition has not been previously satisfied or waived.

5.3 Conditions Precedent to the Closing for the Benefit of Property Owner. The
 Closing and Property Owner's obligations with respect to the transaction
 contemplated by this Agreement are subject to the timely satisfaction or
 written waiver by the respective dates designated below of the following
 conditions precedent for Property Owner's benefit set forth below in this
 Section 5.3. The conditions precedent set forth below in this Section 5.3 are
 referred to collectively as the "Property Owner's Conditions Precedent" and
 individually as a "Property Owner's Condition Precedent."

5.3.1 CBL/OP's Deliveries. On or before the Closing Date, CBL/OP shall have
delivered to Escrow Agent all of the funds and documents as provided in Section
Section 3.7 and in Section 5.6 of this Agreement.

5.3.2 Intentionally omitted.

                                       20
<PAGE>

5.3.3 Covenants. As of the Closing Date, CBL/OP shall have performed all
material covenants and/or agreements to be performed by CBL/OP under this
Agreement and CBL/OP shall not be in default in the performance of any material
covenant or agreement to be performed by CBL/OP under this Agreement.

5.3.4 Title Policy. As of the Closing Date, the Title Company shall have issued
or irrevocably committed to issue the Title Policy to CBL/OP and/or CBL/OP,
subject to the limitations provided in Section 4.3.6 above.

5.3.5 Representations and Warranties. All representations and warranties of
CBL/OP contained in Section 7.6 of this Agreement shall be true and correct in
all material respects as of the date made and as of the Closing Date with the
same effect as if those representations and warranties were made at and as of
the Closing Date and CBL/OP shall have delivered to Property Owner a
certificate, dated as of the Closing Date, confirming (without material
exception or qualification) that all of the representations and warranties of
CBL/OP contained in this Agreement, are true and correct in all material
respects as of the Closing Date as if made on and as of the Closing Date (the
"CBL/OP Closing Certificate"). If the CBL/OP Closing Certificate shall contain
any material exception or qualification, then this condition shall not be deemed
satisfied to such effect.

5.3.6 Intentionally Omitted.

5.3.7 Intentionally Omitted .

5.3.8 Simultaneous Closings Under Other Mall Contracts. The transactions
contemplated under the Other Mall Contracts shall close simultaneously with the
Closing hereunder, except this shall not be a Property Owner Closing Condition
if the closing under the Other Mall Contracts shall fail to occur by reason of
the default of Property Owner or the contributors thereunder, and in such case,
the provisions of Section 2.3.2 shall apply.

Property Owner shall not willfully or in bad faith act or willfully or in bad
faith fail to act for the purpose of permitting any Property Owner Condition
Precedent to fail. In the event any of the foregoing Property Owner Conditions
Precedent are not satisfied (or otherwise waived by Property Owner) by the
respective dates designated above in this Section 5.3 for any reason other than
a default by CBL/OP or Property Owner hereunder, this Agreement shall terminate,
the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP
and neither party shall have any further rights or obligations under this
Agreement, except for the CBL/OP's Surviving Obligations; in the event the
failure of any CBL/OP Closing Condition is also a default by Property Owner, the
provisions of Section 10.2 shall govern; and in the event the failure of any
CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section
10.1 shall govern. Property Owner shall at all times prior to the termination of
this Agreement have the right to waive any of the Property Owner Conditions
Precedent. Any such waiver shall be in writing; provided, however, the election
by Property Owner to proceed with the Closing and the recording of the Special
Warranty Deed shall be deemed Property Owner's waiver of any Property Owner
Condition Precedent to the extent any such Property Owner Condition Precedent
has not been previously satisfied or waived.

                                       21
<PAGE>

5.4 Property Owner's Deliveries. On or prior to the Closing Date, Property Owner
 shall make the following deliveries to Escrow Agent:

5.4.1 Special Warranty Deed. Property Owner shall deliver a special warranty
deed in the form attached as Exhibit C hereto (the "Special Warranty Deed"),
executed and acknowledged by Property Owner, conveying the Real Property to
CBL/OP subject to the Permitted Exceptions, to all matters of record, and to
such facts as would be disclosed by an accurate survey.

5.4.2 Tenant Lease Assignment. Property Owner shall deliver two counterpart
originals of an assignment and assumption of leases in the form attached as
Exhibit D hereto (the "Assignment and Assumption of Tenant Leases"), executed by
Property Owner, as well as all tenant letters of credit.

5.4.3 Bill of Sale and General Assignment. Property Owner shall deliver two
counterpart originals of a bill of sale and general assignment in the form
attached as Exhibit E hereto (the "Bill of Sale and General Assignment"),
executed by Property Owner.

5.4.4 Non-Foreign Certificate. Property Owner shall deliver two counterpart
originals of a certification from Property Owner as required by the Foreign
Investors Real Property Tax Act, as amended, in the form attached as Exhibit F
hereto (the "FIRPTA Certificate"), executed by Property Owner.

5.4.5 Tenant Notices. Property Owner shall join with CBL/OP to execute a notice
in the form of Exhibit G hereto (the "Tenant/Anchor Notices") which CBL/OP shall
send to each Tenant under each of the Tenant Leases and to each Anchor Store
informing such Tenant or Anchor Store of the transfer of the Property and of the
assignment to CBL/OP of Property Owner's interest in, and obligations under, the
Tenant Leases (including, if applicable any Tenant Deposits) and directing that
all rent and other sums payable after Closing under each such Tenant Lease shall
be paid as set forth in the notice.

5.4.6 Estoppels. Property Owner shall deliver such Tenant Estoppel Certificates
and Anchor Estoppel Certificates as are in Property Owner's possession.

5.4.7 Closing Statement. Property Owner shall join with CBL/OP in delivering a
Closing Statement (defined hereinafter) reflecting the consideration paid at
Closing, with all adjustments as set forth herein, and all other costs of the
transaction that are customarily included on closing statements in the state
wherein the Property is located and pay any such net amount owing at Closing
after taking into account the credits and prorations set forth on the Proration
and Expense Schedule (as defined hereinafter).

5.4.8 Authority. Property Owner shall deliver evidence of the existence,
organization and authority of Property Owner and of the authority of the person
executing documents on behalf of Property Owner which evidence shall be subject
to the reasonable approval of CBL/OP.

5.4.9 Intentionally Omitted;

                                       22
<PAGE>

5.4.10      Intentionally Omitted.

5.4.11      Intentionally Omitted

5.4.12      Intentionally Omitted

5.4.13 Original Documents. Property Owner shall deliver to CBL/OP the original
Tenant Leases, Service Contracts that CBL/OP has elected to assume pursuant to
Section 4.7 above and licenses and permits, if any, assigned to CBL/OP and in
the possession of Property Owner or Property Owner's agents or Property Owner's
Property Manager, together with such leasing and property files and records
which are material in connection with the continued operation, leasing and
maintenance of the Property and the Books and Records.

5.4.14 Possession. Subject to the rights of Tenants and the Anchor Stores,
Property Owner shall deliver possession and occupancy of the Property together
with any keys, electronic pass cards or devices (to the extent in Property
Owner's possession or control) to all entrance doors and doors to equipment and
utility rooms and vault boxes located in or related to the Property.

5.4.15 Contract Termination. Property Owner shall deliver to CBL/OP such
evidence satisfactory to CBL/OP that the Property Management Agreement has been
terminated, and copies of all correspondence sent and received by Property Owner
relating to the termination of those Service Contract that CBL/OP has not agreed
to assume.

5.4.16 Updated Lease Schedule/Rent Roll; Property Owner Closing Certificate.
Property Owner shall deliver to CBL/OP an updated Lease Schedule/Rent Roll for
the Property reflecting the then-current status of all Tenant Leases as of the
Closing Date, together with the Property Owner Closing Certificate.

5.4.17      Intentionally Omitted.

5.4.18      Intentionally Omitted

5.4.19 Owner's  Affidavit.  The general partners of Property Owner shall deliver
to an Owner's Affidavit which shall be substantially in the form attached hereto
as Exhibit S.

5.4.20 Other Documents. Property Owner shall deliver such other documents as may
be reasonably required by Escrow Agent or the Title Company (provided, however,
no such additional document shall expand any obligation, covenant,
representation or warranty of Property Owner or result in any new or additional
obligation, covenant, representation or warranty of Property Owner under this
Agreement beyond those expressly set forth in this Agreement).

5.5 Existing Property Owner Debt. Property Owner shall be responsible for any
 prepayment penalties or other prepayment amounts owing to its current lender in
 connection with the payment of its existing debt and described on Schedule II
 hereof ("Existing Property Owner Debt").

                                       23
<PAGE>

5.6 CBL/OP's  Deliveries.  Prior to the Closing  Date,  CBL/OP shall  deliver to
Escrow Agent the following:

5.6.1 Funds. The Purchase Price, plus all net prorations, closing costs and
other funds required to be paid or provided by CBL/OP under this Agreement (all
monies CBL/OP is required to deliver shall be delivered by wire transfer of
immediately available funds to the account designated by Escrow Agent on the
Business Day immediately preceding the Closing Date so that the Closing may
occur and Escrow Agent will be able to disburse good funds to Property Owner no
later than 1:00 p.m. on the Closing Date).

5.6.2 Tenant Lease Assignment. CBL/OP shall deliver two counterpart originals of
the Assignment and Assumption of Tenant Lease executed by CBL/OP.

5.6.3 Bill of Sale and General Assignment.  CBL/OP shall deliver two counterpart
originals of the Bill of Sale and General Assignment, executed by CBL/OP ; -

5.6.4 Closing Statement. Join with Property Owner in delivering a Closing
Statement reflecting the consideration paid at Closing, with all adjustments as
set forth herein, and all other costs of the transaction that are customarily
included on closing statements in the state wherein the Property is located and
pay any such net amount owing at Closing after taking into account the credits
and prorations set forth on the Proration and Expense Schedule.

5.6.5 CBL/OP  Closing  Certificate.  CBL/OP shall deliver to Property  Owner the
CBL/OP Closing Certificate.

5.6.6 Authority. Evidence of the existence, organization and authority of CBL/OP
and of the authority of the persons executing documents on behalf of CBL/OP
reasonably satisfactory to the Title Company.

5.6.7 Other Documents. Such other documents as may be reasonably required by
Escrow Agent, Property Owner or the Title Company (provided, however, no such
additional document shall expand any obligation, covenant, representation or
warranty of CBL/OP or result in any new or additional obligation, covenant,
representation or warranty of CBL/OP under this Agreement beyond those expressly
set forth in this Agreement).

5.7   Intentionally Omitted.

5.8   Closing Costs.

5.8.1 Property's Owner's Closing Costs. Property Owner shall pay (a) the portion
of the premium for the Title Policy attributable to an ALTA Standard Coverage
Title Policy (as well as any endorsements which Property Owner agrees to have
issued to cure a Title Objection), (b) all legal and professional fees and fees
of other consultants incurred by Property Owner, (c) Intentionally Omitted, (d)
one-half of all Escrow fees and Escrow costs related to the sale of the Property
to CBL/OP (as opposed to any Escrow fees and Escrow costs related to any
financing obtained by CBL/OP which shall be paid by CBL/OP), (e) the payment to
Property Owner's Broker as provided in Section 5.9 below, and (f) any


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<PAGE>

pre-payment penalties or yield maintenance charges payable on any indebtedness
of Property Owner that is not a Permitted Exception.

5.8.2 CBL/OP's Closing Costs. CBL/OP shall pay (a) the excess portion of the
premium for the Title Policy attributable to an ALTA Extended Coverage Title
Policy (if the Title Policy is an ALTA Extended Coverage Title Policy), (b) the
cost of any endorsements to the Title Policy requested by CBL/OP (if the Title
Policy includes any endorsements) other than any endorsements which Property
Owner agrees to cause to be issued to cure a Title Objection, (c) any cost of
obtaining the Updated Survey, (d) the county and city transfer/recording taxes,
if any, assessed on the recording of the Special Warranty Deed conveying the
Property to CBL/OP, (e) all legal and professional fees and fees of other
consultants incurred by CBL/OP, (f) any and all Escrow fees and costs and any
other costs and expenses whatsoever related to any financing obtained by CBL/OP,
(g) all recording fees and charges, (h) one-half of all Escrow fees and Escrow
costs related to the sale of the Property to CBL/OP, and (i) all fees, costs,
charges, points, title insurance premiums, recording fees, mortgage registration
taxes for any financing obtained by CBL/OP and other costs and expenses incurred
in connection with the such financing.

5.8.3 General Allocation. Any other closing costs and expenses which are not
addressed in Section 5.8.1 and Section 5.8.2 above shall be allocated between
CBL/OP and Property Owner in accordance with the customary practice in the
jurisdiction in which the Property is located.

5.9 Real Estate Commissions. Property Owner shall be responsible for any
 commission, fee or other payment which may be due to Eastdil Realty Company,
 L.L.C., a New York limited liability company ("Property Owner's Broker") at
 Closing in connection with the transactions contemplated by this Agreement.
 Except for any commission that may be payable to Property Owner's Broker as set
 forth above, each party hereto hereby represents and warrants to the other
 party that no real estate brokerage commission is payable to any person or
 entity in connection with the transaction contemplated herein based upon any
 dealings or actions by the party making such representation. Each party further
 agrees to and shall indemnify, protect, defend and hold the other party
 harmless from and against the payment of any commission to any person or entity
 claiming by, through or under the indemnifying party. This indemnification
 shall extend to any and all claims, liabilities, costs, losses, damages, causes
 of action and expenses (including reasonable attorneys' fees and court costs)
 arising as a result of such claims and shall survive the Closing or any
 termination of this Agreement.

5.10 Real Estate Reporting Person. Escrow Agent is hereby designated the "real
 estate reporting person" for purposes of Section 6045 of Title 26 of the United
 States Code and Treasury Regulation 1.6045 4 and any settlement statement
 prepared by the Title Company shall so provide. Upon the Closing, CBL/OP and
 Property Owner shall cause Escrow Agent to file a Form 1099 information return
 and send the statement to each party as required under the aforementioned
 statute and regulation.

5.11 Post-Closing Access to Records. CBL/OP, Property Owner, and Property
 Owner's Property Manager shall cooperate with each other after Closing in case
 of either's need in response to any legal requirement, regulatory audit


                                       25
<PAGE>

 requirement, tax audit, tax return preparation, audit of common area
 maintenance or other charges assessed against Tenants or Anchor Stores or
 litigation threatened or brought against either the CBL/OP or Property Owner or
 other legitimate business reason, by allowing the other party and its agents or
 representatives access, upon reasonable advance notice (which notice shall
 identify the nature of the information sought by such party), at reasonable
 times to examine and make copies of any and all instruments, files and records
 pertaining to the Property with respect to any period of time prior to the
 Closing (including the Books and Records), which right shall survive Closing
 for a period of 7 years.

5.12 SEC Reporting Requirements. For the period commencing on the Execution Date
 and continuing through the first anniversary of the Closing Date, and without
 limitation of other document production otherwise required of Property Owner's
 Property Manager hereunder, Property Owner shall, or shall cause Property
 Owner's Property Manager to, from time to time, upon reasonable advance written
 notice from CBL/OP, provide CBL/OP and its representatives with (i) all
 financial, leasing and other information pertaining to the period of Property
 Owner's ownership and operation of the Property that is relevant and reasonably
 necessary, in the opinion of CBL/OP's outside, third party accountants (the
 "Accountants"), to enable CBL/OP and its Accountants to prepare financial
 statements and conduct audits of such financial statements in accordance with
 generally accepted auditing standards such that CBL/OP shall be in compliance
 with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05
 references Rule 3-14 of Regulation S-X of the regulations of the Securities and
 Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the
 regulations of the Commission, as applicable; (b) any other rule issued by the
 Commission and applicable to CBL/OP; and (c) any registration statement, report
 or disclosure statement filed with the Commission by or on behalf of CBL/OP;
 and (ii) a representation letter, signed by the individual(s) responsible for
 Property Owner's financial reporting, in the form prescribed by generally
 accepted auditing standards promulgated by the Auditing Standards Division of
 the American Institute of Certified Public Accountants, if such representation
 letter is required by the Accountants to render an opinion concerning Property
 Owner's financial statements.

                                   ARTICLE VI
                                   PRORATIONS

6.1 General. The following items set forth below in this Article VI are to be
 adjusted and prorated between Property Owner and CBL/OP as of 12:01 a.m. on the
 Closing Date (the "Adjustment Time"). All prorations shall be calculated as if
 the Property had been sold by Property Owner to CBL/OP on the Closing Date such
 that CBL/OP shall be deemed to own the Property, and therefore entitled to any
 revenues and responsible for any expenses, for the entire day upon which the
 Closing occurs). Such adjustments and prorations shall be calculated on the
 actual days of the applicable month and all annual prorations shall be based
 upon a 365 day year. The net amount resulting from the prorations and
 adjustments provided for in this Article VI (along with the allocation of
 Closing costs in accordance with Section 5.8 above) shall be added to (if such
 net amount is in Property Owner's favor) or deducted from (if such net amount
 is in CBL/OP's favor) the amount of the Purchase Price.

6.2 Real Estate Taxes. Real estate or ad valorem real property taxes,
 assessments (including installments of business improvement district charges
 and principal and interest installments due on any local improvement district


                                       26
<PAGE>

 liens, if any) and personal property taxes with respect to the Property
 (collectively, "Real Estate Taxes") shall be prorated based upon the latest
 available tax bill, such that Property Owner shall be responsible for all Real
 Estate Taxes levied against the Property for the period prior to the Adjustment
 Time and CBL/OP shall be responsible for all Real Estate Taxes levied against
 the Property for the period from and after the Adjustment Time. If the latest
 available tax bill is not the bill for the current tax year, then Real Estate
 Taxes shall be prorated based upon the latest tax information then available
 (including previous tax bills, current assessments and other information
 available from the taxing authorities) and CBL/OP and Property Owner shall
 re-prorate the Real Estate Taxes following the Closing as soon as the current
 tax bill or other current information becomes available. Any increase in Real
 Estate Taxes which is assessed following the Closing arising out of the sale of
 the Real Property to CBL/OP or a subsequent sale or change in ownership
 thereafter, and/or arising out of any construction or improvements to the Real
 Property prior to or following the Closing, shall be paid by CBL/OP when
 assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which
 the Closing occurs, net of the costs of pursuing any tax contest or protest
 proceedings and collecting such refunds, shall be prorated in proportion to the
 respective shares of such Real Estate Taxes borne by Property Owner and CBL/OP
 hereunder. The rights of Property Owner and CBL/OP to their respective shares
 of any refund of Real Estate Taxes shall be subject to the rights of the
 Tenants under the Tenant Leases in regard to Overage Rents, and any portion of
 any refund to which any Tenant is entitled shall be paid to CBL/OP (even if the
 refund pertains to a period prior to Closing) and CBL/OP covenants to promptly
 refund (or, in CBL/OP's case, credit) to the Tenants any refund of Real Estate
 Taxes due the Tenants. Notwithstanding any statement herein to the contrary,
 the parties agree that taxes shall be prorated on the basis that Property Owner
 is responsible for taxes and assessments relating to periods prior to the
 Closing and CBL/OP is responsible for taxes and assessments relating to periods
 from the Closing and thereafter, and the parties further agree that this tax
 proration shall apply regardless of whether the taxing authority assesses taxes
 in arrears, currently or prospectively.

6.3 Operating Expenses. As used herein, "Operating Expenses" means all fees and
 charges for sewer, water, electricity, heat and air-conditioning service and
 other utilities; common area maintenance charges; rental taxes, personal
 property taxes, business occupational taxes and municipal taxes other than Real
 Estate Taxes; landlord's contributions to merchant or project associations or
 to promotional funds; periodic charges payable under Service Contracts assigned
 to and assumed by CBL/OP; periodic fees payable under transferable licenses and
 permits for the operation (as opposed to the construction) of the Property; and
 any other costs and expenses with respect to the operation and maintenance of
 the Property. Subject to the provisions of Section 6.4.3 below, Operating
 Expenses shall be prorated as of the Adjustment Time such that Property Owner
 shall be responsible for all Operating Expenses attributable on an accrual
 basis to the period prior to the Adjustment Time and CBL/OP shall be
 responsible for all Operating Expenses attributable on an accrual basis to the
 period from and after the Adjustment Time. If invoices or bills for any of such
 costs and expenses are unavailable on or before the Closing Date, such costs
 and expenses shall be estimated and prorated at Closing based upon the latest
 information available (including prior bills and operating history) and a final
 and conclusive readjustment of any cost and expense item shall be made upon
 receipt of the actual invoice or bill, but in all events no later than 90 days
 following the Closing. CBL/OP shall take all steps necessary to effectuate the
 transfer of all utilities to CBL/OP's name as of the date of Closing, and where
 necessary, open a new account in CBL/OP's name and post deposits with the


                                       27
<PAGE>

 utility companies. CBL/OP and Property Owner's Property Manager shall cooperate
 to have all utility meters read by the appropriate utility companies as of the
 date of Closing. If CBL/OP and Property Owner's Property Manager are unable to
 obtain final meter readings as of the Closing Date from all applicable meters,
 such expenses shall be estimated at Closing based upon the operating history of
 the Property subject to the final adjustment in all events no later than 90
 days following the Closing as provided above in this Section 6.3. Property
 Owner shall be entitled to recover any and all deposits held by any utility
 companies as of the date of Closing, and if any such deposits are not returned
 to Property Owner on or before the Closing Date and are assigned to CBL/OP,
 such amounts shall be credited to Property Owner's account and increase the
 amount of funds payable by CBL/OP at Closing.

6.4   Rentals.

6.4.1 Certain Defined Terms. For purposes of this Agreement, the following terms
shall have the meanings set forth below in this Section 6.4.1:

(a) "Base Rents" means all fixed rents, base rents, minimum rents or basic
rentals payable in fixed installments for stated periods by Tenants under Tenant
Leases.

(b) "Overage Rents" means any additional rent, expense reimbursements, utility
charges, management charges, common area maintenance or "CAM" charges,
escalation rents, operating cost "pass-throughs," and "common area expenses"
payable by Tenants under Tenant Leases (whether based upon increases in
Operating Expenses, Real Estate Taxes, insurance costs or other operating
expenses or taxes or based upon increases in labor costs or cost of living or
porter's wages), together with any other additional rent payments based upon
Real Estate Taxes or Operating Expenses.

(c) "Percentage Rentals" means rents payable by a Tenant under a Tenant Lease
which are expressed as a fixed percentage or percentages of the gross receipts
or gross sales of the Tenant.

(d) "Rentals" means, collectively, all Base Rents, Overage Rents, Percentage
Rentals and other amounts paid or payable by Tenants under their respective
Tenant Leases in connection with their occupancy of the Property. "Rentals"
shall not include Tenant Security Deposits.

6.4.2 General. Property Owner shall be entitled to all Rentals attributable to
the period prior to the Adjustment Time and CBL/OP shall be entitled to all
Rentals attributable to the period from and after the Adjustment Time. The
amount of any Rentals collected by Property Owner prior to the Adjustment Time
and applicable to the period from and after the Adjustment Time shall be
credited to CBL/OP at the Closing. Any Rentals (other than Delinquent Rentals to
which Property Owner is entitled pursuant to Section 6.5 below) which are
received by Property Owner's Property Manager or the Property Owner
Representative subsequent to the Adjustment Time shall be promptly delivered to
CBL/OP. The provisions of this Section 6.4.2 are subject to Section 6.4.3,
Section 6.4.4 and Section 6.5 below.

6.4.3 Overage Rents. Overage Rents shall be separately prorated as of the
Adjustment Time in the manner provided in this Section 6.4.3. Such proration


                                       28
<PAGE>

shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon
the total annual Overage Rents due under each Tenant Lease for the calendar year
or the appropriate fiscal year as applicable under such Tenant Lease. The actual
fiscal year for Overage Rents under each Tenant Lease during which the Closing
occurs is hereinafter referred to as the "Applicable Overage Rent Year."
Non-delinquent Overage Rent collections for the month in which Closing occurs
shall be prorated in the same manner as other Rents. Subject to the preceding
sentence, to the extent a Tenant makes advance monthly installments or other
interim payments on account of projected Overage Rents, Property Owner shall
initially retain all such advance monthly installments or other interim payments
of projected Overage Rents received by Property Owner or Property Owner's
Property Manager on or prior to the Closing Date and CBL/OP shall initially
retain all such advance monthly installments or other interim payments of
projected Overage Rents received by CBL/OP following Closing. Upon the
expiration of the Applicable Overage Rent Year and the determination of the
actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and
Property Owner shall prorate the Overage Rents for the Applicable Overage Rents
Year as follows: (a) Property Owner shall be entitled to the portion of the
total annual Overage Rents due from each Tenant for the Applicable Overage Rent
Year equal to the product obtained by multiplying such total annual Overage
Rents by a fraction, the numerator of which fraction is the total amount of
Operating Expenses incurred by Property Owner which are to be reimbursed by
Tenants through Overage Rent for the portion of the Applicable Overage Rent Year
preceding the Adjustment Time and the denominator of which fraction is the total
amount of Operating Expenses incurred by Property Owner and CBL/OP which are to
be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent
Year; and (b) CBL/OP shall be entitled to the portion of the total annual
Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to
the product obtained by multiplying such total annual Overage Rents by a
fraction, the numerator of which fraction is the total amount of Operating
Expenses incurred by CBL/OP which are to be reimbursed by Tenants through
Overage Rent for the portion of the Applicable Overage Rent Year after the
Adjustment Time and the denominator of which fraction is the total amount of
Operating Expenses incurred by Property Owner and CBL/OP which are to be
reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year.
To the extent Property Owner has collected in advance monthly installments or
other interim payments of projected Overage Rents from a Tenant for the
Applicable Overage Rent Year which are in excess of the amount of Overage Rents
for such Tenant to which Property Owner is entitled hereunder, Property Owner
shall, within 10 Business Days after the year-end adjustment of Overage Rents,
reimburse CBL/OP for any part of such excess and upon such reimbursement CBL/OP
shall be responsible for any refunds and reimbursements due to the Tenant. To
the extent Property Owner has collected in advance monthly installments or other
interim payments of projected Overage Rents from a Tenant for the Applicable
Overage Rent Year which are less than the amount of Overage Rents for such
Tenant to which Property Owner is entitled hereunder, CBL/OP shall, to the
extent collected by CBL/OP, within 10 Business Days after the year-end
adjustment of Overage Rents, reimburse Property Owner the amount of any such
shortfall.

      Any Overage Rent dispute involving (A) a claim by a Tenant for
reimbursement or (B) disputing the amount of the expenses, and in the case of
either (A) or (B), relating to any period prior to Closing, shall be the
Property Owner's responsibility as to any sums owed to such Tenant, and any sums
deemed due from such Tenant for such periods shall likewise be the Property
Owner's. CBL/OP shall be responsible for such matters for periods from the date


                                       29
<PAGE>

of Closing and thereafter. CBL/OP shall be in control of all Overage Rent
disputes following the Closing but the parties agree to cooperate in any Overage
Rent dispute involving periods prior to the Closing and to provide information
and to assist each other in any litigation or other procedures that may ensue
with respect to such Overage Rent disputes. Any settlement of a CAM dispute for
periods prior to Closing shall require Property Owner's prior approval. Property
Owner shall be responsible for all court costs, legal fees (including CBL/OP's
attorney's fees and costs) and other costs in any such Overage Rent dispute
relating to periods prior to Closing, and CBL/OP shall be responsible for all
court costs, legal fees (including Property Owner's attorney's fees and costs)
and other costs in any such Overage Rent dispute relating to periods from the
date of Closing and thereafter. In the case of a multi-year Overage Rent dispute
in which a portion of the period at issue relates to periods prior to the
Closing and a portion relates to periods following the Closing, Property Owner
and CBL/OP shall each bear a pro rata share of the court costs, legal fees
(including CBL/OP's and Property Owner's attorney's fees) and other costs based
on the period involved (i.e., in the case of a CAM dispute involving 3 years, 2
prior to Closing and 1 following Closing, Property Owner shall be responsible
for 2/3 of the referenced costs and CBL/OP shall be responsible for 1/3).
Notwithstanding the foregoing, with respect to any multi-year Overage Rent
dispute relating to both periods prior to the Closing and periods after the
Closing, Property Owner shall have the right to settle such dispute with respect
to periods prior to the Closing, and upon consummation of such settlement, if
CBL/OP does not settle such dispute with respect to periods after the Closing
simultaneously, Property Owner shall have no obligation to bear any share of
court costs, legal fees or other costs pertaining to such dispute incurred after
consummation of such settlement.

6.4.4 Percentage Rentals. Percentage Rentals payable by Tenants under Tenant
Leases shall be separately prorated as of the Adjustment Time between CBL/OP and
Property Owner in the manner provided in this Section 6.4.4. Such proration
shall preliminarily be based on 105% of the Percentage Rentals received by
Property Owner for the year period preceding the Adjustment Time (the "Projected
Percentage Rentals"), with such amount being allocated in the following manner:
Property Owner shall be entitled to an amount equal to the product obtained by
multiplying the Projected Percentage Rentals by a fraction, the numerator of
which is the number of days between January 1, 2005 and the day preceding the
Adjustment Time, and the denominator of which is 365, and CBL/OP shall be
entitled to the balance of the Projected Percentage Rentals (the "Preliminary
Percentage Rent Proration"). Subsequent to the Closing Date, the Preliminary
Percentage Rent Proration shall be adjusted in the following manner: the
proration of Percentage Rentals shall be made on a Tenant Lease-by-Tenant Lease
basis and shall be based upon the fiscal year set forth in each applicable
Tenant Lease for the determination of Percentage Rental. The actual fiscal year
for Percentage Rental during which the Closing occurs is hereinafter referred to
as the "Applicable Percentage Rental Fiscal Year." Upon the expiration of the
Applicable Percentage Rental Fiscal Year, CBL/OP and Property Owner shall
prorate the total annual Percentage Rental due from a Tenant for such Tenant's
Applicable Percentage Rental Fiscal Year as follows: (a) Property Owner shall be
entitled to the portion of the Percentage Rental paid by each Tenant equal to
the product obtained by multiplying the total annual Percentage Rental paid by
such Tenant by a fraction, the numerator of which fraction is the number of days
in the Applicable Percentage Rental Fiscal Year preceding the Adjustment Time
and the denominator of which is the total number of days in the Applicable
Percentage Rental Fiscal Year; and (b) CBL/OP shall be entitled to the portion


                                       30
<PAGE>

of the Percentage Rental paid by each Tenant equal to the product obtained by
multiplying the total annual Percentage Rental paid by such Tenant by a
fraction, the numerator of which fraction is the total number of days in the
Applicable Percentage Rental Fiscal Year after the Adjustment Time and the
denominator of which is the number of days in the Applicable Percentage Rental
Fiscal Year. Any resulting adjustment shall be effected in conformance with
Section 6.9.

6.5 Delinquent Rentals. As used herein, "Delinquent Rentals" means Base Rents
 which are due and payable prior to or on the day of the Closing but which have
 not actually been collected by Property Owner as of the day of the Closing.
 Property Owner's account shall not be credited at the Closing for any
 Delinquent Rentals but Property Owner shall retain all right, title and
 interest to any Delinquent Rentals and CBL/OP shall have no rights to any
 Delinquent Rentals. From and after the Closing, Property Owner's Representative
 shall be entitled to institute legal proceedings and otherwise attempt to
 collect any Delinquent Rentals (but without seeking to evict the Tenant) and
 CBL/OP agrees, at the expense of Property Owner, to cooperate with Property
 Owner in connection with such collection efforts by Property Owner
 Representative. Any Delinquent Rentals received by CBL/OP subsequent to the
 Closing Date shall be first applied to accrued Rents (whether current or that
 became delinquent following the Closing) owing by the Tenant to CBL/OP, and the
 balance of Delinquent Rentals shall be promptly remitted to Property Owner.

6.6 Security Deposits. At the Closing, Property Owner shall retain the amount of
 any Security Deposits which are in cash form and CBL/OP shall receive a credit
 toward the Purchase Price for such cash Security Deposits. To the extent
 Property Owner is holding any Security Deposits in the form of a letter of
 credit, marketable security or other form of non-cash instrument, then, prior
 to the Closing, Property Owner shall deliver to the Escrow Agent the original
 letter of credit or other instrument and, at Property Owner's expense or the
 expense of the applicable Tenant, Property Owner's assignment of the letter of
 credit, marketable security or other form of non-cash instrument to CBL/OP and
 an undertaking by Property Owner, until such time as CBL/OP can reasonably
 obtain a replacement naming CBL/OP as the beneficiary thereof, to draw on or
 redeem the letter of credit, marketable security or other form of non-cash
 instrument which names Property Owner as beneficiary or payee at the direction
 and for the benefit of CBL/OP and at no cost, expense or liability to Property
 Owner.

6.7 Anchor Store Payments. Prorations of income and expenses attributable to the
Anchor Stores shall be made in the same manner as Tenant Leases .

6.8 Tenant Installation Expenses. As used herein, "Leasing Costs" means,
 collectively, any and all fees, costs, expenses and charges of the landlord
 arising out of or in connection with entering into any Tenant Lease, any new
 Tenant Lease for space at the Property and any extensions, renewals or
 expansions under any Tenant Lease, including (a) brokerage commissions and fees
 to effect any such leasing transaction (including any fees and commissions owed
 to Property Owner's Property Manager), (b) expenses ("Tenant Improvement
 Costs") incurred for repairs, improvements, equipment, painting, decorating,
 partitioning and other items to satisfy the Tenant's initial construction
 requirements with regard to such leasing transaction (including any
 improvements to the Property which are mandated pursuant to applicable building
 codes and other applicable governmental regulations solely by reason of the
 tenant improvements being made at the landlord's expense in connection with the


                                       31
<PAGE>

 leasing transaction), (c) reasonable legal fees for services in connection with
 the preparation of documents and other services rendered in connection with the
 effectuation of the leasing transaction, and (d) if there are any Rental
 concessions covering any period that the Tenant has the right to be in
 possession of the demised space, the Rentals that would have accrued during the
 period of such concession. With respect to the Pending Transactions (as defined
 below) and other Tenant Lease transactions approved by CBL/OP pursuant to
 Section 8.4, CBL/OP agrees that the commissions payable by CBL/OP shall be at
 the following rates: $5.00 per square foot for new Tenant Leases; $2.50 per
 square foot for Tenant Lease renewals; $1,000.00 for kiosk Tenant Leases.
 CBL/OP acknowledges that the benefits of Tenant Leases which are executed after
 the Effective Date of this Agreement and any amendments, modifications,
 supplements or extensions to existing Tenant Leases which are executed after
 the Effective Date of this Agreement as well as the benefits of any options
 under existing Tenant Leases which are exercised after the Effective Date of
 this Agreement, as well as the consummation of those leasing transactions
 ("Pending Transactions") described on the attached Exhibit W (whether
 consummated before or after the Effective Date) shall all primarily accrue to
 the benefit of CBL/OP. Except for the Pending Transactions, Property Owner
 shall be responsible for only (i) those Leasing Costs which are due and payable
 in connection with Tenant Leases which have been executed prior to the
 Effective Date of this Agreement, (ii) those Leasing Costs which are due and
 payable in connection with amendments, modifications, supplements or extensions
 to Tenant Leases which have been executed prior to the Effective Date of this
 Agreement, and (iii) those Leasing Costs which are due and payable in
 connection with options under Tenant Leases which have been exercised prior to
 the Effective Date of this Agreement. CBL/OP shall be responsible for (1) all
 Leasing Costs in connection with the Pending Transactions and with any Tenant
 Leases which are executed after the Effective Date of this Agreement (with
 CBL/OP's approval pursuant to Section 8.4 below); (2) all Leasing Costs in
 connection with any amendments, modifications, supplements or extensions of
 Tenant Leases which are executed following the Effective Date of this Agreement
 (with CBL/OP's approval pursuant to Section 8.4 below); and (3) all Leasing
 Costs as set forth in the applicable Tenant Lease in connection with options
 under Tenant Leases which are exercised after the Effective Date of this
 Agreement. Such Leasing Costs shall be apportioned at Closing to reflect the
 foregoing responsibilities. CBL/OP shall assume at Closing all tenant
 improvement construction contracts for tenant improvement work which is in
 progress as of the Closing and, to the extent the cost thereof is to be borne
 by the landlord under the applicable Tenant Lease, upon the Closing, CBL/OP
 shall receive a credit toward payment of the Purchase Price for any amounts due
 under such construction contracts assumed by CBL/OP and any other Leasing Costs
 which are the responsibility of Property Owner pursuant to this Section 6.8.
 CBL/OP acknowledges that tenant improvement and other work in connection with
 Tenant Leases is being performed by third party contractors and nothing
 contained in this Section 6.8 shall be deemed or construed to constitute any
 representation or warranty by Property Owner with respect to Leasing Costs,
 including the quality or workmanship of any tenant improvements under
 construction or to be constructed under existing Tenant Leases, and Property
 Owner hereby expressly disclaims any such representation or warranty. Without
 limiting the foregoing, CBL/OP shall look solely to the third party contractor
 to correct any defects or shortcomings in materials or workmanship and nothing
 contained in this Section 6.8 shall make Property Owner responsible for any
 such defects or shortcomings in any work performed in connection with Tenant
 Leases.

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<PAGE>

6.9 Adjustment Procedure. Not less than two Business Days prior to the Closing
 Date, Property Owner and CBL/OP shall agree upon a schedule of the allocation
 of costs and expenses to be made in accordance with Section 5.9 above and the
 prorations to be made in accordance with this Article VI (the "Proration and
 Expense Schedule"), which Proration and Expense Schedule shall be executed by
 Property Owner and CBL/OP, become a schedule to the closing statement described
 in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and utilized for purposes
 of making the adjustments to the Purchase Price at Closing for closing costs
 and prorations. As soon as practicable following the Closing (but in no event
 later than the first anniversary of the Closing, except that with respect to
 Real Estate Taxes, in no event later than fifteen (15) business days after
 receipt of the actual tax bill attributable for the calendar year 2005),
 Property Owner and CBL/OP shall reprorate the income and expenses set forth in
 this Article VI based upon actual bills or invoices received after the Closing
 (if original prorations were based upon estimates) and any other items
 necessary to effectuate the intent of the parties that all income and expense
 items be prorated as provided above in this Article VI. Any reprorated items
 shall be promptly paid to the party entitled thereto. Any payment by the
 Property Owner to CBL/OP pursuant to the preceding sentence shall be in cash.
 Any errors or omissions in computing adjustments at the Closing shall be
 promptly corrected, provided that the party seeking to correct such error or
 omission shall have notified the other party of such error or omission no later
 than the first anniversary of the Closing. The provisions of this Article VI
 shall survive the Closing.

6.10 Gift Certificates. At or prior to Closing, Property Owner shall terminate
 the gift certificate program currently in effect with respect to the Shopping
 Center ("Gift Certificate Program"). Gift certificates issued by Property Owner
 or on Property Owner's account prior to Closing which are outstanding on the
 Closing Date ("Outstanding Gift Certificates") shall be honored by CBL/OP after
 the Closing Date. At Closing, (i) Property Owner shall transfer and assign to
 CBL/OP any bank account or reserve established to cover the Outstanding Gift
 Certificates, and (ii) to the extent such bank accounts or reserves are
 insufficient to cover the Outstanding Gift Certificates, Property Owner s shall
 pay CBL/OP at Closing the amount of such deficiency. Except for any termination
 fee or damages payable in connection with the termination of the gift card
 fulfillment contract (which termination fee and damages will be handled in the
 manner descried in Section 4.7), Property Owner shall indemnify and hold
 harmless CBL/OP from any Losses that the CBL/OP may incur as a result of: (i)
 any claims, actions, suits or demands brought against the CBL/OP with respect
 to the Gift Certificate Program and/or the operations thereunder (except to the
 extent the CBL/OP fails to honor the Outstanding Gift Certificates after the
 Closing), (ii) the value of Outstanding Gift Certificates exceeding, in the
 aggregate, the total amount of the bank accounts or reserves assigned by
 Property Owner to CBL/OP at the Closing plus the amount paid by Property Owner
 to CBL/OP at the Closing in accordance with clause (ii) above). Such indemnity
 shall entail the provision of a defense by Property Owner for CBL/OP and
 payment of all attorneys fees and court costs associated therewith; and,
 notwithstanding anything to the contrary contained in this Agreement, shall not
 be subject to any limitations on liability or survival set forth in this
 Agreement (including, without limitation, Sections 7.3, 10.5 and 10.6 below) or
 subject to the provisions of the Indemnity Escrow Agreement. Property Owner's
 obligations under this Section 6.10 shall survive Closing.

                                       33
<PAGE>

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Property Owner. As a material inducement
 to CBL/OP entering into this Agreement and consummating the transactions
 contemplated hereby, Property Owner hereby makes the following representations
 and warranties to CBL/OP as of the Effective Date, subject to the terms set
 forth herein and subject to the items set forth on Schedule 7.1 attached hereto
 and made a part hereof (the "Disclosure Schedule"):

7.1.1 Power and Authority of Property Owner. Property Owner has the right, power
and capacity to execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by Property Owner and constitutes Property Owner's legal,
valid and binding obligation, enforceable in accordance with its terms (except
as may be limited by applicable bankruptcy, insolvency, moratorium and other
principles relating to or limiting the right of contracting parties generally).
The execution, delivery and performance of this Agreement has been duly and
validly authorized by Property Owner. The execution, delivery and performance by
Property Owner of this Agreement and the consummation of the transactions
contemplated hereby will not, with or without the giving of notice or the lapse
of time, or both, (i) violate any provision of law, statute, rule or regulation
to which such Property Owner is subject, (ii) violate any order, judgment or
decree applicable to Property Owner, (iii) violate, conflict with, or result in
a breach or default under, or cause the termination of, any term or condition of
any court order, restriction, agreement, document or other instrument to which
Property Owner is a party or by which Property Owner may be bound, or (iv)
except as contemplated by this Agreement, result in the creation of any lien,
charge or encumbrance upon the Property or any part thereof.

7.1.2 Intentionally Omitted

7.1.3 Intentionally Omitted

7.1.4 [Intentionally Omitted].  .

7.1.5 Deliveries at Closing. All documents to be executed by Property Owner
which are to be delivered to CBL/OP at the Closing will be, duly authorized,
executed, and delivered by the Property Owner, will be legal, valid, and binding
obligations of Property Owner (except as limited by applicable bankruptcy,
insolvency, moratorium and other principles relating to or limiting the right of
contracting parties generally).

7.1.6 Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by Property Owner in connection with entering into
this Agreement, the instruments referenced herein, and the consummation of the
transaction contemplated hereby. No consent of any partner, shareholder,
trustee, trustor, beneficiary, creditor, investor, judicial or administrative
body, governmental authority or other party is required for Property Owner to
consummate the transactions contemplated by this Agreement, or if required, such
consent has been obtained.

                                       34
<PAGE>

7.1.7 Individuals Authority. The individuals executing this Agreement and the
instruments referenced herein on behalf of Property Owner have the legal power,
right, and actual authority to bind Property Owner to the terms and conditions
hereof and thereof.

7.1.8 Tenant Leases. As of the Effective Date, the Property Owner is the lessor
or landlord or the successor lessor or landlord under the Tenant Leases. The
Lease Schedule/Rent Roll is true, accurate and correct in all material respects
with respect to (i) the description of the Tenant Leases; (ii) to Property
Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii)
the space occupied by the Tenants; (iv) the expiration dates of the Tenant
Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing
Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the
Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the
Tenant Leases are in full force and effect and have not been modified. There are
no written or oral promises, understandings or commitments between Property
Owner and any Tenant other than those contained in the Tenant Leases. To
Property Owner's knowledge, none of the Tenants have asserted any defense,
set-off or counterclaim or raised any dispute with regard to its tenancy or its
Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no
other leases or occupancy agreements to which Property Owner is a party
affecting the Property, no rents under any of the Tenant Leases have been
prepaid for more than one month, and there are no arrears in the payment of
rents for than one month. Other than Leasing Costs pursuant to the Pending
Transactions and other than the Tenant Leases or expansions or renewals between
the Effective Date and Closing which have been approved by CBL/OP, there are no
Leasing Costs for which CBL/OP shall become liable or that shall constitute a
lien on the Property after Closing. Property Owner has delivered to CBL/OP a
true, correct and complete copy of all Tenant Leases (including all amendments
thereto).

7.1.9 Contracts. Other than those which are cancelable on 30 days' notice
without payment of any fees, there are no service, supply, maintenance, repair,
construction or management contracts to which Property Owner is a party relating
to the Property which will be binding upon CBL/OP, or the Property following the
Closing, except as disclosed by the Title Documents and except as described in
Exhibit Z attached hereto.

7.1.10 Pending Actions. There is no pending (or to Property Owner's knowledge,
threatened) action, suit or proceeding before any court or other governmental
agency naming Property Owner as a party that arises out of Property Owner's
ownership of the Property (other than any pending proceeding to contest the Real
Estate Taxes assessment of the Property).

7.1.11 Governmental/Insurance Notices. Except as disclosed to CBL/OP in writing,
Property Owner has not received any written notice (a) from any city, county,
state or other governmental authority having jurisdiction over the Real Property
stating that the Real Property is in material violation of the laws, rules or
ordinances applicable to the Real Property including applicable parking ratios,
which violation has not been corrected prior to the Effective Date, or (b) from
Property Owner's insurance carriers regarding defects or material inadequacies
of all or any part of the Real Property or use or operation thereof, which
defects or inadequacies have not been corrected prior to the Effective Date.

                                       35
<PAGE>

7.1.12 Condemnation/Rezoning. Except as disclosed in the Title Documents or
otherwise disclosed to CBL/OP in writing, Property Owner has not received any
official notice from any governmental authority having jurisdiction over the
Real Property of (a) any actual or threatened condemnation of the Property or
any part thereof; or (b) any actual plan, study or effort to rezone the Real
Property or to widen, modify, regrade or realign any street or highway that
borders the Real Property. Except as set forth in the Property Records delivered
or made available to CBL/OP as provided in Section 4.2.1 above and except as
disclosed to CBL/OP in writing, Property Owner has not been served with any
complaint for any pending eminent domain proceeding with respect to the
Property.

7.1.13 Environmental Law Violations. Except as disclosed to CBL/OP in writing,
(a) Property Owner has not received any written notice of a material violation
of any federal, state, or local laws, ordinances, rules or regulations governing
the use, storage, treatment, transportation, generation or disposal of Hazardous
Substances with respect to the Real Property, and (b) to Property Owner's
knowledge, no person or entity has caused any Hazardous Substances to be
disposed of or released at the Real Property during Property Owner's period of
ownership of the Real Property, except for amounts of Hazardous Substances that
may be present in the ordinary course of the shopping center/retail business
conducted by Property Owner, Tenants, the Anchor Stores or other occupants of
the Real Property or in the ordinary course of the maintenance and operation of
the Real Property.

7.1.14 Lease Brokerage. Except as contemplated by Section 7.1.8, there are no
lease brokerage agreements, leasing commission agreements or other agreements
providing for payments by Property Owner or its successors or assigns of any
amounts for leasing activities or procuring Tenants with respect to the Property
including Tenant Lease renewals, expansions or modifications.

7.1.15 No Violations. To Property Owner's knowledge, (i) the Property is in
compliance with applicable fire, health, building, use, occupancy or zoning laws
(collectively, "Laws"), including but not limited to applicable parking ratios
and (ii) any work that is required by any Laws to be done upon or in connection
with the Property has been done except for such work that may remain outstanding
and, if unaddressed, would not have a material adverse effect on the use of the
Property as currently owned and operated.

7.1.16      Intentionally Omitted.

7.1.17 Taxes.  To Property  Owner's  Knowledge,  no application or proceeding is
pending  seeking  any  increase or  reduction  in taxes or  assessments  for the
Property.

7.1.18 Financial/Operating Statements. The financial statements with respect to
the Property provided by Property Owner to CBL/OP (i) were materially accurate
as of the date and for the period(s) presented in such statements, and (ii)
accurately reflected the financial condition and results of operations of the
Property as of the period(s) presented.

7.1.19      Delivery of Environmental Reports and Property Condition Reports.

(i) Property Owner has delivered to CBL/OP or made available to CBL/OP all
environmental reports in the possession of Property Owner or Property Owners'


                                       36
<PAGE>

Property Manager (the "Existing Environmental Reports"). With respect to any
other environmental report not currently in Property Owner's possession, but
previously commissioned by or for the benefit of Property Owner or any lender to
Property Owner with respect to the Property or with respect to conditions that
may impact the Property (the "Prior Reports"), no such Prior Report contains
information which is materially inconsistent with the Existing Environmental
Reports.

(ii) Property Owner has delivered to CBL/OP or made available to CBL/OP all
reports in Property Owner's possession prepared within the five (5) year period
prior to the Effective Date that Property Owner has caused to be prepared or
that were prepared by or for any other person or entity with respect to the
Property or any portion of the Property that are in the nature of engineering
reports, reports of physical conditions of Improvements and/or any other reports
of other conditions at, on or impacting the Property that called for or
recommended repairs or capital expenditures in excess of $25,000.

7.1.20 Adjacent Property. Neither Property Owner nor any partner or affiliate of
Property Owner owns any interest in any real property that is adjacent to the
Land or that is within a one-mile radius of the Land.

7.1.21 Employees. Property Owner neither has, nor has ever had, any employees.

7.1.22      Intentionally Omitted.

7.2 Definition of Property Owner's Knowledge. For purposes of this Agreement,
 whenever the phrase "to the knowledge of Property Owner" or words of similar
 import are used, they shall be deemed to refer to the present actual (as
 opposed to constructive or imputed) knowledge of either Troy Marquis or Irwin
 Blitt, only, without any investigation or inquiry whatsoever by said
 individuals. CBL/OP acknowledges that the individuals named above are named
 solely for the purpose of defining and narrowing the scope of Property Owner's
 knowledge and not for the purpose of imposing any liability on or creating any
 duties running from such individual to CBL/OP. CBL/OP covenants that CBL/OP
 will bring no action of any kind against such individual or any officer,
 director, member, partner, shareholder, agent, representative, or advisor of
 Property Owner in such capacity arising out of the representations and
 warranties made by Property Owner in this Agreement.

7.3 Survival Period. The representations and warranties of Property Owner set
 forth in Section 7.1 and the indemnification obligations under Section 10.4.2
 shall survive until only the date which is one (1) year following the Closing
 (the "Expiration Date") (other than those representations and warranties set
 forth in Sections 7.1.1 through 7.1.7 and the indemnification obligations under
 Section 10.4.2, but only to the extent the indemnification obligations cover
 breaches of the representation and warranties set forth in Sections 7.1.1
 through 7.1.7, which shall survive until the date which is five (5) years
 following the Closing Date (the "Extended Expiration Date")) and shall
 automatically expire upon the Expiration Date (or Extended Expiration Date, as
 applicable) unless CBL/OP files a written claim against Property Owner with
 respect to any alleged breach prior to the Expiration Date (or Extended
 Expiration Date, as applicable) and commences suit within six (6) months
 following the filing of such claim (and, in the event any such suit is timely


                                       37
<PAGE>

 commenced by CBL/OP against Property Owner, shall survive thereafter only
 insofar as the subject matter of the alleged breach specified in such suit is
 concerned). If suit is not timely commenced by CBL/OP within the time period
 stated above, then Property Owner's representations and warranties and
 indemnifications obligations shall thereafter be void and of no force or
 effect.

7.4 Third Party Information. Notwithstanding anything to the contrary contained
 herein, and without limiting Article IX below, Property Owner shall not have
 any liability, obligation or responsibility of any kind to CBL/OP, any of
 CBL/OP's agents, members, partners, employees, representatives, related and
 affiliated entities, successors and assigns, or any other party claiming by,
 under or through CBL/OP (collectively, "CBL/OP Parties") with respect to the
 following: (a) the content or accuracy of any report, study, opinion or
 conclusion of any soils, toxic, environmental or other engineer or other person
 or entity who has examined the Property or any aspect thereof; (b) the content
 or accuracy of any information released to CBL/OP by an engineer or planner in
 connection with the Property; (c) the availability of building or other permits
 or approvals for the Property by any state or local governmental bodies with
 jurisdiction over the Property; (d) any of the items delivered or made
 available to CBL/OP pursuant to CBL/OP's review of the Property or the Property
 Records or the condition of the Property which have been prepared by anyone
 other than Property Owner (including any of the Title Documents); or (e) the
 content or accuracy of any other development or construction cost, projection,
 financial or marketing analysis given to CBL/OP by Property Owner or reviewed
 by CBL/OP with respect to the Property; provided that, in each case stated
 above, to the extent that Property Owner furnished or made available any
 documents or materials to CBL/OP, Property Owner represents and warrants that,
 to Property Owner's knowledge, such documents and materials are true and
 correct copies of those documents and materials contained in Property Owner's
 files. Under no circumstances whatsoever shall information possessed by or
 known to any person or entity other than Property Owner (including Property
 Owner's consultants, attorneys, agents and advisors or their respective
 employees or representatives) be imputed or attributed to Property Owner.

7.5 CBL/OP's Knowledge. For purposes of this Agreement, whenever the phrase "to
 the knowledge of CBL/OP" or "CBL/OP has actual knowledge" or words of similar
 import are used, they shall be deemed to refer to the present actual (as
 opposed to constructive or imputed) knowledge of Stephen Lebovitz, Keith
 Honnold and/or Jay Wiseman without any investigation or inquiry whatsoever by
 said individual. Property Owner acknowledges that the individual named above is
 named solely for the purpose of defining and narrowing the scope of CBL/OP's
 knowledge and not for the purpose of imposing any liability on or creating any
 duties running from such individual to Property Owner. Property Owner covenant
 that they will bring no action of any kind against such individual or any
 officer, director, member, partner, shareholder, agent, representative, or
 advisor of CBL/OP arising out of the representations and warranties made by
 CBL/OP in this Agreement. Notwithstanding anything to the contrary contained in
 this Agreement, Property Owner shall not have any liability, obligation or
 responsibility of any kind to CBL/OP or any other CBL/OP Party with respect to
 any representation or warranty contained in Section 7.1 above if, prior to the
 Closing, CBL/OP has actual knowledge that such representation or warranty is
 untrue or incorrect, or to the extent that any Tenant Estoppel Certificate or
 Anchor Estoppel Certificate received by CBL/OP prior to Closing discloses
 information which is inconsistent with such representations and warranties.

                                       38
<PAGE>

7.6 Representations and Warranties of CBL/OP. CBL/OP represents and warrants to
 Property Owner that upon approval of CBL/REIT's Board of Directors as described
 in Section 13.2 hereof, the following matters are true and correct as of the
 Effective Date:

7.6.1 Legal Power. CBL/OP will have the legal power, right and authority to
enter into this Agreement and the instruments referenced herein, and to
consummate the transaction contemplated hereby.

7.6.2 Duly Authorized. This Agreement is, and all the documents executed by
CBL/OP which are to be delivered to Property Owner at the Closing will be, duly
authorized, executed, and delivered by CBL/OP, and is and will be legal, valid,
and binding obligations of CBL/OP (except as may be limited by applicable
bankruptcy, insolvency, moratorium and other principles relating to or limiting
the right of contracting parties generally).

7.6.3 Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by CBL/OP in connection with entering into this
Agreement and the instruments referenced herein and by the Closing all such
necessary action will have been taken to authorize the consummation of the
transaction contemplated hereby. By the Closing no additional consent of any
partner, shareholder, trustee, trustor, beneficiary, creditor, investor,
judicial or administrative body, governmental authority or other party shall be
required for CBL/OP to consummate the transaction contemplated by this
Agreement.

7.6.4 Individuals Authority. The individuals executing this Agreement and the
instruments referenced herein on behalf of CBL/OP have the legal power, right,
and actual authority to bind CBL/OP to the terms and conditions hereof and
thereof.

                                  ARTICLE VIII
                               OPERATING COVENANTS

      Property Owner hereby agrees to the following covenants:

8.1 Insurance. Until the Closing, Property Owner shall keep the Property insured
 against fire, vandalism and other loss, damage and destruction with the same
 coverage, policy limits and deductible amounts as are currently maintained by
 Property Owner.

8.2 Operation of Property. Until the Closing, Property Owner shall operate the
 Property in the manner as Property Owner has previously done and Property Owner
 shall maintain and repair the Property through the Closing in a manner
 consistent with the manner in which Property Owner maintained and repaired the
 Property prior to the date of this Agreement, subject to the limitations on
 Property Owner's obligation to pay costs of repair and maintenance as set forth
 in Section 8.3 below.

8.3 Capital Improvements. Subject to Property Owner's obligations under Section
 8.2 above, from and after the Effective Date until the Closing, Property Owner
 shall not undertake any capital improvements or material alterations or
 renovations to the Real Property (including any which are recommended in any of
 the Property Records delivered or made available to CBL/OP or in any of the
 CBL/OP's Information), except as may be required under Tenant Leases or
 governmental regulations, without the prior written consent of CBL/OP. To the


                                       39
<PAGE>

 extent Property Owner is required (whether pursuant to Section 8.2, or under
 Tenant Leases, or governmental regulations) or Property Owner receives CBL/OP's
 consent, pursuant to the foregoing sentence, to undertake any capital
 improvements or material alterations to the Real Property, Property Owner shall
 not be required to pay for capital improvements (excluding Tenant Improvement
 Costs, which shall be borne by the parties as provided in Section 6.8 above,
 and shall not be subject to the limitations in this Section 8.3) or maintenance
 and repair expenses in excess of One Hundred Thousand Dollars ($100,000). If
 the aggregate amount incurred by Property Owner for capital improvements
 (excluding Tenant Improvement Costs) under this Section 8.3 and maintenance and
 repair expenses under the Section 8.2 above, exceeds One Hundred Thousand
 Dollars ($100,000), provided the Closing occurs, CBL/OP shall reimburse
 Property Owner at Closing for the amount so expended in excess of One Hundred
 Thousand Dollars ($100,000); provided, further, that if the total reimbursement
 required of CBL/OP pursuant to this provision shall exceed Nine Hundred
 Thousand Dollars ($900,000), CBL/OP shall have the right to terminate this
 Agreement by written notice to Property Owner, in which event the Letter of
 Credit or the Deposit, as applicable, shall be returned to CBL/OP.

8.4 Leasing. From and after the Effective Date, Property Owner shall not enter
 into any new Tenant Leases or amend, modify, supplement, terminate or extend
 the existing Tenant Leases without the prior written consent of CBL/OP. CBL/OP
 shall have 5 Business Days following CBL/OP's receipt of any such draft of a
 proposed new Tenant Lease or proposed amendment, modification, supplement,
 termination or extension of a Tenant Lease to review and approve such draft,
 which approval shall not be unreasonably withheld, delayed or conditioned with
 respect to the Pending Transactions (subject to clause (c) below), and which
 approval shall be in CBL/OP's sole discretion in all other cases (except as
 provided in the last sentence of this Section 8.4). The failure of CBL/OP to
 notify Property Owner in writing within 5 Business Days of CBL/OP's disapproval
 of any draft delivered to CBL/OP shall be deemed to constitute CBL/OP's
 approval thereof. Notwithstanding anything to the contrary contained herein,
 CBL/OP shall not be entitled to disapprove any term, condition or other
 provision of a subsequent draft of a proposed new Tenant Lease or a subsequent
 draft of a proposed amendment, modification, supplement, termination or
 extension of a Tenant Lease delivered to CBL/OP which (a) has not been changed
 or modified from any prior draft approved or deemed approved by CBL/OP, or (b)
 constitutes merely a clarification of a term or provision of a proposed new
 Tenant Lease or proposed amendment, modification, supplement, termination or
 extension of a Tenant Lease without changing the substance thereof or another
 immaterial change or revision to a proposed new Tenant Lease or proposed
 amendment, modification, supplement, termination or extension of a Tenant
 Lease, or (c) is set forth on Exhibit W with respect to the Pending
 Transactions.

8.5 New Contracts. Except as permitted under the terms of this Agreement,
 Property Owner shall not enter into any new contract or other agreement
 affecting the Property (including but not limited to any transfer of any
 interest in the Property or placement or allowance of placement of any mortgage
 or lien against the Property) which would survive the Closing (other than new
 Tenant Leases pursuant to Section 8.4 above); provided that no consent of
 CBL/OP shall be required as to any proposed contract or other agreement which
 is entered into in the course of Property Owner's ordinary course of operating
 and maintaining the Property and which provides it is terminable upon 30 days
 (or less) notice without premium or penalty payable by CBL/OP.

                                       40
<PAGE>

8.6 Liens. From the Effective Date until Closing, except for the Permitted
 Exceptions, Property Owner shall not create or consent to the creation of any
 security interests, liens, easements or other title conditions affecting any
 portion of the Property, without the prior written consent of CBL/OP, which
 shall not be unreasonably withheld.

8.7 Tenant Lease Defaults. From the Effective Date until Closing, Property Owner
 shall promptly notify CBL/OP in writing of (i) the occurrence of any material
 default under any Tenant Lease, which shall include, without limitation, any
 monetary defaults by Tenants in excess of $50,000.00 in the aggregate
 (regardless of whether Property Owner elects to declare a default) under the
 Tenant Leases, and (ii) any notice or correspondence received by Property Owner
 or Property Owner's Property Manager from a Tenant or an Anchor Store with
 respect to the Property where such notice or correspondence includes any
 notice, threat or reference by such Tenant or Anchor Store of any default or
 breach or potential default or potential breach under a Lease or where such
 notice or correspondence includes any notice of an intent or threat to
 terminate a Tenant Lease.

8.8 Transfers. From the Effective Date until Closing, Property Owner shall not
 (i) other than due to a casualty, condemnation or as required by law, offer to
 sell, or sell, mortgage, pledge, hypothecate or otherwise transfer or dispose
 of all or any part of the Property or any interest therein, or (ii) list the
 Property or any part thereof with any broker (other than extending the existing
 listing with Property Owner's Broker) or otherwise offer or solicit offers for
 the sale or transfer of the Property to any person or entity other than the
 CBL/OP.

8.9 Litigation. From the Effective Date until Closing, Property Owner shall give
 CBL/OP prompt notice of the institution of any litigation, arbitration or other
 administrative proceeding of which Property Owner becomes aware involving the
 Property or that could impact Property Owner's interest in the Property and
 will allow CBL/OP, if requested by CBL/OP, to participate in any decision to
 settle such matters and CBL/OP shall be entitled to approve or disapprove any
 settlement of such matters that, in the case of any of the foregoing, may have
 any material adverse impact on the Property following the Closing (it being
 agreed that a settlement which merely requires the payment of money by Property
 Owner and/or its insurers, and does not impose any future obligations
 concerning operation of the Property will be deemed not to have a material
 adverse impact on the Property following the Closing).

8.10 Schedule and Exhibit Updates. Property Owner shall notify CBL/OP of (i) any
 circumstance known to Property Owner that would result in a change to any
 Schedule or Exhibit or (ii) any discovery (or remembrance) of facts which would
 render any Schedule or Exhibit inaccurate or incomplete within a reasonable
 time following Property Owner's knowledge of the occurrence of such
 circumstance or discovery of such facts.

8.11  Intentionally Omitted

8.12 Employees of the Property Owner. By the Closing Date, Property Owner hereby
 covenants to terminate all of the employees employed by the Property Owner in
 connection with the operation of the Shopping Center at Property Owner's sole
 cost and expense; and shall pay, at Property Owner's sole cost and expense, any
 and all wages, severances, bonuses, retirement packages and other
 considerations that such terminated employees are entitled to receive.

                                       41
<PAGE>

                                   ARTICLE IX
                                  "AS-IS" SALE

9.1 Disclaimer of Representations and Warranties by Property Owner.
 Notwithstanding anything contained in this Agreement to the contrary, except
 for those representations and warranties expressly made by Property Owner in
 Section 7.1 above, it is understood and agreed that neither Property Owner nor
 any of Property Owner's respective agents, employees, contractors or
 representatives, nor any other person purporting to act on behalf of Property
 Owner, has made and is not now making, and CBL/OP has not relied upon and will
 not rely upon (directly or indirectly), any warranties or representations of
 any kind or character, express or implied, oral or written, past, present or
 future, with respect to the Property, including warranties or representations
 as to (a) matters of title, (b) environmental matters relating to the Property
 or any portion thereof, (c) geological conditions, including subsidence,
 subsurface conditions, water table, underground water reservoirs, limitations
 regarding the withdrawal of water and earthquake faults and the resulting
 damage of past and/or future earthquakes, (d) whether, and to the extent to
 which, the Property or any portion thereof is affected by any stream (surface
 or underground), body of water, flood prone area, flood plain, floodway or
 special flood hazard, (e) drainage, (f) soil conditions, including the
 existence of instability, past soil repairs, soil additions or conditions of
 soil fill, or susceptibility to landslides, or the sufficiency of any
 undershoring, (g) zoning to which the Property or any portion thereof may be
 subject, (h) the availability of any utilities to the Property or any portion
 thereof including water, sewage, gas and electric, (i) usages of adjoining
 property, (j) access to the Property or any portion thereof, (k) the value,
 compliance with the plans and specifications, size, location, age, use, design,
 quality, descriptions, suitability, seismic or other structural integrity,
 operation, title to, or physical or financial condition of the improvements or
 any other portion of the Property, (l) any income, expenses, charges, liens,
 encumbrances, rights or claims on or affecting or pertaining to the Property or
 any part thereof, (m) the presence of hazardous substances in or on, under or
 in the vicinity of the Property, (n) the condition or use of the Property or
 compliance of the Property with any or all past, present or future federal,
 state or local ordinances, rules, regulations or laws, building, fire or zoning
 ordinances, codes or other similar laws, (o) the existence or non-existence of
 underground storage tanks, (p) any other matter affecting the stability or
 integrity of the Real Property, (q) the potential for further development of
 the Property, (r) the existence of vested land use, zoning or building
 entitlements affecting the Property, (s) the merchantability of the Property or
 fitness of the Property for any particular purpose (CBL/OP affirming that
 CBL/OP has not relied on the skill or judgment of Property Owner, Property
 Owner's Property manager, or any of their respective agents, employees,
 contractors or representatives to select or furnish the Property for any
 particular purpose, and that Property Owner does not make any warranty that the
 Property is fit for any particular purpose) or (t) tax consequences (including
 the amount, use or provisions relating to any tax credits). CBL/OP further
 acknowledges that any information of any type which CBL/OP has received or may
 receive from Property Owner or any of its agents, employees, contractors or
 representatives, including any environmental reports and survey, is furnished
 on the express condition that CBL/OP shall not rely thereon, but shall make an
 independent verification of the accuracy of such information, all such
 information being furnished without any representation or warranty whatsoever.

                                       42
<PAGE>

9.2 Sale "As Is". CBL/OP represents and warrants that CBL/OP is a knowledgeable,
 experienced and sophisticated buyer of real estate and that CBL/OP has relied
 and shall rely solely on (a) CBL/OP's own expertise and that of CBL/OP's
 advisors and consultants in purchasing the Property, and (b) CBL/OP's own
 knowledge of the Property based on CBL/OP's investigations and inspections of
 the Property. CBL/OP has conducted such inspections and investigations of the
 Property as CBL/OP deems necessary, including the physical and environmental
 conditions thereof, and shall rely upon same. Upon Closing, CBL/OP shall assume
 the risk that adverse matters, including adverse physical and environmental
 conditions, may not have been revealed by CBL/OP's inspections and
 investigations. CBL/OP acknowledges and agrees that upon Closing, Property
 Owner shall convey to CBL/OP and CBL/OP shall accept the Property based on the
 condition of the Property being "as is, where is," with all faults and defects
 (latent and apparent). CBL/OP further acknowledges and agrees that there are no
 oral agreements, warranties or representations with respect to the Property
 made by Property Owner, or any agent, employee, contractor or representative of
 either of them except for representations and warranties made by Property Owner
 in this Agreement or any document delivered at or prior to Closing pursuant
 hereto. The terms and conditions of Section 9.1 and this Section 9.2 shall
 expressly survive the Closing, shall not merge with any Closing Documents.
 Property Owner is not liable or bound in any manner by any oral or written
 statements, representations or information pertaining to the Property furnished
 by Property Owner's Property Manager, Property Owner's broker or any other real
 estate broker, or any contractor, agent, or other third person. CBL/OP
 acknowledges that the Purchase Price reflects the "as is" condition of the
 Property and any faults, liabilities, defects or other adverse matters that may
 be associated with the Property except for representations and warranties made
 by Property Owner in this Agreement or any document delivered at or prior to
 Closing pursuant hereto. CBL/OP has fully reviewed the disclaimers and waivers
 set forth in this Agreement with CBL/OP's counsel and understands the
 significance and effect thereof.

9.3 CBL/OP Acknowledgments. CBL/OP acknowledges and agrees that (a) to the
 extent required to be operative, the disclaimers of warranties contained in
 Section 9.1 and Section 9.2 above are "conspicuous" disclaimers for purposes of
 all applicable laws and other legal requirements, and (b) the disclaimers and
 other agreements set forth in Section 9.1 and Section 9.2 are an integral part
 of this Agreement, that the Purchase Price has been adjusted to reflect the
 same and that Property Owner would not have agreed to consummate the
 transactions contemplated hereby without the disclaimers and other agreements
 set forth in Section 9.1 and Section 9.2 above.

9.4 CBL/OP Represented by Counsel. CBL/OP hereby represents and warrants to
 Property Owner that: (a) CBL/OP is not in a significantly disparate bargaining
 position in relation to Property Owner; (b) CBL/OP is represented by legal
 counsel in connection with the transaction contemplated by this Agreement; and
 (c) CBL/OP is acquiring the Property for business, commercial, investment or
 other similar purposes.

9.5   CBL/OP's Release of Property Owner.

9.5.1 Property Owner Released From Liability. Subject to those obligations
(including, without limitation, representations and warranties) of Property
Owner which this Agreement specifically provides shall survive the Closing,


                                       43
<PAGE>

CBL/OP hereby waives its and their right to recover from and fully and
irrevocably releases Property Owner, Property Owner's Property Manager and
Property Owner's employees, officers, directors, representatives, agents,
advisors, servants, attorneys, affiliates, parent, subsidiaries, successors and
assigns, and all persons, firms, corporations and organizations acting on
Property Owner's behalf (the "Released Parties") from any and all claims,
responsibility and/or liability that CBL/OP may now have or hereafter acquire
against any of the Released Parties for any costs, loss, liability, damage,
expenses, demand, action or cause of action arising from or related to (a) the
physical, environmental and structural condition (including any construction
defects, errors, omissions or other conditions, latent or otherwise), valuation,
salability or utility of the Property, or its suitability for any purpose
whatsoever, (b) the presence of any environmental problems, or the use,
presence, storage, release, discharge, or migration of Hazardous Substances on,
in, under or around the Property regardless of when such Hazardous Substances
were first introduced in, on or about the Property, and (c) the presence,
release and/or remediation of asbestos and asbestos containing materials in, on
or about the Property regardless of when such asbestos and asbestos containing
materials were first introduced in, on or about the Property. Notwithstanding
the foregoing, the Released Parties shall not be deemed to include contractors,
subcontractors and other persons who are unaffiliated with Property Owner and
who have supplied labor, materials or equipment to a work of improvement at the
Real Property. This release includes claims of which CBL/OP is presently unaware
or which CBL/OP does not presently suspect to exist which, if known by CBL/OP,
would materially affect CBL/OP's release of the Released Parties. CBL/OP
specifically waives the provision of any statute or principle of law, which
provides otherwise. In this connection and to the extent permitted by law,
CBL/OP agrees, represents and warrants that CBL/OP realizes and acknowledges
that factual matters now unknown to CBL/OP may have given or may hereafter give
rise to causes of action, claims, demands, debts, controversies, damages, costs,
losses and expenses which are presently unknown, unanticipated and unsuspected,
and CBL/OP further agrees, represents and warrants that the waivers and releases
herein have been negotiated and agreed upon in light of that realization and
that CBL/OP nevertheless hereby intends to release, discharge and acquit
Property Owner from any such unknown causes of action, claims, demands, debts,
controversies, damages, costs, losses and expenses.

9.5.2 Claims Under Environmental Laws. As used herein, (a) "Environmental Laws"
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource
Conservation and Recovery Act (42 U.S.C. Section 6902 et seq.), as amended, or
any similar federal, state or local law, ordinance, rule or regulation
applicable to the Property (including any principles of common law or common law
theories); and (b) "Hazardous Substances" means any hazardous, toxic or
dangerous waste, substance or material, any pollutant or contaminant, or any
substance which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance
which contains gasoline, diesel fuel or other petroleum hydrocarbons,
polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde or asbestos; and
(c) "Unknown Environmental Liabilities" means future obligations to remediate
Hazardous Substances which are located on the Property prior to the Closing,
whether or not such Hazardous Substance is disclosed by any of the Property
Records, CBL/OP's Information or any other source prior to the Closing. Without
limiting the foregoing provisions of this Article IX and notwithstanding the
provisions of any Environmental Laws to the contrary, but subject to (and
without waiving in any respect) the representations and warranties made by


                                       44
<PAGE>

Property Owner in Sections 7.1.11, 7.1.13 and 7.1.19 above, (i) Unknown
Environmental Liabilities relating to the Property which exist on or before the
Closing shall be borne solely by CBL/OP, and (ii) Property Owner shall be deemed
to be released from all Unknown Environmental Liabilities pursuant to Section
9.5.1 above. Without limiting the foregoing, but subject to (and without waiving
in any respect) the representations and warranties made by Property Owner in
Sections 7.1.11, 7.1.13 and 7.1.19 above, CBL/OP hereby waives and agrees not to
commence any action, legal proceeding, cause of action or suits in law or
equity, of whatever kind or nature, including a private right of action under
the federal superfund laws, 42 U.S.C. Sections 9601 et seq. or any other
Environmental Laws (as such laws and statutes may be amended, supplemented or
replaced from time to time), directly or indirectly, against the Released
Parties in connection with Unknown Environmental Liabilities or any other claims
relating to Hazardous Substances at the Property or arising under Environmental
Laws with respect to the Property.


                                     /s/ KLH
                                CBL/OP'S INITIALS

9.5.3 Survival. The foregoing provisions of this Article IX, including the
waivers and releases by CBL/OP, shall survive the Closing.

                                   ARTICLE X
                                    REMEDIES

10.1 Liquidated Damages; Property Owner's Remedies. In the event the Closing and
 the consummation of the transaction contemplated herein do not occur as
 provided herein by reason of any breach of CBL/OP, CBL/OP, and Property Owner
 agree that it would be impractical and extremely difficult to estimate the
 damages which Property Owner may suffer as a result thereof. Therefore, CBL/OP
 and Property Owner do hereby agree that a reasonable estimate of the total net
 detriment that Property Owner would suffer in the event that CBL/OP breaches
 this Agreement and fails to complete the purchase of the Property is and shall
 be, as Property Owner's sole and exclusive remedy (whether at law or in
 equity), and as the full, agreed and liquidated damages for such breach, an
 amount equal to the Deposit (it being agreed by Property Owner that such
 Deposit shall be allocated among the Property Owner and the Other Mall
 Contributors in the manner described in the Indemnity Escrow Agreement which is
 attached hereto as Exhibit AA. Upon any such breach by CBL/OP, unless otherwise
 specified, this Agreement shall be terminated and neither party shall have any
 further rights or obligations hereunder, each to the other, except for the
 right of Property Owner to collect and retain such liquidated damages from
 CBL/OP and Escrow Agent and the obligation of CBL/OP to deliver to Property
 Owner the delivery items pursuant to Section 4.6 above; provided, however, that
 this liquidated damages provision shall not limit Property Owner's right to (a)
 receive reimbursement for or recover damages in connection with CBL/OP's
 indemnity of Property Owner and/or breach of CBL/OP's obligations pursuant to
 Section 4.4.2 and Section 5.9 above, (b) recover attorneys' fees and court
 costs pursuant to Section 10.3 below, (c) injunctive relief under Section 4.2.6
 above, and/or (d) pursue any and all remedies available at law or in equity in
 the event that following any termination of this Agreement, CBL/OP or any other
 CBL/OP party asserts any claims or right to the Property that would otherwise
 delay or prevent Property Owner from having clear, indefeasible and marketable


                                       45
<PAGE>

 title to the Property. The parties acknowledge that the payment of such
 liquidated damages is not intended as a forfeiture or penalty, but is intended
 to constitute liquidated damages to Property Owner.

10.2 CBL/OP's Remedies. Subject to Section 10.5 below, in the event the Closing
 and the consummation of the transaction contemplated herein do not occur as
 provided herein by reason of any breach of Property Owner, then CBL/OP shall
 elect, as CBL/OP's sole remedy, either to: (a) terminate this Agreement by
 giving Property Owner timely written notice of such election prior to or upon
 the Closing Date, and CBL/OP shall be entitled to recover from Escrow Agent or
 Property Owner, as applicable, the Letter of Credit or the Deposit, as
 applicable; or (b) enforce specific performance against Property Owner, in
 which event there shall be no reduction of the Purchase Price and CBL/OP shall
 not be entitled to recover any damages (whether actual, direct, indirect,
 consequential, punitive or otherwise) notwithstanding such failure or breach by
 Property Owner. Notwithstanding the foregoing, if Property Owner breaches any
 of Property Owner's obligations which pursuant to this Agreement are to be
 performed by Property Owner prior to the Closing Date, and instead of
 terminating this Agreement pursuant to this Section 10.2, CBL/OP proceeds with
 the Closing, then CBL/OP shall be deemed to have waived such default by
 Property Owner, provided that CBL/OP has knowledge thereof prior to Closing.
 CBL/OP shall be deemed to have elected to terminate this Agreement pursuant to
 Clause (a) hereinabove if CBL/OP fails to commence an action to assert a claim
 for specific performance against Property Owner on or before 30 days following
 the Closing Date. Notwithstanding the foregoing to the contrary, no notice of
 termination given by CBL/OP hereunder shall be of any force or effect if
 Property Owner cures the default within 5 Business Days after Property Owner's
 receipt of any such termination notice. If CBL/OP duly elects to terminate or
 is deemed to have elected to terminate this Agreement pursuant to Clause (a)
 hereinabove, then CBL/OP shall and hereby agrees in such event to waive any and
 all right to file or record any lis pendens or any other lien or encumbrance
 against the Property or to seek specific performance or other equitable relief
 or to seek or recover from Property Owner any damages (including any actual
 direct, indirect, consequential, punitive or other damages).

10.3 Attorneys' Fees. If any action is brought by either party against the other
 party, relating to or arising out of this Agreement, the transaction described
 herein or the enforcement hereof, the prevailing party shall be entitled to
 recover from the other party reasonable attorneys' fees, costs and expenses
 incurred in connection with the prosecution or defense of such action. For
 purposes of this Agreement, the term "attorneys' fees" or "attorneys' fees and
 costs" shall mean the fees and expenses of counsel to the parties hereto, which
 may include printing, photostatting, duplicating and other expenses, air
 freight charges, and fees billed for law clerks, paralegals and other persons
 not admitted to the bar but performing services under the supervision of an
 attorney, and the costs and fees incurred in connection with the enforcement or
 collection of any judgment obtained in any such proceeding. The provisions of
 this Section 10.3 shall survive the Closing and any termination of this
 Agreement and shall survive the entry of any judgment, and shall not merge, or
 be deemed to have merged, into any judgment.

10.4  Mutual Post-Closing Indemnities.

10.4.1 Definition of Losses. For purposes of this Section, "Losses" shall mean
any and all claims, actions, suits, demands, losses, damages, liabilities,
obligations, judgments, settlements approved by the indemnifying party, awards,


                                       46
<PAGE>

penalties, costs or expenses, including, without limitation, reasonable
attorneys' and paralegals' fees and expenses (based on actual time spent and
normal billing rates, and without giving effect to any statutory presumption of
the amount of reasonable attorneys' fees that might apply) but excluding the
following but only insofar as the following do not or have not resulted in
actual monetary loss: any damage to reputation, mental or emotional distress or
interference with business operations.

10.4.2 Property Owner's Indemnity. Subject to the limitations set forth in
Section 7.3 above and Sections 10.5 and 10.6 below, Property Owner hereby agrees
to indemnify, hold harmless and defend CBL/OP and any officer, director,
partner, employee and/or agent of CBL/OP from and against any and all Losses
arising out of or resulting from (i) any default by Property Owner on or prior
to Closing under the Tenant Leases, or the Service Contracts; (ii) the breach or
inaccuracy of any representation or warranty made by Property Owner in this
Agreement or the Closing documents delivered by Property Owner; (iii) any third
party tort claim with respect to the Property that arises or arose as the result
of any injury or damage occurring on or prior to Closing; (iv) the failure of
Property Owner to perform any of their covenants (I) set forth in Article VIII
of this Agreement, (II) or such other covenants set forth in this Agreement that
are to be performed after the Closing; or (v) any claims by Property Owner's
employees, including, but not limited to, any claims related to any termination
of such employees' employment and any unpaid wages, severances, bonuses, and
retirement packages; provided, however, that nothing in this Section 10.4.2
shall obligate Property Owner to indemnify, hold harmless or defend CBL/OP with
regard to any Losses arising from (1) any continuing condition of the Property
as of the Closing Date which CBL/OP has agreed to accept in its "AS-IS,
WHERE-IS" condition as of the Closing Date, or (2) any matter for which CBL/OP
has agreed to release Property Owner pursuant to Section 9.5 of this Agreement,
or (3) any matter described in the last sentence of Section 7.5.

10.4.3 Sources for Satisfaction of Property Owner's Indemnity. At the Closing,
CBL/OP, Property Owner and the Other Mall Contributors shall establish with
Escrow Agent at Closing a single escrow account (the "Indemnity Escrow Fund")
for this Agreement and the Other Mall Contracts, into which $5,000,000 shall be
deposited by the Property Owner and the Other Mall Contributors and held and
administered by the Escrow Agent pursuant to the terms and conditions of the
Indemnity Escrow Agreement as the initial source for CBL/OP's claims for
indemnifications under this Agreement and under the Other Mall Contracts and for
any Percentage Rentals due and payable by Property Owner to CBL/OP after
reconciliation pursuant to Section 6.4.4 above. The amount to be deposited by
the Property Owner in the Indemnity Escrow Fund shall be the balance of
Indemnity Escrow Fund after the Other Mall Contributors have deposited their
required portion of the Indemnity Escrow Fund pursuant to the Other Mall
Contracts. The entire amount of the Indemnity Escrow Fund shall be available to
satisfy claims under this Agreement or either of the Other Mall Contracts,
without regard to what portion of such Indemnity Escrow Fund has been funded by
Property Owner hereunder or by Other Mall Contributors. At any time prior to the
"Expiration Date" specified in Section 7.3, CBL/OP shall be entitled to make a
claim against the Indemnity Escrow Fund for Losses incurred by CBL/OP and for
which it is entitled to be indemnified pursuant to Section 10.4.2 of this
Agreement and for Percentage Rentals due and payable by Property Owner to CBL/OP
after reconciliation pursuant to Section 6.4.4 above; provided however, with
respect to the "Unlimited Claims" set forth in Section 10.6, CBL/OP's remedy
shall not be limited to the amount of funds held in the Indemnity Escrow Fund,


                                       47
<PAGE>

and CBL/OP may make a claim directly against any Property Owner for payment
thereof. As of the Expiration Date, the funds remaining in the Indemnity Escrow
Fund shall be disbursed in the manner described in the Indemnity Escrow
Agreement, except to the extent that CBL/OP has made a claim hereunder which
remains outstanding, in which case, the amount in excess of such claim shall be
disbursed pursuant to the Indemnity Escrow Agreement, and the remaining amount,
if any, shall be disbursed upon the resolution of such claim.

10.4.4 CBL/OP's Indemnity. Subject to the limitations set forth herein, CBL/OP
agrees to indemnify, hold harmless and defend Property Owner and any officer,
director, member, employee and/or agent of Property Owner from and against any
and all costs, losses, damages and expenses, of any kind or nature whatsoever
(including attorneys' fees and costs) arising out of or resulting from (i) any
default by CBL/OP on or after Closing under the Tenant Leases or the Service
Contracts (whether or not assumed by CBL/OP), (ii) the breach or inaccuracy of
any representation or warranty made by CBL/OP in this Agreement or the Closing
documents delivered by CBL/OP, (iii) any third party tort claim with respect to
the Property that arises or arose as the result of any injury or damage
occurring after Closing, (iv) the failure of CBL/OP to perform any of its
covenants set forth in this Agreement, (v) any other liabilities relating to the
operation of the Property arising from and after Closing, or (vi) excluding the
matters for which the Property Owner has agreed to indemnify CBL/OP in Section
6.10 above, CBL/OP's failure to honor the Outstanding Gift Certificates (it
being agreed that the indemnity obligation in this clause [vi] shall not be
subject to the limitations in Section 10.5, and that CBL/OP's obligation under
this Section shall not be subject to any limitation on the survival period of
claims).

10.5 Minimum Amount Requirement for Damages. Notwithstanding anything to the
 contrary contained in this Agreement, if the Closing is consummated, neither
 party shall have any liability to the other party following the Closing with
 respect to any breaches of indemnification obligations under Sections 10.4.2
 and 10.4.4 (nor with respect to the breach of any obligation or warranty or
 representation to which such indemnity applies [collectively, an
 "Indemnification Obligation"]), unless and until the aggregate amount of the
 actual general and compensatory damages suffered by the non-defaulting party by
 reason of any such breaches of an Indemnification Obligation, exceeds the sum
 of $250,000; but then in such event, the damages that the non-defaulting party
 may collect shall begin with and include the first dollar of such loss. Unless
 and until the amount of the actual damages suffered or incurred by the
 non-defaulting party by reason of any such breaches of Indemnification
 Obligations exceeds in the aggregate the sum of $250,000, the non-defaulting
 party shall not be entitled to file an action or lawsuit or undertake any other
 legal proceeding against the defaulting party by reason of any such breaches of
 Indemnification Obligations. The provisions of this Section 10.5 shall survive
 the Closing. The limitations set forth in this Section 10.5 shall not apply to
 breaches of any covenants (other than the Indemnification Obligations), nor
 apply to the prorations pursuant to Article VI.

10.6 Limitation of Property Owner's Liability. Subject to the limitations and
 other provisions of this Agreement, Property Owner's total liability with
 respect to a breach of any of Property Owner's representations or warranties
 contained in this Agreement or in any document or instrument executed and
 delivered by Property Owner at Closing or any breach of Property Owner's
 Indemnification Obligations (other than the representations and warranties set


                                       48
<PAGE>

 forth in Sections 7.1.1, 7.1.6, 7.1.7 or the indemnification obligations under
 Sections 10.4.2 to the extent the same cover breaches of the representations
 and warranties under Sections 7.1.1, 7.1.6, 7.1.7 [collectively, the "Unlimited
 Claims"]) is limited to $5,000,000 in the aggregate for all such breaches
 hereunder and all breaches of the comparable provisions of the Other Mall
 Contracts. In computing the aggregate amount of claims for the foregoing
 purpose, Property Owner's liability shall be in addition to the amount of any
 insurance proceeds and any indemnity, contribution or similar payment received
 by CBL/OP from any third party with respect thereto less expenses incurred by
 CBL/OP in collecting any such insurance proceeds and third party payments. The
 foregoing limitation on liability shall survive the Closing or any earlier
 termination of this Agreement and shall not diminish or otherwise affect
 CBL/OP's waivers and releases in Article IX of this Agreement.

10.7  Intentionally Omitted,

10.8 Limited Liability. CBL/OP hereby agrees that in no event or circumstance
 shall any of the members, partners, shareholders, employees, representatives,
 officers, directors, or agents of Property Owner or Property Owner's Property
 Manager have any personal liability under this Agreement, or to any of CBL/OP's
 creditors, or to any other party in connection with the Property. Property
 Owner hereby agrees that in no event or circumstance shall any of the members,
 partners, shareholders, employees, representatives, officers, directors, or
 agents of CBL/OP have any personal liability under this Agreement, or to any of
 Property Owner's creditors, or to any other party in connection with the
 Property.

      Notwithstanding anything contained herein to the contrary, this Article X
shall survive the Closing.

                                   ARTICLE XI
                          CONDEMNATION/CASUALTY DAMAGE

11.1 Condemnation. If, prior to Closing, any governmental authority or other
 entity having condemnation authority shall institute an eminent domain
 proceeding or take any steps preliminary thereto (including the giving of any
 direct or indirect notice of intent to institute such proceedings) with regard
 to a "Material Portion" of the Land and Improvements (as defined below), and
 the same is not dismissed prior to the Closing Date, CBL/OP shall be entitled,
 as CBL/OP's sole remedy, to terminate this Agreement upon written notice to
 Property Owner (a) within 15 Business Days following notice by Property Owner
 to CBL/OP of such condemnation or the threatened condemnation or (b) on the
 Closing Date, whichever occurs first. If CBL/OP does not terminate this
 Agreement pursuant to the preceding sentence, CBL/OP shall be conclusively
 deemed to have elected to accept such condemnation and waives any right to
 terminate this Agreement as a result thereof. For purposes of this Section
 11.1, a "Material Portion" shall mean that portion of the Land and Improvements
 which, if taken or condemned, would reduce the value of the Property by more
 than Two Million Dollars ($2,000,000). If CBL/OP elects to terminate this
 Agreement under this Section 11.1, Escrow Agent or Property Owner, as
 applicable, shall return the Letter of Credit or the Deposit, as applicable, to
 CBL/OP and neither party shall have any further rights or obligations under
 this Agreement, except for the CBL/OP's Surviving Obligations. If CBL/OP waives
 (or is deemed to have waived) the right to terminate this Agreement as a result


                                       49
<PAGE>

 of such a condemnation, then despite such condemnation, Property Owner and
 CBL/OP shall proceed to Closing in accordance with the terms of this Agreement
 with no reduction in the Purchase Price, and Property Owner shall assign to
 CBL/OP at Closing, as part of the Intangible Property, all of Property Owner's
 right, title and interest in and to all proceeds resulting or to result from
 said condemnation and give a credit for any proceeds received prior to Closing.

11.2 Nonmaterial Condemnation. If, prior to Closing, a taking or condemnation
 relating to the Property has occurred, or is threatened, which is not described
 in Section 11.1 above, the Closing shall take place as provided in this
 Agreement with no reduction of the Purchase Price, and Property Owner shall
 assign to CBL/OP at Closing, as part of the Intangible Property, all of
 Property Owner's right, title and interest in and to all proceeds resulting or
 to result from said condemnation and give a credit for any proceeds received
 prior to Closing.

11.3 Casualty Damage. If, prior to the Closing, any of the Improvements are
 damaged by fire or other casualty (collectively, "Casualty"), as promptly as
 possible after Property Owner learns of such Casualty, Property Owner shall
 deliver to CBL/OP written notice thereof ("Casualty Loss Notice") together with
 Property Owner's determination as to whether the damage constitutes a "Material
 Damage" (as defined below). For the purposes of this Section 11.3, "Material
 Damage" shall mean damage to the Improvements which is of such nature that the
 cost of restoring the Improvements to their condition prior to the Casualty
 will, in Property Owner's reasonable determination as provided in the Casualty
 Loss Notice, exceed Two Million Dollars ($2,000,000), whether or not such
 damage is covered by insurance. If, prior to the Closing, the Improvements
 sustain Material Damage by a Casualty, CBL/OP may, at CBL/OP's option,
 terminate this Agreement by delivering written notice thereof to Property Owner
 and Escrow Agent within the earlier of (a) 10 Business Days after CBL/OP's
 receipt of the Casualty Loss Notice or (b) the Closing Date. If the
 Improvements are damaged by a Casualty which is not a Material Damage, or if
 CBL/OP fails to deliver written notice of termination within the time period
 set forth hereinabove for a Material Damage, then: (i) the parties shall
 proceed to close this transaction in accordance with the terms of this
 Agreement; (ii) at the Closing, CBL/OP shall receive a credit against the
 Purchase Price in an amount equal to the deductible under Property Owner's
 casualty insurance policy plus the amount of any proceeds received by Property
 Owner prior to Closing to the extent the same exceed costs of restoration and
 repair expended by Property Owner; and (iii) Property Owner shall, as part of
 the Intangible Property, assign to CBL/OP all of Property Owner's rights in the
 resulting casualty insurance proceeds; provided, however, that in no event
 shall the sum of such credit for the deductible and the amount of the insurance
 proceeds assigned to CBL/OP pursuant to Clauses (ii) and (iii) hereinabove
 exceed the lesser of (1) the Purchase Price or (2) the cost to complete the
 repair of the Casualty following the Closing; provided, however, CBL/OP shall
 have no obligation to close with an assignment of casualty insurance proceeds
 unless Property Owner shall provide to CBL/OP a statement from the insurance
 company recognizing the casualty and the applicability of the insurance policy
 thereto and noting the insurance carrier's acknowledgement of the coverages set
 forth in the insurance policy to the particular casualty with no offsets,
 exclusions or denials of coverage and the assignability of the policy to the
 CBL/OP, and CBL/OP shall be reasonably satisfied that the insurance proceeds
 are adequate to restore the damage, and if Property Owner fails to provide such
 statement from the insurance company by the Closing Date, and Property Owner is
 unwilling to escrow (on terms mutually satisfactory to the parties) the amount
 required to restore the damage, CBL/OP may elect to terminate this Agreement,


                                       50
<PAGE>

 by written notice to Property Owner. If CBL/OP elects to terminate this
 Agreement under this Section 11.3, Escrow Agent or Property Owner, as
 applicable, shall return the Letter of Credit or the Deposit, as applicable, to
 CBL/OP and neither party shall have any further rights or obligations under
 this Agreement, except for the CBL/OP's Surviving Obligations.

                                  ARTICLE XII
                              INTENTIONALLY OMITTED



                                  ARTICLE XIII
                                  MISCELLANEOUS

13.1 Entire Agreement. This Agreement contains the entire agreement of the
 parties hereto. There are no other agreements, oral or written, and this
 Agreement can be amended only by written agreement signed by the parties
 hereto, and by reference made a part hereof.

13.2 CBL/REIT Board Approval; Agreement Binding on Parties. The effectiveness of
 this Agreement is subject to the approval of the Board of Directors of CBL/REIT
 within 72 hours following execution thereof by CBL/OP. Subject only to such
 Board approval, this Agreement, and the terms, covenants, and conditions
 contained herein, shall inure to the benefit of and be binding upon the heirs,
 personal representatives, successors, and assigns of each of the parties
 hereto. CBL/OP may assign CBL/OP's rights under this Agreement only upon the
 following conditions: (a) the assignee of CBL/OP must be an entity which is
 directly owned or controlled by CBL/OP; (b) the Deposit must have been
 delivered to Escrow Agent in accordance with Section 3.2.1 above; (c) CBL/OP
 shall remain primarily liable for the performance of CBL/OP's obligations under
 this Agreement; and (d) the assignee must expressly assume in writing all of
 CBL/OP's obligations under this Agreement, and CBL/OP shall deliver to Property
 Owner a copy of the fully executed written assignment and assumption agreement
 between CBL/OP and such assignee at or before the Closing.

13.3 Notice. Any notice, communication, request, reply or advice (collectively,
 "Notice") provided for or permitted by this Agreement to be made or accepted by
 either party must be in writing. Notice may, unless otherwise provided herein,
 be given or served (a) by delivering the same to such party, or an agent of
 such party, in person or by commercial courier, (b) by facsimile transmission,
 evidenced by confirmed receipt and concurrently followed by a "hard" copy of
 same delivered to the party by personal delivery or overnight delivery pursuant
 to Clauses (a) or (c) hereof, or (c) by depositing the same into custody of a
 nationally recognized overnight delivery service such as Federal Express,
 Overnight Express or Airborne Express. Notice given in any manner shall be
 effective only if and when received by the party to be notified between the
 hours of 8:00 a.m. and 5:00 p.m. of any Business Day with delivery made after
 such hours to be deemed received the following Business Day. For the purposes
 of notice, the addresses of Property Owner, CBL/OP, Escrow Agent and the Title
 Company shall, until changed as hereinafter provided, be as set forth in
 Article I. The parties hereto shall have the right from time to time to change
 their respective addresses, and each shall have the right to specify as its
 address any other address within the United States of America by at least 5
 days written notice to the other party.

                                       51
<PAGE>

13.4 Time of the Essence. Time is of the essence in all things pertaining to the
performance of this Agreement.

13.5  Governing Law. This  Agreement  shall be construed in accordance  with the
laws of the state of Illinois.

13.6  Currency.  All dollar amounts are expressed in United States currency.

13.7 Section Headings. The section and article headings contained in this
 Agreement are for convenience only and shall in no way enlarge or limit the
 scope or meaning of the various and several sections hereof.

13.8 Business Days. If any date or any period provided for in this Agreement
 shall end on a Saturday, Sunday or legal holiday, the applicable date or period
 shall be extended to the first Business Day following such Saturday, Sunday or
 legal holiday.

13.9 No Recordation. Without the prior written consent of Property Owner, there
 shall be no recordation of either this Agreement or any memorandum hereof or
 any affidavit pertaining hereto, and any such recordation of this Agreement or
 memorandum hereof or affidavit pertaining hereto by CBL/OP without the prior
 written consent of Property Owner shall constitute a material default hereunder
 by CBL/OP, whereupon this Agreement shall, at the option of Property Owner,
 terminate and be of no further force and effect. Upon such termination, the
 Letter of Credit or the Deposit, as applicable, shall be immediately delivered
 to Property Owner or Property Owner shall retain the Deposit, as the case may
 be, whereupon neither CBL/OP, Property Owner shall not have any further rights
 or obligations under this Agreement, except for the CBL/OP's Surviving
 Obligations.

13.10 Multiple Counterparts; Facsimile. This Agreement may be executed in
 multiple counterparts (each of which is to be deemed original for all
 purposes). The signature page of any counterpart may be detached therefrom
 without impairing the legal effect of the signature(s) thereon so long as such
 signature page is attached to any other counterpart of this Agreement identical
 thereto except having additional signature pages executed by the other parties
 to this Agreement attached thereto. CBL/OP and Property Owner agree that the
 delivery of an executed copy of this Agreement by facsimile shall be legal and
 binding and shall have the same full force and effect as if an original
 executed copy of this Agreement had been delivered.

13.11 Severability. If any provision of this Agreement or application to any
 party or circumstance shall be determined by any court of competent
 jurisdiction to be invalid and unenforceable to any extent, the remainder of
 this Agreement or the application of such provision to such person or
 circumstances, other than those as to which it is so determined invalid or
 unenforceable, shall not be affected thereby, and each provision hereof shall
 be valid and shall be enforced to the fullest extent permitted by law.

13.12 Limitations on Benefits. It is the explicit intention of CBL/OP and
 Property Owner that no person or entity other than CBL/OPand Property Owner and
 their permitted successors and assigns is or shall be entitled to bring any
 action to enforce any provision of this Agreement against any of the parties
 hereto, and the covenants, undertakings and agreements set forth in this
 Agreement shall be solely for the benefit of, and shall be enforceable only by,


                                       52
<PAGE>

 CBL/OPand Property Owner or their respective successors and assigns as
 permitted hereunder. Nothing contained in this Agreement shall under any
 circumstances whatsoever be deemed or construed, or be interpreted, as making
 any third party (including Property Owner's Property Manager, Property Owner's
 Broker, CBL/OP's lender, any Anchor Store or any Tenant) a beneficiary of any
 term or provision of this Agreement or any instrument or document delivered
 pursuant hereto, and CBL/OP and Property Owner expressly reject any such
 intent, construction or interpretation of this Agreement.

13.13 Interpretation. For purposes of this Agreement, except as otherwise
 expressly provided or unless the context otherwise requires: (a) the terms
 defined in Article I above and have the meanings assigned to them in Article I
 above and include the plural as well as the singular, and the use of any gender
 herein shall be deemed to include the other genders; (b) references herein to
 "Articles," "Sections," subsections, paragraphs and other subdivisions without
 reference to a document are to designated Articles, Sections, subsections,
 paragraphs and other subdivisions of this Agreement; (c) a reference to a
 subsection without further reference to a Section is a reference to such
 subsection as contained in the same Section in which the reference appears, and
 this rule shall also apply to paragraphs and other subdivisions; (d) the words
 "hereof," "herein," "thereof," "hereunder" and other words of similar import
 refer to this Agreement as a whole and not to any particular provision; (e) the
 word "including" or "includes" means "including, but not limited to" or
 "includes but is not limited to"; (f) the words "approval," "consent" and
 "notice" shall be deemed to be preceded by the word "written"; (g) any
 reference to this Agreement or any Exhibits hereto and any other instruments,
 documents and agreements shall include this Agreement, Exhibits and other
 instruments, documents and agreements as originally executed or existing and as
 the same may from time to time be supplemented, modified or amended; and (h)
 unless otherwise specifically provided, all references in this Agreement to a
 number of days shall mean calendar days rather than Business Days and (i)
 "Business Days" shall mean any day other than a Saturday, a Sunday or a Federal
 holiday on which banks are closed for business in New York, New York.

13.14 Further Actions. CBL/OP and Property Owner shall execute or cause to be
 executed all such instruments or agreements as may be reasonably necessary in
 order to carry out the purpose of this Agreement, and each party shall do all
 other acts reasonably necessary or reasonably requested by the other to carry
 out the intent and purpose of this Agreement.

13.15 No Other Inducements. The making, execution and delivery of this Agreement
 by the parties hereto has been induced by no representations, statements,
 warranties or agreements other than those expressly set forth herein.

13.16 Participation in Drafting. The language in all parts of this Agreement
 shall be in all cases construed simply according to its fair meaning and not
 strictly for or against any of the parties hereto. Property Owner and CBL/OP
 each acknowledge that they participated equally in the drafting of this
 Agreement and, accordingly, no court construing this Agreement shall construe
 it more stringently against one party than any other.

13.17 Exhibits. Exhibit A through Exhibit AA and Schedules I, II, 3.3 and 7.1
 are incorporated herein by reference.

                                       53
<PAGE>

13.18 No Partnership/Fiduciary Relationship. The parties acknowledge and agree
 that the relationship created by this Agreement between Property Owner and
 CBL/OP is one of contract only, and that no partnership, joint venture or other
 fiduciary or quasi-fiduciary relationship is intended or in any way created
 hereby.

13.19 Conditional Delivery. The submission by Property Owner to CBL/OP of this
 Agreement in unsigned form shall be deemed to be a submission solely for
 CBL/OP's consideration and not for acceptance and execution. Neither such
 submission of this Agreement by Property Owner to CBL/OP nor any course of
 conduct between CBL/OP and Property Owner nor any actions undertaken or sums
 expended by CBL/OP shall confer any option or other right upon CBL/OP or impose
 any obligation upon Property Owner irrespective of any reliance thereon, change
 of position or partial performance. The submission by Property Owner of this
 Agreement for execution by CBL/OP and the actual execution and delivery thereof
 by CBL/OP to Property Owner shall similarly have no binding force and effect on
 Property Owner unless and until Property Owner have executed and delivered a
 counterpart of this Agreement to CBL/OP and the Deposit has been actually
 received by Escrow Agent.

13.20 Survival. Except as expressly provided in this Agreement, the
 representations, warranties and covenants set forth in this Agreement shall not
 survive the Closing and shall be merged into the Special Warranty Deed and
 other instruments and conveyances delivered at the Closing.

13.21 Public Disclosure. Prior to Closing, any release to the public of
 information with respect to the sale contemplated herein or any matters set
 forth in this Agreement will be made only in the form approved by CBL/OP and
 Property Owner and their respective counsel.

13.22 Intentionally Omitted

13.23 Assignment. CBL/OP shall have the right, with notice to Property Owner
 (but without the necessity of Property Owner's consent), to assign its right,
 title and interest in and to this Agreement to one or more assignees affiliated
 with CBL/OP at any time before the Closing Date, provided that in no event
 shall CBL/OP be released from any of its obligations or liabilities hereunder.

13.24 Like-Kind Exchange

         (a) It is understood and agreed that Property Owner shall have the
option, exercisable by giving notice to CBL/OP at any time prior to the Closing
Date, of effecting a like-kind exchange of all or any portion of the Property by
assigning (the "Assignment") its rights in this Agreement to a qualified
intermediary (the "Intermediary") who shall contract with Property Owner to
deliver to Property Owner in exchange therefor property or other consideration,
at such times as shall be designated in the contract between Property Owner and
the Intermediary. Upon the Assignment, the Intermediary shall be substituted for
Property Owner as the seller of the property. CBL/OP agrees to accept the
Property and all other required performance from the Intermediary and to render
its performance of all of its obligations to the Intermediary; provided, that
Property Owner shall, at the Intermediary's direction, nevertheless convey the
Property to CBL/OP in accordance with (and as limited by) the terms of this
Agreement.

                                       54
<PAGE>

         (b) CBL/OP shall reasonably cooperate with Property Owner and execute
such documents (including the Assignment) as are reasonably necessary for
Property Owner to effect such exchange; provided, that (i) the CBL/OP is not
required to take title to any parcel of property other than the Property, (ii)
the contemplated exchange shall not delay or effect any of the time periods or
other obligations of Property Owner hereunder, including, without limitation,
those related to the Closing and the scheduled date for the same, and (iii)
CBL/OP is not required to incur any expense or liability of any nature
whatsoever not expressly contemplated by this Agreement.

         (c) Notwithstanding anything herein to the contrary, Property Owner
may, in its sole discretion and in connection with a tax deferred like-kind
exchange contemplated hereby, require that any portion of the Purchase Price be
paid in one or more purchase money notes (each, a "Note") from CBL/OP to
Property Owner in a form reasonably agreed to by the parties, provided that each
such Note shall bear interest at the rate of 6% per annum, be payable in one or
more payments with the last occurring on January 2, 2006, and be retained by
Property Owner in connection with any such exchange with the Intermediary and
transferrable by Property Owner to its partners without CBL/OP's consent. Any
such Note may, at the request and expense of Property Owner, be secured by one
or more stand by letter(s) of credit issued by a bank designated by Property
Owner.

         (d) Property Owner shall indemnify, defend and hold CBL/OP harmless
from any liability, damage, loss, cost or other expense including, without
limitation, reasonable attorneys' fees and costs, resulting or arising solely
from the implementation of any such exchange or assignment. No such exchange or
assignment by Property Owner shall relieve Property Owner from any of its
obligations hereunder, nor shall Property Owner's ability to consummate a tax
deferred exchange be a condition to the performance of Property Owner's
obligations under this Agreement.

        [END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES]


                                       55
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first indicated above.

     PROPERTY OWNER:   HP-SP ASSOCIATES, L.L.C.,
                       a Missouri limited liability company

                       By:   HPM ASSOCIATES, L.L.C.,
                             a Missouri limited liability company, its manager

                       ______By:   HICKORY POINT MALL, LIMITED
                                   PARTNERSHIP, a Delaware limited
                                   partnership

                       ______      By:   CWB ASSOCIATES, INC., a Kansas
                                         corporation, General Partner

                       ______            By:            /s/ Paul Cokaken
                                            --------------------------------
                                                  Paul Copaken, President



                       ______      By:   FFC, INC., a Kansas corporation,
                                         General Partner

                       ______            By:         /s/ Jack N. Fingersh
                                             ----------------------------
                            _                  Jack N. Fingersh, President



                       ______      By:   BLITT MANAGEMENT, INC., a
                                         Kansas corporation, General Partner

                       ______            By:            /s/ Irwin Blitt
                                            ------------------------------
                        _____                  Irwin Blitt, President








                               [SIGNATURE PAGE TO
          AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS]

                                       56
<PAGE>



     PROPERTY OWNER   HICKORY POINT MALL, LIMITED PARTNERSHIP,
                      a Delaware limited partnership

                      By:___CWB ASSOCIATES, INC., a Kansas corporation,
                            General Partner


                      ______      By:            /s/ Paul Copaken
                                      ------------------------------------
                      ______                  Paul Copaken, President

                      By:___FFC, INC., a Kansas corporation, General Partner


                      ______By:         /s/ Jack N. Fingersh
                                      ------------------------------------
                      ______      Jack N. Fingersh, President



                      By:___BLITT MANAGEMENT, INC., a Kansas   corporation,
                            General Partner


                      ______By:             /s/ Irwin Blitt
                                      ------------------------------------
                      ______     Irwin Blitt, President



            CBL/OP:   CBL & ASSOCIATES LIMITED PARTNERSHIP
                      a Delaware limited partnership

                      By:      CBL Holdings I, Inc., its general partner

                               By:          /s/ Stephen D. Lebovitz___________
                                   -------------------------------------------
                               Name:             Stephen D. Lebovitz__________
                                     -----------------------------------------
                               Title:                        President________
                                        --------------------------------------




                               [SIGNATURE PAGE TO
          AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS]



                                       57
<PAGE>


<PAGE>


                 PROPERTY OWNER'S PROPERTY MANAGER'S EXECUTION:

      The undersigned, being Property Owner's Property Manager of the Property,
as such terms are defined in this Agreement, executes this Agreement for the
sole and exclusive purposes of (i) noting the undersigned's agreement to comply
with any provision or term of this Agreement (A) requiring Property Owner's
Property Manager to assign or transfer rights or interests to CBL/OP and execute
certain documents and instruments at Closing and/or (B) requiring Property
Owner's Property Manager to do any other act or thing under this Agreement or
refrain from any act, with the undersigned acknowledging that it and/or its
affiliate(s) and/or equity owners shall receive other consideration sufficient
to provide adequate consideration to the undersigned for any transfers or
assignments or such acts or agreements by Property Owner's Property Manager
hereunder; (ii) noting Property Owner's Property Manager's acknowledgement that
except for amounts payable by CBL/OP pursuant to Section 6.8, it has received or
shall receive at Closing full and complete payment from Property Owner for any
and all sums that are due and owing to Property Owner's Property Manager with
respect to any aspect of the Property or its operations; (iii) noting the
undersigned's waiver of any lien or right to any lien with respect to the
Property for any services rendered or to be rendered by Property Owner's
Property Manager or for any claim that Property Owner's Property Manager may
have against the Property or Property Owner; and (iv) noting the undersigned's
acknowledgement and agreement that the Management Agreement, as defined herein,
shall terminate on or prior to the date of Closing. Executed to be effective as
of the date first above written.

COPAKEN, WHITE & BLITT, LLC


By:  /s/ Troy Marquis
____________________________________
Name: Troy Marquis
Title: Administrative Manager



                                       58
<PAGE>


                            JOINDER BY ESCROW HOLDER

         FIDELITY NATIONAL TITLE COMPANY, referred to in this Agreement as the
"Escrow Holder," hereby acknowledges that on the 17th day of October, 2005, it
received this Agreement executed and delivered by CBL/OP andProperty Owner, and
accepts the obligations of and instructions for the Escrow Holder as set forth
herein. Upon receipt thereof, the Escrow Holder hereby agrees to hold and
distribute the Letter of Credit or Deposit, as applicable, in accordance with
the terms and provisions of this Agreement.

Dated:  October  17 , 2005
                ----

                        FIDELITY NATIONAL TITLE COMPANY

                        By:           /s/ Shawn A. Tidwell____________________
                                 ---------------------------------------------
                                 Name:             Shawn A. Tidwell___________
                                       ---------------------------------------
                                 Title:                  Vice President_______
                                          ------------------------------------

                                       59
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>                   <C>                                                                                       <C>
ARTICLE I             CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS.............................................2

ARTICLE II            CONTRIBUTION...............................................................................7

         2.1      Agreement to Contribute the LLC Interests......................................................7

         2.2      Excluded Property..............................................................................8

         2.3      Other Mall Contribution Agreements.............................................................8

                  2.3.1    Definitions of other Malls and Purchase Agreements....................................8

                  2.3.2    Other Mall Contracts; Cross Default; Cross Termination................................8

ARTICLE III           TOTAL CONSIDERATION........................................................................9

         3.1      Purchase Price.................................................................................9

         3.2      K-SCUs.........................................................................................9

         3.3      Informational Materials.......................................................................10

         3.4      Registration Rights...........................................................................11

         3.5      Delivery of Deposit...........................................................................11

         3.6      Disposition of Deposit........................................................................11

         3.7      Cash Consideration Payment....................................................................11

ARTICLE IV            INSPECTION AND TITLE REVIEW...............................................................12

         4.1      CBL/OP's Inspections..........................................................................12

                  4.1.1    Inspections, Tests and Studies.......................................................12

                  4.1.2    CBL/OP's Delivery of Information to Property Owner...................................12

                  4.1.3    Tenant and Governmental Authority Inquiries..........................................12

         4.2      Document Review...............................................................................13

                  4.2.1    Property Records.....................................................................13

                  4.2.2    Excluded Documents...................................................................13

                  4.2.3    Proprietary Information..............................................................14

                  4.2.4    Return of Property Records...........................................................14

                  4.2.5    No Representation or Warranty By Property Owner......................................14

                  4.2.6    Remedies.............................................................................14

         4.3      Title.........................................................................................14

                  4.3.1    Title Documents......................................................................14
</TABLE>

                                       60
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>               <C>                                                                                           <C>

                  4.3.2    Review of Title......................................................................15

                  4.3.3    Additional Title Objections..........................................................16

                  4.3.4    Voluntary Title Encumbrances.........................................................17

                  4.3.5    Use of Purchase Price to Discharge Liens.............................................17

                  4.3.6    Title Policy.........................................................................17

                  4.3.7    Permitted Exceptions.................................................................18

         4.4      Inspection Obligations........................................................................19

                  4.4.1    CBL/OP's Responsibilities............................................................19

                  4.4.2    CBL/OP's Indemnity...................................................................20

                  4.4.3    CBL/OP's Insurance...................................................................20

         4.5      Intentionally omitted.........................................................................20

         4.6      CBL/OP Deliveries Upon Termination............................................................20

         4.7      Cancellation of Service Contracts.............................................................20

ARTICLE V             ESCROW AND CLOSING........................................................................21

         5.1      Escrow........................................................................................21

                  5.1.1    Opening of Escrow....................................................................21

                  5.1.2    Escrow Instructions..................................................................22

                  5.1.3    Closing..............................................................................22

                  5.1.4    Closing Date.........................................................................22

         5.2      Conditions Precedent to the Closing for the Benefit of CBL/OP.................................22

                  5.2.1    Intentionally omitted................................................................22

                  5.2.2    Intentionally omitted................................................................22

                  5.2.3    Property Owner's Deliveries..........................................................22

                  5.2.4    Representations and Warranties.......................................................22

                  5.2.5    Covenants............................................................................23

                  5.2.6    Tenant and Anchor Store Estoppel Certificates........................................23

                  5.2.7    Condemnation or Casualty.............................................................24

                  5.2.8    Title Policy.........................................................................24

                  5.2.9    Lender Approval......................................................................24

                  5.2.10   Company LLC Agreement................................................................24
</TABLE>
                                      ii

                                       61
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>               <C>                                                                                           <C>
                  5.2.11   Closing Date Debt....................................................................24

                  5.2.12   Simultaneous Closings Under Other Mall Contracts.....................................24

         5.3      Conditions Precedent to the Closing for the Benefit of Property Owner.........................25

                  5.3.1    CBL/OP's Deliveries..................................................................25

                  5.3.2    Intentionally omitted................................................................25

                  5.3.3    Covenants............................................................................25

                  5.3.4    Title Policy.........................................................................25

                  5.3.5    Representations and Warranties.......................................................25

                  5.3.6    Company LLC Agreement................................................................26

                  5.3.7    Closing Date Debt....................................................................26

                  5.3.8    Simultaneous Closings Under Other Mall Contracts.....................................26

         5.4      Property Owner's Deliveries...................................................................26

                  5.4.1    Special Warranty Deed................................................................26

                  5.4.2    Tenant Lease Assignment..............................................................26

                  5.4.3    Bill of Sale and General Assignment..................................................27

                  5.4.4    Non-Foreign Certificate..............................................................27

                  5.4.5    Tenant Notices.......................................................................27

                  5.4.6    Estoppels............................................................................27

                  5.4.7    Closing Statement....................................................................27

                  5.4.8    Authority............................................................................27

                  5.4.9    Property Manager's Estoppel..........................................................27

                  5.4.10   Intentionally Omitted................................................................27

                  5.4.11   Operating Agreement Assignment.......................................................27

                  5.4.12   Ground Lease Assignment..............................................................28

                  5.4.13   Original Documents...................................................................28

                  5.4.14   Possession...........................................................................28

                  5.4.15   Contract Termination.................................................................28

                  5.4.16   Updated Lease Schedule/Rent Roll; Closing Certificate................................28

                  5.4.17   Assignment of LLC Interests..........................................................28

                  5.4.18   Partnership Interest Acknowledgement.................................................28
</TABLE>
                                      iii

                                       62
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>               <C>                                                                                           <C>
                  5.4.19   Owner's Affidavit....................................................................28

                  5.4.20   Other Documents......................................................................28

         5.5      Existing Property Owner Debt..................................................................29

         5.6      CBL/OP's Deliveries...........................................................................29

                  5.6.1    Funds................................................................................29

                  5.6.2    Partnership Interests................................................................29

                  5.6.3    CBL/OP Partnership Agreement.........................................................29

                  5.6.4    Closing Statement....................................................................29

                  5.6.5    CBL/OP Closing Certificate...........................................................29

                  5.6.6    Authority............................................................................29

                  5.6.7    Other Documents......................................................................29

         5.7      Closing Date Debt.............................................................................29

         5.8      Closing Costs.................................................................................30

                  5.8.1    Property Owner's Closing Costs.......................................................30

                  5.8.2    CBL/OP's Closing Costs...............................................................30

                  5.8.3    General Allocation...................................................................30

         5.9      Real Estate Commissions.......................................................................30

         5.10     Real Estate Reporting Person..................................................................31

         5.11     Post-Closing Access to Records................................................................31

         5.12     SEC Reporting Requirements....................................................................31

ARTICLE VI            PRORATIONS................................................................................32

         6.1      General.......................................................................................32

         6.2      Real Estate Taxes.............................................................................32

         6.3      Operating Expenses............................................................................33

         6.4      Rentals.......................................................................................33

                  6.4.1    Certain Defined Terms................................................................33

                  6.4.2    General..............................................................................34

                  6.4.3    Overage Rents........................................................................34

                  6.4.4    Percentage Rentals...................................................................35

         6.5      Delinquent Rentals............................................................................36
</TABLE>
                                       iv

                                       63
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>                   <C>                                                                                       <C>

         6.6      Security Deposits.............................................................................36

         6.7      Anchor Store Payments.........................................................................37

         6.8      Tenant Installation Expenses..................................................................38

         6.9      Adjustment Procedure..........................................................................39

         6.10     Gift Certificates.............................................................................40

         6.11      Operating Reserve............................................................................40

ARTICLE VII           REPRESENTATIONS AND WARRANTIES............................................................40

         7.1      Representations and Warranties of Property Owner..............................................40

                  7.1.1    Power and Authority of Property Owner................................................40

                  7.1.2    Intentionally Omitted................................................................41

                  7.1.3    Ownership of the Equity Interests....................................................41

                  7.1.4    [Intentionally Omitted]..............................................................41

                  7.1.5    Deliveries at Closing................................................................41

                  7.1.6    Requisite Action.....................................................................42

                  7.1.7    Individuals Authority................................................................42

                  7.1.8    Tenant Leases........................................................................42

                  7.1.9    Contracts............................................................................42

                  7.1.10   Pending Actions......................................................................43

                  7.1.11   Governmental/Insurance Notices.......................................................43

                  7.1.12   Condemnation/Rezoning................................................................43

                  7.1.13   Environmental Law Violations.........................................................43

                  7.1.14   Lease Brokerage......................................................................43

                  7.1.15   No Violations........................................................................43

                  7.1.16   Operating Agreement..................................................................44

                  7.1.17   Taxes................................................................................44

                  7.1.18   Financial/Operating Statements.......................................................44

                  7.1.19   Delivery of Environmental Reports and Property Condition Reports.....................44

                  7.1.20   Adjacent Property....................................................................45

                  7.1.21   Employees............................................................................45
</TABLE>
                                       v

                                       64
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>               <C>                                                                                           <C>

                  7.1.22   The Company..........................................................................45

         7.2      Definition of Property Owner's Knowledge......................................................45

         7.3      Survival Period...............................................................................46

         7.4      Third Party Information.......................................................................46

         7.5      CBL/OP's Knowledge............................................................................47

         7.6      Representations and Warranties of CBL/OP......................................................47

                  7.6.1    Legal Power..........................................................................47

                  7.6.2    Duly Authorized......................................................................47

                  7.6.3    Requisite Action.....................................................................47

                  7.6.4    Individuals Authority................................................................47

ARTICLE VIII          OPERATING COVENANTS.......................................................................48

         8.1      Insurance.....................................................................................48

         8.2      Operation of Property.........................................................................48

         8.3      Capital Improvements..........................................................................48

         8.4      Leasing.......................................................................................48

         8.5      New Contracts.................................................................................49

         8.6      Liens.........................................................................................49

         8.7      Tenant Lease Defaults; Operating Agreement Defaults...........................................49

         8.8      Transfers.....................................................................................49

         8.9      Litigation....................................................................................50

         8.10     Schedule and Exhibit Updates..................................................................50

         8.11     Company Assets and Liabilities................................................................50

         8.12     Employees of the Property Owner...............................................................50

ARTICLE IX            "AS-IS" SALE..............................................................................50

         9.1      Disclaimer of Representations and Warranties by Property Owner................................50

         9.2      Sale "As Is"..................................................................................51

         9.3      CBL/OP Acknowledgments........................................................................52

         9.4      CBL/OP Represented by Counsel.................................................................52

         9.5      CBL/OP's Release of Property Owner............................................................52

                  9.5.1    Property Owner Released From Liability...............................................52
</TABLE>
                                       vi

                                       65
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>               <C>                                                                                           <C>

                  9.5.2    Claims Under Environmental Laws......................................................53

                  9.5.3    Survival.............................................................................54

ARTICLE X             REMEDIES..................................................................................54

         10.1     Liquidated Damages; Property Owner's Remedies.................................................54

         10.2     CBL/OP's Remedies.............................................................................54

         10.3     Attorneys' Fees...............................................................................55

         10.4     Mutual Post-Closing Indemnities...............................................................55

                  10.4.1   Definition of Losses.................................................................55

                  10.4.2   Property Owner's Indemnity...........................................................55

                  10.4.3   Sources for Satisfaction of Property Owner's Indemnity...............................56

                  10.4.4   CBL/OP's Indemnity...................................................................56

         10.5     Minimum Amount Requirement for Damages........................................................57

         10.6     Limitation of Property Owner's Liability......................................................57

         10.7     Limitation of CBL/OP's Liability..............................................................57

         10.8     Limited Liability.............................................................................58

ARTICLE XI            CONDEMNATION/CASUALTY DAMAGE..............................................................58

         11.1     Condemnation..................................................................................58

         11.2     Nonmaterial Condemnation......................................................................58

         11.3     Casualty Damage...............................................................................59

ARTICLE XII           INTENTIOALLY OMITTED......................................................................60

ARTICLE XIII          MISCELLANEOUS.............................................................................63

         13.1     Entire Agreement..............................................................................63

         13.2     CBL/REIT Board Approval; Agreement Binding on Parties.........................................63

         13.3     Notice........................................................................................63

         13.4     Time of the Essence...........................................................................64

         13.5     Governing Law.................................................................................64

         13.6     Currency......................................................................................64

         13.7     Section Headings..............................................................................64

         13.8     Business Days.................................................................................64

         13.9     No Recordation................................................................................64
</TABLE>
                                      vii

                                       66
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>      <C>                                                                                                    <C>

         13.10    Multiple Counterparts; Facsimile..............................................................64

         13.11    Severability..................................................................................65

         13.12    Limitations on Benefits.......................................................................65

         13.13    Interpretation................................................................................65

         13.14    Further Actions...............................................................................65

         13.15    No Other Inducements..........................................................................66

         13.16    Participation in Drafting.....................................................................66

         13.17    Exhibits......................................................................................66

         13.18    No Partnership/Fiduciary Relationship.........................................................66

         13.19    Conditional Delivery..........................................................................66

         13.20    Survival......................................................................................66

         13.21    Public Disclosure.............................................................................66

         13.22    Intentionally Omitted
</TABLE>


EXHIBITS AND SCHEDULES

         Schedule I      -    Intentionally Omitted
         Schedule II     -    Existing Property Owner Debt
         Schedule 3.3    -    Intentionally Omitted
         Schedule 7.1    -    Disclosure Schedule

         Exhibit A       -    Legal Description of Land
         Exhibit B       -    Tenant Estoppel Certificate
         Exhibit C       -    Special Warranty Deed
         Exhibit D       -    Assignment and Assumption of Leases
         Exhibit E       -    Bill of Sale and General Assignment
         Exhibit F       -    Federal Transferor's Certificate of Non-Foreign
                                Status
         Exhibit G       -    Tenant Notification Letter
         Exhibit H       -    Intentionally Omitted
         Exhibit I       -    Lease Schedule/Rent Roll
         Exhibit J       -    List of Service Agreements to be Assumed
         Exhibit K       -    Intentionally Omitted
         Exhibit L       -    Intentionally Omitted
         Exhibit M       -    Intentionally Omitted
         Exhibit N       -    Intentionally Omitted
         Exhibit O       -    Intentionally Omitted
         Exhibit P       -    Intentionally Omitted
         Exhibit Q       -    Letter of Credit
         Exhibit R       -    Intentionally Omitted

                                      viii

                                       67
<PAGE>


         Exhibit S       -    Owner's Affidavit
         Exhibit T       -    Intentionally Omitted
         Exhibit U       -    Intentionally Omitted
         Exhibit V       -    Intentionally Omitted
         Exhibit W       -    Pending Transactions
         Exhibit X       -    Intentionally Omitted
         Exhibit Y       -    Intentionally Omitted
         Exhibit Z       -    List of Service Contracts
         Exhibit AA      -    Indemnity Escrow Agreement

                                       ix

                                       68
<PAGE>


<TABLE>
<CAPTION>
Defined Term                                                                                                   Page
<S>                                                                                                             <C>
Accountants......................................................................................................26
Additional Title Objection.......................................................................................12
Additional Title Objections......................................................................................12
Agreement.........................................................................................................1
ALTA Survey......................................................................................................11
Anchor Stores.....................................................................................................3
Applicable Overage Rent Year.....................................................................................29
Appurtenances.....................................................................................................1
Assignee..........................................................................................................1
Assignment........................................................................................................1
Assignment and Assumption of Tenant Leases.......................................................................22
Assignor..........................................................................................................1
Base Rents.......................................................................................................28
Bergner...........................................................................................................3
Books and Records..............................................................................................3, 2
Business Days....................................................................................................53
CBL/OP............................................................................................................1
CBL/OP Closing Certificate.......................................................................................21
CBL/OP Closing Conditions........................................................................................18
CBL/OP Parties...................................................................................................38
CBL/OP's Additional Title Objection Notice.......................................................................12
CBL/OP's Address..................................................................................................4
CBL/OP's Information..............................................................................................8
CBL/OP's Surviving Obligations...................................................................................12
CBL/OP's Title Objection Notice..................................................................................11
Claims...........................................................................................................16
Closing..........................................................................................................18
Closing Date......................................................................................................3
Closing Statement................................................................................................33
Commission.......................................................................................................26
Delinquent Rentals...............................................................................................31
Disclosure Schedule..............................................................................................34
Eastland Contract.................................................................................................6
Eastland Mall.....................................................................................................6
Eastland Property Owner...........................................................................................6
Effective.........................................................................................................1
Effective Date....................................................................................................1
Environmental Laws...............................................................................................44
Escrow...........................................................................................................17
Escrow Agent......................................................................................................5
Excluded Documents.............................................................................................9, 2
Excluded Property.................................................................................................2
Existing Environmental Reports...................................................................................37
Existing Property Owner Debt.....................................................................................24
</TABLE>
                                       x

                                       69
<PAGE>
<TABLE>
<CAPTION>
Defined Term                                                                                                   Page
<S>                                                                                                             <C>

Final Approval Date...............................................................................................3
FIRPTA Certificate...............................................................................................22
Grantee...........................................................................................................1
Grantor...........................................................................................................1
Hazardous Substances.............................................................................................45
Improvements......................................................................................................2
Intangible Property............................................................................................2, 1
J.C. Penney.......................................................................................................3
Kohl's............................................................................................................3
Land..............................................................................................................1
Laws.............................................................................................................36
Lease Schedule/Rent Roll..........................................................................................2
Material Portion.................................................................................................50
Notice...........................................................................................................51
Oak Park Mall.....................................................................................................6
Oak Park Property Owner...........................................................................................6
Official Records..................................................................................................5
Operating Expenses...............................................................................................27
Operating Reserve.................................................................................................5
Other Mall Contracts..............................................................................................6
Other Malls.......................................................................................................6
Overage Rents....................................................................................................28
Percentage Rentals...............................................................................................28
Permitted Exceptions.............................................................................................14
Permitted Outside Parties........................................................................................10
Personal Property.................................................................................................2
Prior Reports....................................................................................................37
Property..........................................................................................................1
Property Management Agreement....................................................................................16
Property Owner....................................................................................................1
Property Owner's Address..........................................................................................4
Property Owner's Broker..........................................................................................25
Property Owner's Condition Precedent.............................................................................20
Property Owner's Notice Period...................................................................................11
Property Owner's Property Manager.................................................................................5
Property Owner's Title Notice....................................................................................11
Property Records..................................................................................................9
Proprietary Information..........................................................................................10
Proration and Expense Schedule...................................................................................33
Purchase Price....................................................................................................5
Real Estate Taxes................................................................................................27
Real Property..................................................................................................2, 1
Released Parties.................................................................................................44
Rentals..........................................................................................................28
Sears.............................................................................................................3
Service Contracts..............................................................................................2, 1
</TABLE>

                                       xi

                                       70
<PAGE>
<TABLE>
<CAPTION>
Defined Term                                                                                                   Page
<S>                                                                                                             <C>
Shopping Center...................................................................................................5
Special Exceptions................................................................................................1
Special Warranty Deed............................................................................................22
Survey Exceptions................................................................................................11
Tenant Leases..................................................................................................2, 1
Tenant Prospect Commission Obligations...........................................................................17
Tenant Security Deposits.......................................................................................2, 1
Tenant/Anchor Notices............................................................................................22
Tenants...........................................................................................................3
Title Commitment.................................................................................................10
Title Company.....................................................................................................3
Title Documents..................................................................................................10
Title Objection..................................................................................................11
Title Objection Deadline..........................................................................................3
Title Objections.................................................................................................11
Title Policy.....................................................................................................13
to the knowledge of Property Owner...............................................................................37
Transferee........................................................................................................1
Transferor........................................................................................................1
Unknown Environmental Liabilities................................................................................45
Updated Survey...................................................................................................11
Voluntary Title Encumbrances.....................................................................................13
Von Maur..........................................................................................................3
</TABLE>

                                      xii


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>exhibit10236.txt
<DESCRIPTION>EXHIBIT 10.23.6
<TEXT>
                                                                 Exhibit 10.23.6

              EASTLAND MEDICAL BUILDING PURCHASE AND SALE AGREEMENT
                          AND JOINT ESCROW INSTRUCTIONS

      THIS EASTLAND MEDICAL BUILDING PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 17th day
of October, 2005 (the "Effective Date") by CBL & ASSOCIATES LIMITED PARTNERSHIP,
a Delaware limited partnership ("CBL/OP") and BMJ MEDICAL, LLC, a Missouri
limited liability company ("Property Owner").

                                   WITNESSETH:

      WHEREAS, Property Owner is the owner of a medical office building and
related land, improvements and property located in Bloomington, McLean County,
Illinois, which is more particularly described in, and is the subject of, this
Agreement; and

      WHEREAS, CBL/OP is a Delaware limited partnership which desires to acquire
the "Property" (described below) on the terms described in this Agreement; and

      NOW, THEREFORE, in consideration of the premises and the mutual
undertakings in this Agreement, and intending to be legally bound hereby, the
parties hereto agree as follows:

ARTICLE I
                 CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS

      This Article I sets forth certain definitions and fundamental provisions
for purposes of this Agreement. An index of defined terms used in this Agreement
is included with the Table of Contents of this Agreement.

1.1 "Property" means, collectively, all of Property Owner's right, title and
 interest in the Land, the Appurtenances, the Improvements, the Service
 Contracts, the Intangible Property and the Personal Property, as such terms are
 defined below.

1.1.1 "Land" means, collectively, that certain parcel of land located in
Bloomington, Illinois, which is described in Exhibit A attached hereto.

1.1.2 Intentionally Omitted"

1.1.3 "Appurtenances" means all right, title and interest, if any, of Property
Owner in and to the following: (a) all land lying in the bed of any street,
highway, road or avenue, open or proposed, public or private, in front of or
adjoining the Land, to the center line thereof; (b) all rights of way, highways,
public places, easements, appendages, appurtenances, sidewalks, alleys, strips
and gores of land adjoining or appurtenant to the Land which are now or
hereafter may be used in connection with the Property; (c) all awards to be made
in lieu of any of the foregoing or for damages to the Land by reason of the
change of grade of any street, highway, road or avenue; and (d) all easements,
rights and privileges benefiting the applicable Land.

                                       1
<PAGE>

1.1.4 "Improvements" means all buildings, structures, improvements and fixtures
located on the Land.

1.1.5 "Service Contracts" means any service, supply, maintenance, repair,
construction and management contracts to which Property Owner is a party
relating to the Real Property (as defined below).

1.1.6 "Intangible Property" means all assignable intangible personal property,
if any, now or through the date of Closing owned by Property Owner and arising
out of or in connection with Property Owner's ownership of the Real Property,
the Service Contracts and the Personal Property, including (to the extent any
such items exist) (a) Property Owner's rights to use any plans, specifications
and drawings relating to the Improvements (subject to the rights of the parties
who prepared the same), (b) Property Owner's rights to any current names, logos,
designs, trademarks, service marks, copyrights, and trade names used solely in
connection with the Real Property (including but not limited to any internet
domain names), (c) the goodwill of Property Owner in connection with the Real
Property, (e) all advertising materials, marketing programs and strategies, and
other similar rights relating solely to Property Owner's use and operation of
the Real Property, the Service Contracts and the Personal Property, (f) any
transferable licenses, permits and certificates of occupancy issued by
governmental authorities relating solely to the use, maintenance, occupancy
and/or operation of the Real Property, (g) any presently effective and
assignable warranties and guaranties issued solely with respect to the Real
Property, the Service Contracts and the Personal Property, and (h) the Books and
Records (as defined below).

1.1.7 "Intentionally Omitted.

1.1.8 "Personal Property" means, to the extent any such items exist, any
apparatus, furniture, appliances, building supplies, equipment, machinery and
other tangible items of personal property owned by Property Owner and presently
affixed, attached to, placed or situated upon the Real Property and used
exclusively in connection with the ownership, operation and occupancy of the
Real Property. Personal Property does not include any items of personal property
leased to Property Owner or otherwise owned by third parties, or any of the
Excluded Property referred to in Section 2.2 below.

1.1.9 "Real Property" means collectively the Land, the Improvements and the
Appurtenances.

1.1.10      "Intentionally Omitted.

1.1.11       Intentionally Omitted

1.1.12 "Books and Records" means all site and as built plans, surveys, soil and
substrata studies, architectural renderings, plans and specifications,
engineering plans and studies, floor plans, landscape plans and other plans,
diagrams or studies of any kind, if any, now in the possession or reasonable
control of Property Owner or Property Owner's Property Manager which relate to
the Land, the Improvements or the Personal Property, and all of Property Owner's
right, title and interest in and to operating manuals, marketing brochures,
market studies, tenant data sheets and other books, records and materials of any


                                       2
<PAGE>

kind now in the possession or reasonable control of Property Owner or Property
Owner's Property Manager and required in connection with the continuing
ownership, operation and management of the Improvements, and all financial and
accounting records of the Property Owner for all periods from and after August
1, 2005.

1.2    "Final Approval Date" means the Effective Date.

1.3 "Title Objection Deadline" means 5:00 p.m., Kansas City, Missouri time (it
 being agreed that all times in this Agreement shall be deemed to refer to
 Kansas City, Missouri time) on the later to occur of (i) the Effective date and
 (ii) the fifth (5th) Business day after CBL/OP's receipt of all of the Title
 Documents.

1.4 "Closing Date" means the (A) date that is the earlier of: (i) three (3)
 business days after the conditions set forth in Sections 5.2.11 and 5.3.7 of
 the Oak Park Contract and the Eastland Contract have been satisfied pursuant to
 their terms, and (ii) November 30, 2005, or (B) any earlier date upon which
 Property Owner and CBL/OP mutually agree.

1.5   "Title Company" means Fidelity National Title Insurance Company whose
address is:

              1800 Parkway Place
              Two Parkway Center, Suite 700
              Atlanta, Georgia 30067
              Attention:  Linda R. Thurman
              Telephone:  (770) 850-9600
              Facsimile:  (770) 850-8222

1.6   "CBL/OP's Address" means:

              CBL & Associates Limited Partnership
              c/o CBL and Associates Properties, Inc.
              2030 Hamilton Place Boulevard
              CBL Center, Suite 500
              Chattanooga, Tennessee 37421-6000
              Attention:  Jay Wiseman
              Facsimile:  (423) 490-8626

      With a copy to:

              Shumacker Witt Gaither & Whitaker, P.C.
              2030 Hamilton Place Boulevard
              CBL Center, Suite 210
              Chattanooga, Tennessee 37421
              Attention:  Ralph M. Killebrew, Jr.
              Telephone:  (423) 425-7209
              Facsimile:  (423) 899-1278

                                       3
<PAGE>

      and to

              Morrison & Foerster LLP
              1290 Avenue of the Americas
              New York, New York 10104-0185
              Attention:  Yaacov M. Gross
              Telephone:  (212) 468-8012
              Facsimile:  (212) 468-7900

1.7   "Property Owner's Address" means:

              BMJ Medical, LLC
              c/o Copaken, White & Blitt
              8900 State Line Rd., Suite 333
              Leawood, Kansas 66206
              Attention:  Keith Copaken
              Facsimile:  (913) 381-5624
              Telephone No.:  (913) 381-3840

      With a copy to:

              Lewis, Rice & Fingersh
              1010 Walnut, Suite 500
              Kansas City, Missouri 64106
              Attention:  Peter DiGiovanni
              Facsimile:  (816) 460-6504
              Telephone No.:  (816) 472-2504

1.8   "Property Owner's Property  Manager" means Copaken,  White & Blitt, LLC
whose address is 8900 State Line Rd., Suite 333, Leawood, Ks. 66206.

1.9 "Official Records" means the Official Records of the Register of Deeds for
McLean County, Illinois.

1.10  Intentionally Omitted

1.11  "Purchase Price " means the sum of $751,650.00.

1.12   "Escrow  Agent"  means  Fidelity  National  Title  Insurance  Company
of  New York,  having  its  office at 1800 Parkway Place, Two Parkway Center,
Suite 700, Atlanta, Georgia 30067; Attention:  Linda Thurman.

1.13 "Other Mall Contributors" means those parties identified and defined as
 "Contributors" in the Oak Park Contract and the Eastland Contract.

                                       4
<PAGE>

                                   ARTICLE II
                                PURCHASE AND SALE

2.1 Agreement. In consideration of the mutual agreements contained in this
 Agreement and for other good and valuable consideration, the receipt and
 sufficiency of which are hereby acknowledged, Property Owner agrees to sell the
 Property to CBL/OP, and CBL/OP agrees to purchase the Property, for the
 Purchase Price and upon the terms and conditions set forth in this Agreement.

2.2 Excluded Property. Notwithstanding anything to the contrary contained in
 this Agreement, the term "Property" shall not include any of the following
 items, all of which are excluded from the transfer by Property Owner to CBL/OP
 hereunder: (a) all cash on hand, , checks, money orders or accounts receivable,
 (b) any operating accounts, replacement or reserve accounts or other accounts
 maintained by or on behalf of Property Owner or Property Owner's affiliates
 with respect to the Property, other than those for which an adjustment is made
 pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or
 other security deposits or any bonds posted by or on behalf of Property Owner
 with any governmental authorities, utilities or other parties, other than those
 for which an adjustment is made pursuant to the last sentence of Section 6.3
 below; (d) Intentionally Omitted; (e) subject to Article XI below, any claims
 under Property Owner's insurance policies; (f) Intentionally Omitted; (g) any
 judgments which have been entered in favor of Property Owner as of the
 Effective Date for Delinquent Rentals; (h) the Excluded Documents; and (i)
 Property Owner's accounting software, provided however, that if such software
 is subject to a license that prohibits its commercial transfer, Property Owner
 shall, for up to ninety (90) days following the Closing Date, reasonably assist
 CBL OP in reviewing and copying, at CBL/OP's expense (by hard copy as well as
 electronically) all Books and Records provided to CBL OP hereunder in
 electronic form and to the transfer of such electronic Books and Records to CBL
 OP's accounting and property management systems.
2.3   Other Mall Contribution Agreements.

2.3.1 Definitions of other Malls and Purchase Agreements. For purposes hereof,
(i) "Oak Park Contract" shall mean that certain Contribution Agreement of even
date herewith by and between Oak Park Investment, L.P., a Delaware limited
partnership ("Oak Park Property Owner"), and its partners, as contributors, and
CBL/OP, with respect to the property commonly known as Oak Park Mall, Overland
Park, Kansas, herein "Oak Park Mall"; (ii) "Eastland Contract" shall mean that
certain Contribution Agreement of even date herewith by and between B-M-J
Development, Limited Partnership, a Delaware limited partnership ("Eastland
Property Owner"), and its partners, as contributors, and CBL/OP, with respect to
the property commonly known as Eastland Mall, Bloomington, Illinois, herein
"Eastland Mall."; and (iii) "Hickory Point Contract" shall mean that certain
Purchase and Sale Agreement of even date herewith by and between HP-SP
Associates, L.L.C., a Delaware limited partnership, and Hickory Point Mall,
Limited Partnership, a Delaware limited partnership (collectively, "Hickory
Point Property Owner"), as seller, and CBL/OP, as buyer, with respect to the
property commonly known as Hickory Point Mall, Forsyth, Illinois, herein
"Hickory Point Mall." The Oak Park Contract, Hickory Point Contract and the
Eastland Contract are sometimes collectively referred to herein as the "Other
Mall Contracts," and Oak Park Mall, Hickory Point Mall and Eastland Mall are
sometimes collectively referred to herein as the "Other Malls."

                                       5
<PAGE>

2.3.2 Other Mall Contracts; Cross Default; Cross Termination. (A) Any default or
material breach of a representation or warranty by the property owner and/or
contributors under either of the Other Mall Contracts shall constitute a default
of Property Owner under this Agreement, and any proper termination prior to
Closing by CBL/OP of either of the Other Mall Contracts as a result of a default
or material breach of a representation or warranty by the property owner and/or
contributors thereunder, shall constitute CBL/OP's proper election to terminate
this Agreement and recover the Letter of Credit or Deposit paid by CBL/OP under
the Other Mall Contracts, as applicable; and (B) any default or material breach
of a representation or warranty by CBL/OP under either of the Other Mall
Contracts shall constitute a default of CBL/OP under this Agreement, and any
proper termination prior to Closing by the property owner of either of the Other
Mall Contracts as a result of a default or material breach of a representation
or warranty by CBL/OP thereunder, shall constitute Property Owner's proper
election to terminate this Agreement that entitles Oak Park Property Owner to
draw on the Letter of Credit and receive payment of the Deposit.

                                  ARTICLE III
                                 PURCHASE PRICE

3.1 Purchase Price. Subject to the terms of this Agreement, the Purchase Price
 to be received by Property Owner for the sale of the Property to CBL/OP shall
 be $751,650.00, payable by wire transfer of immediately available funds at the
 Closing.

3.2   Intentionally Omitted

3.3   Intentionally Omitted

3.4   Intentionally Omitted

3.5   Intentionally Omitted

3.6   Intentionally Omitted

3.7 Purchase Price Payment. CBL/OP shall deposit the Purchase Price into Escrow
 no later than the Business Day immediately preceding the Closing Date in
 sufficient time such that the Closing may occur and Escrow Holder will be able
 to deliver good funds to Property Owner no later than 1:00 p.m. on the Closing
 Date.

                                   ARTICLE IV
                           INSPECTION AND TITLE REVIEW

4.1   CBL/OP's Inspections.

4.1.1 Inspections, Tests and Studies. CBL/OP acknowledges that prior to the
Final Approval Date, CBL/OP and CBL/OP's authorized agents, consultants,
contractors and representatives have been afforded access to the Real Property
to inspect and conduct such tests and studies of the Real Property as CBL/OP has
deemed appropriate to determine the suitability of the Property for CBL/OP's
purposes, and that CBL/OP has performed all such investigations as CBL/OP deems


                                       6
<PAGE>

necessary. CBL/OP and CBL/OP's authorized agents, consultants, contractors and
representatives may continue to have reasonable access to the Real Property at
all reasonable times during normal business hours to inspect and conduct
reasonably necessary non-invasive tests and studies of the Real Property and the
Improvements, but notwithstanding anything to the contrary contained in this
Agreement, CBL/OP shall have no right to terminate this Agreement by reason of
any matter revealed by any such entry, inspection, tests and studies. CBL/OP
shall not conduct any invasive inspections, tests or studies of the Real
Property without the specific prior written approval of Property Owner, which
approval shall not be unreasonably withheld by Property Owner. If CBL/OP desires
access to the Real Property, CBL/OP shall give at least 24 hours prior written
or oral notice to Property Owner and Property Owner's Property Manager of
CBL/OP's intention to enter the Real Property. Property Owner may impose
reasonable conditions on any inspections, tests and studies to be conducted by
CBL/OP or CBL/OP's authorized agents, consultants, contractors and
representatives to ensure that CBL/OP takes all appropriate safety precautions
and observes the requirements of Section 4.4 below. At Property Owner's option,
a representative of Property Owner may be present for any such inspection, test
or study. CBL/OP shall bear the cost of all inspections, tests and studies
conducted by or on behalf of CBL/OP.

4.1.2 CBL/OP's Delivery of Information to Property Owner. Upon Property Owner's
request, CBL/OP agrees to deliver to Property Owner, promptly following the
receipt thereof by CBL/OP and at no cost to Property Owner, copies of any and
all reports, tests, studies and test results obtained by CBL/OP from independent
third parties by or on behalf of CBL/OP with respect to the Property before or
after the execution and delivery of this Agreement, including those involving
the structural, geologic, environmental or other condition of the Property or
otherwise relating to the Property (collectively, "CBL/OP's Information").
Property Owner hereby acknowledges that CBL/OP has not made and does not make
any warranty or representation regarding the truth or accuracy of any CBL/OP's
Information, and Property Owner shall not have the right to rely on the same
unless it obtains the written permission to do so from the preparer thereof.
Nothing contained in this Section 4.1.2 shall be deemed to obligate CBL/OP to
deliver to Property Owner any CBL/OP's Information which CBL/OP obtains
following the Closing.

4.1.3 Tenant and Governmental Authority Inquiries. Subject to the provisions of
this Section and Section 4.4 below, CBL/OP shall have the right, as part of
CBL/OP's due diligence investigation, Property Owner's Property Manager and
governmental authorities about various aspects of the Property. CBL/OP shall
provide Property Owner with at least 24 hours prior written or oral notice of
each such inquiry, contact, interview and meeting and Property Owner shall have
the right to have a representative of Property Owner present and otherwise
participate in all such inquiries, contacts, interviews and meetings. Property
Owner shall not be liable or bound in any manner by any oral or written
statements, representations or information provided by Property Owner's Property
Manager, any governmental authority or any of such parties' personnel, employees
or contractors (including any on site building manager or building engineer).

4.2   Document Review.

4.2.1 Property Records. Following the Effective Date, Property Owner shall make
available to CBL/OP either at the Real Property or at Property Owner's and


                                       7
<PAGE>

Property Owner's Property Manager's offices in Leawood, Kansas, copies of those
documents and property records relating solely to the Property, other than the
Excluded Documents, which are within the possession of Property Owner or
Property Owner's affiliates and advisors. Following the Effective Date, Property
Owner shall direct Property Owner's Property Manager to make available to CBL/OP
at the Property Manager's office, or at the on-site management office at the
Real Property, all of those documents and property records relating solely to
the Property, other than the Excluded Documents, which are in the possession of
Property Owner's Property Manager. All of such documents, reports, tests,
studies and property records delivered to, made available to, copied and/or
reviewed by or on behalf of CBL/OP in connection with the Property (whether
before or after the Effective Date and specifically including all Service
Contracts), other than the Excluded Documents, are sometimes referred to
collectively herein as the "Property Records."

4.2.2 Excluded Documents. As used herein, "Excluded Documents" shall mean (a)
any purchase and escrow agreements and correspondence pertaining to Property
Owner's acquisition of the Property (other than documents pertaining to the
physical or environmental condition of the Real Property), (b) any documents
pertaining to the potential acquisition of the Property by any past or
prospective purchasers (other than documents relating to the physical or
environmental condition of the Real Property), (c) any third party purchase
inquiries and correspondence, appraisals or economic evaluations of the
Property, (d) Property Owner's organizational documents and records, internal
budgets, financial projections, reports or correspondence prepared by Property
Owner or by Property Owner's advisor exclusively for Property Owner or Property
Owner's constituent principals and any other internal documents (other than
documents relating to the physical, financial or environmental condition of the
Real Property), (e) any personnel records and files maintained by or on behalf
of Property Owner with respect to individuals, if any, employed at or in
connection with the Real Property which Property Owner is obligated by law or
otherwise to keep confidential, and (f) any documents or materials which are the
subject of a confidentiality obligation. If any document or material subject to
a confidentiality obligation will be binding on CBL/OP after the Closing,
Property Owner shall use its best efforts to obtain any required consents to
disclose the same to CBL/OP and will notify CBL/OP if there are any such
documents or materials for which it has not been able to obtain such consent.
Notwithstanding anything in this Section 4.2 to the contrary, Property Owner
shall have no obligation to make available to CBL/OP and CBL/OP's authorized
agents, consultants, contractors and representatives, and CBL/OP and CBL/OP's
authorized agents and representatives shall have no right to inspect or make
copies of, any of the Excluded Documents.

4.2.3 Proprietary Information. CBL/OP acknowledges and agrees that the Property
Records are proprietary and confidential in nature and have been or will be made
available to CBL/OP solely to assist CBL/OP in determining the feasibility of
purchasing the Property. CBL/OP agrees, prior to the Closing, not to disclose
the Property Records, any of the CBL/OP's Information, or any analyses,
compilations, studies or other documents or records prepared by or on behalf of
CBL/OP from any of the Property Records or the CBL/OP's Information
(collectively, the "Proprietary Information") to any party outside of CBL/OP's
organization except (a) as necessary to CBL/OP's agents, consultants,
contractors, representatives, attorneys, accountants, lenders, prospective
lenders, investors and/or prospective investors (collectively, the "Permitted


                                       8
<PAGE>

Outside Parties"), or (b) as may be required by any law applicable to CBL/OP.
CBL/OP further agrees to notify all Permitted Outside Parties that, prior to the
Closing, the Proprietary Information is to be kept confidential and not
disclosed to third parties. In permitting CBL/OP and the Permitted Outside
Parties to review the Property Records to assist CBL/OP, Property Owner has not
waived any privilege or claim of confidentiality with respect thereto, and no
third party benefits or relationships of any kind, either expressed or implied,
have been offered, intended or created by Property Owner and any such claims are
expressly rejected by Property Owner and waived by CBL/OP.

4.2.4 Return of Property Records. At such time as this Agreement is terminated
for any reason, CBL/OP shall return to Property Owner the copies of all of the
Property Records delivered to CBL/OP by or on behalf of Property Owner, and
CBL/OP shall destroy, and instruct all Permitted Outside Parties in writing to
destroy, any and all copies CBL/OP or the Permitted Outside Parties have made of
the Property Records.

4.2.5 No Representation or Warranty By Property Owner. CBL/OP acknowledges that
many of the Property Records were prepared by third parties other than Property
Owner. CBL/OP further acknowledges and agrees that, except as expressly set
forth in this Agreement, (a) neither Property Owner nor any of Property Owner's
respective agents, advisors, employees or contractors has made any warranty or
representation regarding the truth, accuracy or completeness of the Property
Records, (b) Property Owner expressly disclaims any such representation or
warranty, and (c) Property Owner has not undertaken any independent
investigation as to the truth, accuracy or completeness of the Property Records
and Property Owner is providing the Property Records or making the Property
Records available to CBL/OP solely as an accommodation to CBL/OP.

4.2.6 Remedies. In addition to any other remedies available to Property Owner,
Property Owner shall have the right to seek equitable relief (including specific
performance and injunctive relief) against CBL/OP and CBL/OP's agents,
consultants, contractors and representatives to enforce the provisions of
Section 4.2.3 and Section 4.2.4.

4.3   Title.

4.3.1 Title Documents. Prior to the execution and delivery of this Agreement,
CBL/OP received copies of the following items (collectively, the "Title
Documents"): (a) that certain Title Commitment No. 1606000261776 issued
effective August 9, 2005 by Chicago Title Insurance Company, as agent for the
Title Company with respect to the Real Property (the "Title Commitment"); (b)
all documents referred to in the Schedule B exceptions shown on the Title
Commitment; (c) Eastland Shopping Center, Bloomington, Illinois, prepared by
Farnsworth Group as Project No. 105637, certified by Brian R. Myers, PLS
No.3032, on September 7, 2005 (the "ALTA Survey"); and (d) an update and/or
modification and recertification of the ALTA Survey which has been ordered by
CBL/OP, at CBL/OP's sole cost and expense(the "Updated Survey"). CBL/OP shall
promptly request and deliver to the Title Company the Updated Survey in
sufficient time prior to the Title Objection Deadline so that any title
exception for discrepancies, conflicts in boundary lines, shortages in area,
encroachments, easements or claims of easements and other matters which would be
disclosed by a physical inspection of the Real Property, the ALTA Survey or by
the Updated Survey (collectively, "Survey Exceptions") shall be addressed as
Title Objections pursuant to Section 4.3.2 below.

                                       9
<PAGE>

4.3.2 Review of Title. All matters shown in the Title Documents which are not
objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title
Objection Notice") to Property Owner on or before the Title Objection Deadline
shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers
CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection
Deadline specifying CBL/OP's objection to any title exception pertaining to the
Real Property shown in the Title Documents (each a "Title Objection" and
collectively the "Title Objections"), Property Owner may, but except for
Voluntary Title Encumbrances, shall not be obligated to, remove from the Title
Policy or insure against (by title endorsement from the Title Company or
otherwise) some or all of such Title Objections. If Property Owner is able and
willing to remove or insure against some or all of the Title Objections,
Property Owner shall notify CBL/OP in writing within 5 days after the Title
Objection Deadline ("Property Owner's Notice Period") of those Title Objections
which Property Owner intends to attempt to remove or insure against on or before
the Closing Date (said notice hereinafter called "Property Owner's Title
Notice"). Without the necessity of objection by CBL/OP, Property Owner shall
comply with all of the requirements set forth in Schedule C of the Title
Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have
no obligation whatsoever to remove or insure against any Title Objections. If
Property Owner delivers Property Owner's Title Notice and thereafter Property
Owner is unable to remove or insure against any Title Objection as indicated in
Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP
and CBL/OP's sole remedy in such event shall be to either waive such Title
Objections and proceed with the Closing or terminate this Agreement. If Property
Owner does not deliver Property Owner's Title Notice to CBL/OP within Property
Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP
that Property Owner is unable or unwilling to remove or insure against the Title
Objections. If Property Owner notifies or is deemed to have notified CBL/OP that
Property Owner is unable or unwilling to remove or insure against any particular
Title Objection, CBL/OP shall be deemed to have waived those Title Objections
which Property Owner is unable or unwilling to remove or insure against unless
on or before the later to occur of (i) the Final Approval Date or (ii) 5 days
following receipt of the Property Owner's Title Notice (or 5 days following the
last day of the Property Owner's Notice Period if the Property Owner does not
give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and
Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to
terminate this Agreement by written notice to Property Owner and Escrow Holder
as provided in the preceding sentence, CBL/OP shall be entitled to a return of
the Letter of Credit or the Deposit, as applicable, and neither party shall have
any further rights or obligations under this Agreement, except for those
obligations of CBL/OP under this Agreement which expressly survive the
termination of this Agreement ("CBL/OP's Surviving Obligations").

4.3.3 Additional Title Objections. CBL/OP shall have the right to object to any
new title exceptions (other than Permitted Exceptions as defined in Section
4.3.7 below) first raised by the Title Company in any modification, update,
recertification or amendment to the Title Commitment which is issued after the
Effective Date of this Agreement by giving written notice ("CBL/OP's Additional
Title Objection Notice") to Property Owner within 5 days after CBL/OP's receipt
of any such modification, update, recertification or amendment, but in any event
no later than the Closing Date. If CBL/OP timely delivers CBL/OP's Additional
Title Objection Notice to Property Owner specifying CBL/OP's objection to any
new title exception first raised in a modification, update, recertification or


                                       10
<PAGE>

amendment to the Title Commitment which is issued after the Effective Date of
this Agreement (each an "Additional Title Objection" and collectively the
"Additional Title Objections"), Property Owner may, but except for Voluntary
Title Encumbrances, shall not be obligated to attempt to remove from the Title
Commitment or otherwise insure (at Property Owner's expense) against some or all
of such Additional Title Objections set forth in any CBL/OP's Additional Title
Objection Notice. If Property Owner does not notify CBL/OP in writing within 5
days after Property Owner's receipt of CBL/OP's Additional Title Objection
Notice (but in any event prior to the Closing Date) that Property Owner is
willing to so remove or otherwise insure against any Additional Title
Objections, Property Owner shall be deemed to have notified CBL/OP that Property
Owner is unable or unwilling to remove or otherwise insure against such
Additional Title Objections. If Property Owner does notify CBL/OP that Property
Owner is willing to remove or otherwise insure against any Additional Title
Objections and thereafter Property Owner is unable to remove or otherwise insure
against any Additional Title Objections as indicated in Property Owner's notice,
Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in
such event shall be to either waive such Additional Title Objection and proceed
with the Closing or terminate this Agreement. If Property Owner notifies or is
deemed to have notified CBL/OP that Property Owner is unable or unwilling to
remove or insure against any particular Additional Title Objection, CBL/OP shall
be entitled to terminate this Agreement by delivering within 10 days after the
CBL/OP's Additional Title Objection Notice written notice to Property Owner and
Escrow Holder terminating this Agreement. CBL/OP's failure to deliver such
written notice electing to terminate this Agreement to Property Owner and Escrow
Holder within such 10 day period shall be deemed CBL/OP's waiver of the
particular Additional Title Objection which Property Owner is unable or
unwilling to remove from the Title Policy or otherwise insure against. If this
Agreement is terminated on or before the Closing Date by reason of an Additional
Title Objection, the Letter of Credit or the Deposit, as applicable, shall be
returned to CBL/OP (including all interest which has accrued thereon while the
Deposit was held by Escrow Holder, but not any interest which has accrued
thereon while held by Property Owner) and neither party shall have any further
rights or obligations under this Agreement, except for the CBL/OP's Surviving
Obligations. Notwithstanding anything herein to the contrary, if CBL/OP's right
to terminate this Agreement pursuant to the foregoing provisions of this Section
4.3.3 has not expired prior thereto, it shall expire upon the Closing Date. If
CBL/OP is first notified of any new title exception (other than Permitted
Exceptions) less than 15 days prior to the Closing Date, the Closing shall be
extended until 5 days after the disposition of such new title exception is
determined pursuant to this Section 4.3.3.

4.3.4 Voluntary Title Encumbrances. As used herein "Voluntary Title
Encumbrances" means liens or encumbrances against the Property that are created
by Property Owner or which result from Property Owner's failure to pay for an
obligation of Property Owner after the Effective Date and that can be removed or
insured against solely by the payment of a liquidated sum of money; provided,
however, that the term "Voluntary Title Encumbrances" as used in this Agreement
shall not include the following: (a) any Permitted Exceptions; (b) Intentionally
Omitted; (c) Intentionally Ommited; (d) any liens or encumbrances against the
Property that are approved by CBL/OP or deemed approved by CBL/OP in accordance
with the provisions of this Agreement; or (e) Intentionally Omitted.
Notwithstanding anything to the contrary contained in Section 4.3.2 or Section
4.3.3 above, Property Owner shall remove from the Title Policy or otherwise
insure against all Voluntary Title Encumbrances on or before the Closing. If
from time to time prior to the Closing, either Property Owner or CBL/OP shall
become aware of any Voluntary Title Encumbrances, then Property Owner or CBL/OP


                                       11
<PAGE>

shall promptly notify the other party thereof, which notice shall describe in
reasonable detail the Voluntary Title Encumbrance(s) at issue and Property Owner
shall remove from the Title Policy or otherwise insure against all such
Voluntary Title Encumbrance(s) on or prior to Closing.

4.3.5 Use of Purchase Price to Discharge Liens. At the Closing, Property Owner
may, at Property Owner's option, use the proceeds of the Purchase Price to
discharge any monetary lien or encumbrance which Property Owner elects to pay or
discharge; provided, however, the preceding shall not be construed as obligating
Property Owner to satisfy any lien or encumbrance on the Property other than
Voluntary Title Encumbrances. Any lien or encumbrance or apparent lien or
encumbrance appearing of record against the Property which can be discharged by
the payment of money shall not be an objection to title if Property Owner, at
Property Owner's sole option, shall at the Closing cause to be delivered either
(a) a duly executed and acknowledged satisfaction along with the filing fee, or
(b) a payoff letter or demand and the appropriate funds to satisfy the lien or
encumbrance.

4.3.6 Title Policy. CBL/OP's obligation to consummate the transactions
contemplated by this Agreement shall be subject to and conditioned upon the
Title Company's willingness to issue, upon the condition of the payment of the
Title Company's premium and the delivery of the documents referred to in Section
5.6 below, an ALTA Extended Coverage Owner's Policy of Title Insurance (referred
to herein as the "Title Policy"), insuring CBL/OP in the amount of the Purchase
Price that fee title to the Real Property is vested in CBL/OP as of the Closing,
subject only to the title policy form conditions, exclusions from coverage and
exceptions, and the Permitted Exceptions. Notwithstanding the immediately
preceding sentence, the issuance of ALTA Extended Coverage and any title
endorsements as part of the Title Policy shall not be a condition precedent to
the Closing unless (a) CBL/OP has delivered to the Title Company prior to the
Closing Date, any necessary modification, update or recertification of the ALTA
Survey in current insurable form and otherwise satisfactory to the Title
Company, (b) the Title Company confirms in writing to CBL/OP and Property Owner
prior to the Title Objection Deadline the Title Company's willingness to issue
ALTA Extended Coverage and those title endorsements which have been requested by
CBL/OP prior to the Title Objection Deadline, and (c) CBL/OP pays for all costs
of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs
of any such title endorsements requested by CBL/OP (other than any endorsements
Property Owner has agreed to cause to be issued pursuant to a Property Owner's
Title Notice). If, prior to the Title Objection Deadline, CBL/OP has not
delivered any necessary modification, update or recertification of the ALTA
Survey in current insurable form satisfactory to the Title Company and the Title
Company has not confirmed in writing to CBL/OP and Property Owner prior to the
Title Objection Deadline the Title Company's willingness to issue ALTA Extended
Coverage and those title endorsements requested by CBL/OP, then the condition in
this Section 4.3.6 shall be the Title Company's willingness to issue an ALTA
Standard Coverage Owner's Policy of Title Insurance (with only those
endorsements the Title Company has affirmatively agreed in writing prior to the
Title Objection Deadline to issue) and all references in this Agreement to the
"Title Policy" shall mean and refer to such ALTA Standard Coverage Owner's
Policy of Title Insurance rather than an ALTA Extended Coverage Owner's Policy
of Title Insurance. In the event of any failure of the condition in this Section
4.3.6, CBL/OP shall have the right to terminate this Agreement by delivering
written notice thereof to Property Owner and Escrow Holder no later than the


                                       12
<PAGE>

Closing Date, and the failure by CBL/OP to timely deliver such notice of
termination shall be deemed CBL/OP's waiver of such condition. If such
termination notice is provided, Property Owner shall nonetheless have a period
of 10 days after receipt of such notice to satisfy such condition (and the
Closing Date shall be accordingly extended, if applicable), and if such
condition is remedied within such 10 day period, the Closing shall be
consummated in accordance with the provisions of this Agreement. In the event of
any such termination, the Letter of Credit or the Deposit, as applicable, shall
be returned to CBL/OP and neither party shall have any further rights or
obligations under this Agreement, except for the CBL/OP's Surviving Obligations.
The Title Company's willingness at Closing to issue the Title Policy to CBL/OP
shall only be a condition to CBL/OP's obligations and not a covenant of Property
Owner.

4.3.7 Permitted Exceptions. As used in this Agreement, the term "Permitted
Exceptions" shall mean (a) all matters disclosed in the Title Documents and to
which CBL/OP does not raise a Title Objection prior to the Title Objection
Deadline, or, having objected, CBL/OP waives or is deemed to have waived in
accordance with the provisions of Section 4.3.2 above; (b) any new title
exceptions first raised by the Title Company in any modification, update,
recertification or amendment to the Title Commitment issued after the Effective
Date and to which CBL/OP does not raise an Additional Title Objection within the
prescribed time, or, having objected, CBL/OP waives or is deemed to have waived
in accordance with the provisions of Section 4.3.3 above; (c) Intentionally
Omitted; (d) Intentionally Omitted; (e) Intentionally Omitted; (f) Intentionally
Omitted; (g) Intentionally Omitted; (h) any Survey Exceptions unless objected to
by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate
Taxes (including liens for community facilities districts, business improvement
districts or local improvement districts) for the fiscal year in which the
Closing occurs; (j) all zoning restrictions, regulations and requirements, all
building codes and all other applicable laws, ordinances and governmental
regulations affecting the Property; and (k) all matters directly or indirectly
caused by CBL/OP or arising through CBL/OP. Notwithstanding anything to the
contrary contained in this Agreement, liens and encumbrances for the payment of
any non-delinquent community facilities district taxes, business improvement
district charges and/or any local improvement district levies and special
assessments shall not be discharged at Closing and shall not be an objection to
title (subject to the proration of the current installments thereof as provided
in Section 6.2 below).

4.4   Inspection Obligations.

4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real
Property and conducting any investigations, inspections, tests and studies of
the Property or the Property Records prior to or following the execution and
delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors
and representatives shall be obligated to: (a) Intentionally Omitted; (b) not
unreasonably interfere with the operation, use and maintenance of the Property
or any of the construction work being performed at the Property; (c) not damage
any part of the Property or any personal property; (d) not injure or otherwise
cause bodily harm to Property Owner or any of Property Owner's agents,
contractors and employees, or any other third party; (e) maintain commercial
general liability (occurrence) insurance in terms and amounts set forth in
Section 4.4.3 covering any accident arising as a result of the presence of
CBL/OP and CBL/OP's agents, consultants, contractors and representatives on the
Real Property and deliver a certificate of insurance verifying such coverage to


                                       13
<PAGE>

Property Owner prior to any entry upon the Real Property (such insurance policy
maintained by or on behalf of CBL/OP shall insure the contractual liability of
CBL/OP covering the indemnities herein and shall (i) name the Property Owner and
Property Owner's Property Manager as additional insureds, (ii) contain a
cross-liability provision, and (iii) contain a provision that "the insurance
provided by CBL/OP hereunder shall be primary and non-contributing with any
other insurance available to Property Owner"); (f) promptly pay when due the
costs of all tests, investigations, studies and examinations done with regard to
the Property; (g) not permit any liens to attach to the Property by reason of
the exercise of CBL/OP's rights hereunder and promptly remove or cause to be
removed (by bonding or otherwise) any such liens which attach to the Property;
(h) fully restore the Real Property and the Personal Property to the condition
in which the same was found before any such inspections, tests or studies were
undertaken; provided that CBL/OP shall have no obligation to remediate any
hazardous materials on the Property except to the extent CBL/OP introduced the
same onto the Property or exacerbated any pre-existing hazardous materials
condition at the Property; (i) comply with the confidentiality standards set
forth in Section 4.2 above; and (j) comply with the terms and provisions of
Section 4.1 above.

4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold
Property Owner and Property Owner's respective agents, advisors, employees and
contractors harmless from and against any and all liens, claims, losses,
liabilities, damages, costs, causes of action and expenses (including reasonable
attorneys' fees and court costs) (collectively, "Claims") arising out of (a)
CBL/OP's negligence or willful misconduct or the negligence or willful
misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's
investigations, inspections, tests and studies of the Property and/or the
Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or
representatives of the provisions of this Article IV, excluding, however, any
Claims arising from the sole negligence or intentional misconduct of a person to
be indemnified hereunder. Notwithstanding any provision to the contrary
contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3
and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall
survive the Closing or earlier termination of this Agreement.

4.4.3 CBL/OP's Insurance. CBL/OP shall deliver to Property Owner a certificate
of insurance providing the following: (a) commercial general liability insurance
insuring Property Owner for bodily injury, property damage and personal injury
liability, each with a limit liability of $3,000,000 for each occurrence and in
the aggregate, (b) in like amount covering CBL/OP's contractual liability under
the aforesaid hold harmless provision, and automobile liability insurance limits
for each occurrence of not less than $1,000,000 with respect to personal injury
or death and $500,000 with respect to property damage, and (c) workers
compensation insurance or similar insurance in form and in amounts required by
law.

4.5   Intentionally omitted.

4.6 CBL/OP Deliveries Upon Termination. If this Agreement is terminated pursuant
 to any of the applicable terms hereof for any reason other than a default
 solely on the part of Property Owner, (i) the provisions of Section 4.1.2 shall
 survive such termination for a period of one year and (ii) CBL/OP covenants and
 agrees to deliver to Property Owner no later than 5 Business Days following the
 date of such termination the originals of all Property Records, if any,
 delivered to CBL/OP by or on behalf of Property Owner. In addition to any other


                                       14
<PAGE>

 remedies available to Property Owner, Property Owner shall have the right to
 seek equitable relief (including specific performance) against CBL/OP and
 CBL/OP's representatives to enforce the provisions of this Section 4.6.

4.7 Cancellation of Service Contracts. Subject to the Tenant Prospect Commission
 Obligations as set forth below, Property Owner shall terminate effective as of
 the Closing that certain leasing and management agreement dated July 1, 2000,
 between Property Owner and Property Owner's Property Manager (the "Property
 Management Agreement") and any other existing leasing listing agreement entered
 into by Property Owner for the Real Property. Property Owner shall give notice
 of cancellation of all Service Contracts except those identified on Exhibit J
 attached hereto, which notice of termination by Property Owner shall be
 effective as of the Closing and conditional upon the Closing taking place in a
 timely manner in accordance with this Agreement. Property Owner and CBL/OP
 agree as follows with respect to the cancellation fees, penalties, damages or
 payments, if any, required to be paid for the cancellation of any Service
 Contracts: (a) CBL/OP shall pay any cancellation fee, penalty, damages or
 payment (other than the Tenant Prospect Commission Obligations) required for
 the cancellation of any Service Contract (other than the Property Management
 Agreement or any other existing leasing listing agreement entered into by
 Property Owner for the Real Property) in accordance with CBL/OP's request; (b)
 Property Owner shall pay any cancellation fee, penalty, damages or payment
 required for the cancellation of the Property Management Agreement or any other
 existing leasing listing agreement entered into by Property Owner with respect
 to the Real Property, and (c) CBL/OP shall be responsible for the obligations
 of Property Owner pursuant to the Property Management Agreement to pay, or
 reimburse Property Owner for the payment of, a leasing commission to Property
 Owner's Property Manager if following the termination of the Property
 Management Agreement a lease is entered into with a party identified as a
 prospective tenant, and disclosed in writing to CBL/OP at least 5 days prior to
 the Closing Date, with whom Property Owner and/or Property Owner's Property
 Manager had been negotiating prior to the termination of the Property
 Management Agreement (the "Tenant Prospect Commission Obligations").
 Notwithstanding anything to the contrary contained herein, Property Owner's
 cancellation of any Service Contract (other than the Property Management
 Agreement with Property Owner's Property Manager or any existing leasing
 listing agreement entered into by Property Owner for the Real Property) shall
 not be a condition to Closing or CBL/OP's obligations hereunder. At the
 Closing, Property Owner shall terminate all Service Contracts other than those
 identified on Exhibit J attached hereto. CBL/OP acknowledges that,
 notwithstanding the foregoing, Property Owner shall have no obligation to
 terminate and CBL/OP shall assume at Closing the Tenant Prospect Commission
 Obligations of Property Owner pursuant to the Property Management Agreement.

                                   ARTICLE V
                               ESCROW AND CLOSING

5.1   Escrow.

5.1.1 Opening of Escrow. Property Owner and CBL/OP shall open an escrow (the
"Escrow") with Escrow Agent for the consummation of the transaction contemplated
by this Agreement by delivering copies of this Agreement executed by the parties
to Escrow Agent at the Escrow Agent's address specified in Section 1.6 above.


                                       15
<PAGE>

Upon receipt of this Agreement executed by the parties, Escrow Agent shall (a)
execute and date the Joinder by Escrow Agent attached hereto solely in order to
evidence Escrow Agent's agreement to act as Escrow Agent in accordance with the
terms and provisions of this Agreement, (b) immediately notify Property Owner
and CBL/OP in writing by facsimile of the date Escrow Agent has executed the
attached Joinder by Escrow Agent and (c) immediately deliver to Property Owner
and CBL/OP by overnight courier ink-signed originals of this Agreement fully
executed in counterpart by Property Owner, CBL/OP and Escrow Agent.

5.1.2 Escrow Instructions. This Agreement, together with such supplementary or
further escrow instructions as Property Owner, and CBL/OP shall provide to
Escrow Agent by written agreement, shall constitute the instructions to Escrow
Agent for the Escrow. Property Owner, and CBL/OP hereby authorize their
respective attorneys to execute and deliver to Escrow Agent any additional or
supplementary instructions as may be necessary or convenient to close the
transaction contemplated hereby. Property Owner and CBL/OP also agree to
execute, if necessary, Escrow Agent's standard or pre-printed escrow
instructions but only to the extent such standard or pre-printed escrow
instructions are consistent with this Agreement (including Escrow Agent's duties
contained herein) and are reasonably acceptable to Property Owner and CBL/OP.
Any such additional or supplementary instructions and/or any pre-printed or
standard instructions shall not supersede or conflict with this Agreement, and
any such conflict shall be governed by the terms of this Agreement.

5.1.3 Closing. As used in this Agreement, the "Closing" shall mean the
consummation of the purchase and sale transaction contemplated by this
Agreement, as evidenced by the recordation of the Special Warranty Deeds in the
Official Records. Each party shall timely deposit with Escrow Agent the funds,
documents and supplementary written escrow instructions required by this
Agreement in order to consummate the Closing of the sale and transfer of the
Property in accordance with this Agreement.

5.1.4 Closing Date. The Closing shall occur through Escrow on the Closing Date.
Property Owner and CBL/OP acknowledge and agree that time is expressly of the
essence with respect to the Closing Date specified in Section 1.5, and except as
otherwise provided in Sections 4.3.6 and Section 10.2, the failure of either
party to timely perform such party's obligations by such Closing Date shall
constitute a material breach of this Agreement.

5.2 Conditions Precedent to the Closing for the Benefit of CBL/OP. The Closing
 and CBL/OP's obligation to consummate the transaction contemplated by this
 Agreement are subject to the timely satisfaction or written waiver of the
 following conditions precedent for CBL/OP's benefit set forth below in this
 Section 5.2. The conditions precedent set forth below in Section 5.2.3 through
 Section 5.2.12 are referred to as the "CBL/OP Closing Conditions." The CBL/OP
 Closing Conditions must be satisfied or waived no later than the Closing Date.

5.2.1 Intentionally omitted.

5.2.2 Intentionally omitted.

5.2.3 Property  Owner's  Deliveries.  On or before the Closing Date,  Property
Owner shall have delivered to Escrow Agent the documents described in
Section 5.4 below.

                                       16
<PAGE>

5.2.4 Representations and Warranties. All representations and warranties of
Property Owner contained in Section 7.1 of this Agreement shall be true and
correct in all material respects as of the date made and as of the Closing Date
with the same effect as if those representations and warranties were made at and
as of the Closing Date and Property Owner shall have delivered to CBL/OP a
certificate, dated as of the Closing Date, confirming (without material
exception or qualification) that all of the representations and warranties of
Property Owner contained in this Agreement, are true and correct in all material
respects as of the Closing Date as if made on and as of the Closing Date (the
"Property Owner's Closing Certificate"). If the Property Owner's Closing
Certificate shall contain any material exception or qualification, then this
condition shall not be deemed satisfied to such effect. Notwithstanding the
foregoing, it is agreed that any change in the physical condition of the Real
Property after the Final Approval Date shall not constitute material exceptions
or qualifications for the purposes of this condition. Nothing set forth in this
Section shall be deemed to modify the provisions of Article XI.

5.2.5 Covenants. As of the Closing Date, Property Owner shall have performed all
material covenants and/or agreements to be performed by Property Owner under
this Agreement and Property Owner shall not be in material default in the
performance of any material covenant or agreement to be performed by Property
Owner under this Agreement.

5.2.6 Intentionally Omitted

5.2.7 Condemnation or Casualty. CBL/OP shall not have terminated this Agreement
by reason of the condemnation of a Material Portion of the Property in
accordance with Section 11.1 below and CBL/OP shall not have terminated this
Agreement by reason of Material Damage to the Real Property in accordance with
Section 11.3 below.

5.2.8 Title Policy. As of the Closing Date, the Title Company shall have issued
or irrevocably committed to issue the Title Policy to CBL/OP as provided in
Section 4.3.6 above.

5.2.9 Intentionally Omitted.

5.2.10      Intentionally Omitted.

5.2.11      Intentionally Omitted.

5.2.12 Simultaneous Closings Under Other Mall Contracts. The transactions
contemplated under the Other Mall Contracts shall close simultaneously with the
Closing hereunder, except this shall not be a CBL/OP Closing Condition if the
closing under the Other Mall Contracts shall fail to occur by reason of the
default of CBL/OP, and in such case, the provisions of Section 2.3.2 shall
apply.

      CBL/OP shall not willfully or in bad faith act or willfully or in bad
faith fail to act for the purpose of permitting any CBL/OP Closing Condition to
fail. In the event any of the foregoing CBL/OP Closing Conditions are not
satisfied (or otherwise waived by CBL/OP) on the Closing Date for any reason
other than a default by Property Owner or CBL/OP hereunder, and such failure of
condition is not remedied within 10 days after notice to Property Owner of such
failure of condition, this Agreement shall terminate, the Letter of Credit or
the Deposit, as applicable, shall be returned to CBL/OP and neither party shall


                                       17
<PAGE>

have any further rights or obligations under this Agreement, except for the
CBL/OP's Surviving Obligations; in the event the failure of any CBL/OP Closing
Condition is also a default by Property Owner, the provisions of Section 10.2
shall govern; and in the event the failure of any CBL/OP Closing Condition is
also a default by CBL/OP, the provisions of Section 10.1 shall govern. CBL/OP
shall at all times prior to the termination of this Agreement have the right to
waive any of the CBL/OP Closing Conditions. Except for those deemed waivers due
to CBL/OP's failure to timely deliver a notice of objection or termination, any
such waiver shall be in writing. Furthermore, the election by CBL/OP to proceed
with the Closing and the disbursement of the Purchase Price shall be deemed
CBL/OP's waiver of any CBL/OP Closing Condition to the extent any such CBL/OP
Closing Condition has not been previously satisfied or waived.

5.3 Conditions Precedent to the Closing for the Benefit of Property Owner. The
 Closing and Property Owner's obligations with respect to the transaction
 contemplated by this Agreement are subject to the timely satisfaction or
 written waiver by the respective dates designated below of the following
 conditions precedent for Property Owner's benefit set forth below in this
 Section 5.3. The conditions precedent set forth below in this Section 5.3 are
 referred to collectively as the "Property Owner's Conditions Precedent" and
 individually as a "Property Owner's Condition Precedent."

5.3.1 CBL/OP's Deliveries. On or before the Closing Date, CBL/OP shall have
delivered to Escrow Agent all of the funds and documents as provided in Section
Section 3.7 and in Section 5.6 of this Agreement.

5.3.2 Intentionally omitted.

5.3.3 Covenants. As of the Closing Date, CBL/OP shall have performed all
material covenants and/or agreements to be performed by CBL/OP under this
Agreement and CBL/OP shall not be in default in the performance of any material
covenant or agreement to be performed by CBL/OP under this Agreement.

5.3.4 Title Policy. As of the Closing Date, the Title Company shall have issued
or irrevocably committed to issue the Title Policy to CBL/OP and/or CBL/OP,
subject to the limitations provided in Section 4.3.6 above.

5.3.5 Representations and Warranties. All representations and warranties of
CBL/OP contained in Section 7.6 of this Agreement shall be true and correct in
all material respects as of the date made and as of the Closing Date with the
same effect as if those representations and warranties were made at and as of
the Closing Date and CBL/OP shall have delivered to Property Owner a
certificate, dated as of the Closing Date, confirming (without material
exception or qualification) that all of the representations and warranties of
CBL/OP contained in this Agreement, are true and correct in all material
respects as of the Closing Date as if made on and as of the Closing Date (the
"CBL/OP Closing Certificate"). If the CBL/OP Closing Certificate shall contain
any material exception or qualification, then this condition shall not be deemed
satisfied to such effect.

5.3.6 Intentionally Omitted.

5.3.7 Intentionally Omitted .

                                       18
<PAGE>

5.3.8 Simultaneous Closings Under Other Mall Contracts. The transactions
contemplated under the Other Mall Contracts shall close simultaneously with the
Closing hereunder, except this shall not be a Property Owner Closing Condition
if the closing under the Other Mall Contracts shall fail to occur by reason of
the default of Property Owner or the contributors thereunder, and in such case,
the provisions of Section 2.3.2 shall apply.

Property Owner shall not willfully or in bad faith act or willfully or in bad
faith fail to act for the purpose of permitting any Property Owner Condition
Precedent to fail. In the event any of the foregoing Property Owner Conditions
Precedent are not satisfied (or otherwise waived by Property Owner) by the
respective dates designated above in this Section 5.3 for any reason other than
a default by CBL/OP or Property Owner hereunder, this Agreement shall terminate,
the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP
and neither party shall have any further rights or obligations under this
Agreement, except for the CBL/OP's Surviving Obligations; in the event the
failure of any CBL/OP Closing Condition is also a default by Property Owner, the
provisions of Section 10.2 shall govern; and in the event the failure of any
CBL/OP Closing Condition is also a default by CBL/OP, the provisions of Section
10.1 shall govern. Property Owner shall at all times prior to the termination of
this Agreement have the right to waive any of the Property Owner Conditions
Precedent. Any such waiver shall be in writing; provided, however, the election
by Property Owner to proceed with the Closing and the recording of the Special
Warranty Deed shall be deemed Property Owner's waiver of any Property Owner
Condition Precedent to the extent any such Property Owner Condition Precedent
has not been previously satisfied or waived.

5.4 Property Owner's Deliveries. On or prior to the Closing Date, Property Owner
 shall make the following deliveries to Escrow Agent:

5.4.1 Special Warranty Deed. Property Owner shall deliver a special warranty
deed in the form attached as Exhibit C hereto (the "Special Warranty Deed"),
executed and acknowledged by Property Owner, conveying the Real Property to
CBL/OP subject to the Permitted Exceptions, to all matters of record, and to
such facts as would be disclosed by an accurate survey.

5.4.2 Intentionally Omitted

5.4.3 Bill of Sale and General Assignment. Property Owner shall deliver two
counterpart originals of a bill of sale and general assignment in the form
attached as Exhibit E hereto (the "Bill of Sale and General Assignment"),
executed by Property Owner.

5.4.4 Non-Foreign Certificate. Property Owner shall deliver two counterpart
originals of a certification from Property Owner as required by the Foreign
Investors Real Property Tax Act, as amended, in the form attached as Exhibit F
hereto (the "FIRPTA Certificate"), executed by Property Owner.

5.4.5 Intentionally Omitted

5.4.6 Intentionally Omitted

                                       19
<PAGE>

5.4.7 Closing Statement. Property Owner shall join with CBL/OP in delivering a
Closing Statement (defined hereinafter) reflecting the consideration paid at
Closing, with all adjustments as set forth herein, and all other costs of the
transaction that are customarily included on closing statements in the state
wherein the Property is located and pay any such net amount owing at Closing
after taking into account the credits and prorations set forth on the Proration
and Expense Schedule (as defined hereinafter).

5.4.8 Authority. Property Owner shall deliver evidence of the existence,
organization and authority of Property Owner and of the authority of the person
executing documents on behalf of Property Owner which evidence shall be subject
to the reasonable approval of CBL/OP.

5.4.9 Intentionally Omitted;

5.4.10      Intentionally Omitted.

5.4.11      Intentionally Omitted

5.4.12      Intentionally Omitted.

5.4.13 Original Documents. Property Owner shall deliver to CBL/OP the original
Service Contracts that CBL/OP has elected to assume pursuant to Section 4.7
above and licenses and permits, if any, assigned to CBL/OP and in the possession
of Property Owner or Property Owner's agents or Property Owner's Property
Manager, together with such leasing and property files and records which are
material in connection with the continued operation, leasing and maintenance of
the Property and the Books and Records.

5.4.14 Possession. Property Owner shall deliver possession and occupancy of the
Property together with any keys, electronic pass cards or devices (to the extent
in Property Owner's possession or control) to all entrance doors and doors to
equipment and utility rooms and vault boxes located in or related to the
Property.

5.4.15 Contract Termination. Property Owner shall deliver to CBL/OP such
evidence satisfactory to CBL/OP that the Property Management Agreement has been
terminated, and copies of all correspondence sent and received by Property Owner
relating to the termination of those Service Contract that CBL/OP has not agreed
to assume.

5.4.16      Intentionally Omitted

5.4.17      Intentionally Omitted.

5.4.18      Intentionally Omitted

5.4.19      Owner's  Affidavit.  The  general  partner of the  Property  Owner
shall  deliver an Owner's  Affidavit which shall be substantially in the form
attached hereto as Exhibit S.

5.4.20 Other Documents. Property Owner shall deliver such other documents as may
be reasonably required by Escrow Agent or the Title Company (provided, however,
no such

                                       20
<PAGE>

additional document shall expand any obligation, covenant, representation or
warranty of Property Owner or result in any new or additional obligation,
covenant, representation or warranty of Property Owner under this Agreement
beyond those expressly set forth in this Agreement).

5.5 Existing Property Owner Debt. Property Owner shall be responsible for any
 prepayment penalties or other prepayment amounts owing to its current lender in
 connection with the payment of its existing debt and described on Schedule II
 hereof ("Existing Property Owner Debt").

5.6   CBL/OP's Deliveries.  Prior to the Closing Date, CBL/OP shall deliver to
 Escrow Agent the following:

5.6.1 Funds. The Purchase Price, plus all net prorations, closing costs and
other funds required to be paid or provided by CBL/OP under this Agreement (all
monies CBL/OP is required to deliver shall be delivered by wire transfer of
immediately available funds to the account designated by Escrow Agent on the
Business Day immediately preceding the Closing Date so that the Closing may
occur and Escrow Agent will be able to disburse good funds to Property Owner no
later than 1:00 p.m. on the Closing Date).

5.6.2 Intentionally Omitted

5.6.3 Bill of Sale and General  Assignment.  CBL/OP  shall  deliver two
counterpart  originals of the Bill of Sale and General Assignment, executed
by CBL/OP_;

5.6.4 Closing Statement. Join with Property Owner in delivering a Closing
Statement reflecting the consideration paid at Closing, with all adjustments as
set forth herein, and all other costs of the transaction that are customarily
included on closing statements in the state wherein the Property is located and
pay any such net amount owing at Closing after taking into account the credits
and prorations set forth on the Proration and Expense Schedule.

5.6.5 CBL/OP Closing Certificate.  CBL/OP shall deliver to Property Owner the
CBL/OP Closing Certificate.

5.6.6 Authority. Evidence of the existence, organization and authority of CBL/OP
and of the authority of the persons executing documents on behalf of CBL/OP
reasonably satisfactory to the Title Company.

5.6.7 Other Documents. Such other documents as may be reasonably required by
Escrow Agent, Property Owner or the Title Company (provided, however, no such
additional document shall expand any obligation, covenant, representation or
warranty of CBL/OP or result in any new or additional obligation, covenant,
representation or warranty of CBL/OP under this Agreement beyond those expressly
set forth in this Agreement).

5.7   Intentionally Omitted.

5.8   Closing Costs.

                                       21
<PAGE>

5.8.1 Property's Owner's Closing Costs. Property Owner shall pay (a) the portion
of the premium for the Title Policy attributable to an ALTA Standard Coverage
Title Policy (as well as any endorsements which Property Owner agrees to have
issued to cure a Title Objection), (b) all legal and professional fees and fees
of other consultants incurred by Property Owner, (c) Intentionally Omitted, (d)
one-half of all Escrow fees and Escrow costs related to the sale of the Property
to CBL/OP (as opposed to any Escrow fees and Escrow costs related to any
financing obtained by CBL/OP which shall be paid by CBL/OP), (e) the payment to
Property Owner's Broker as provided in Section 5.9 below, and (f) any
pre-payment penalties or yield maintenance charges payable on any indebtedness
of Property Owner that is not a Permitted Exception.

5.8.2 CBL/OP's Closing Costs. CBL/OP shall pay (a) the excess portion of the
premium for the Title Policy attributable to an ALTA Extended Coverage Title
Policy (if the Title Policy is an ALTA Extended Coverage Title Policy), (b) the
cost of any endorsements to the Title Policy requested by CBL/OP (if the Title
Policy includes any endorsements) other than any endorsements which Property
Owner agrees to cause to be issued to cure a Title Objection, (c) any cost of
obtaining the Updated Survey, (d) the county and city transfer/recording taxes,
if any, assessed on the recording of the Special Warranty Deed conveying the
Property to CBL/OP, (e) all legal and professional fees and fees of other
consultants incurred by CBL/OP, (f) any and all Escrow fees and costs and any
other costs and expenses whatsoever related to any financing obtained by CBL/OP,
(g) all recording fees and charges, (h) one-half of all Escrow fees and Escrow
costs related to the sale of the Property to CBL/OP, and (i) all fees, costs,
charges, points, title insurance premiums, recording fees, mortgage registration
taxes for any financing obtained by CBL/OP and other costs and expenses incurred
in connection with the such financing.

5.8.3 General Allocation. Any other closing costs and expenses which are not
addressed in Section 5.8.1 and Section 5.8.2 above shall be allocated between
CBL/OP and Property Owner in accordance with the customary practice in the
jurisdiction in which the Property is located.

5.9 Real Estate Commissions. Property Owner shall be responsible for any
 commission, fee or other payment which may be due to Eastdil Realty Company,
 L.L.C., a New York limited liability company ("Property Owner's Broker") at
 Closing in connection with the transactions contemplated by this Agreement.
 Except for any commission that may be payable to Property Owner's Broker as set
 forth above, each party hereto hereby represents and warrants to the other
 party that no real estate brokerage commission is payable to any person or
 entity in connection with the transaction contemplated herein based upon any
 dealings or actions by the party making such representation. Each party further
 agrees to and shall indemnify, protect, defend and hold the other party
 harmless from and against the payment of any commission to any person or entity
 claiming by, through or under the indemnifying party. This indemnification
 shall extend to any and all claims, liabilities, costs, losses, damages, causes
 of action and expenses (including reasonable attorneys' fees and court costs)
 arising as a result of such claims and shall survive the Closing or any
 termination of this Agreement.

5.10 Real Estate Reporting Person. Escrow Agent is hereby designated the "real
 estate reporting person" for purposes of Section 6045 of Title 26 of the United


                                       22
<PAGE>

 States Code and Treasury Regulation 1.6045 4 and any settlement statement
 prepared by the Title Company shall so provide. Upon the Closing, CBL/OP and
 Property Owner shall cause Escrow Agent to file a Form 1099 information return
 and send the statement to each party as required under the aforementioned
 statute and regulation.

5.11 Post-Closing Access to Records. CBL/OP, Property Owner, and Property
 Owner's Property Manager shall cooperate with each other after Closing in case
 of either's need in response to any legal requirement, regulatory audit
 requirement, tax audit, tax return preparation or litigation threatened or
 brought against either the CBL/OP or Property Owner or other legitimate
 business reason, by allowing the other party and its agents or representatives
 access, upon reasonable advance notice (which notice shall identify the nature
 of the information sought by such party), at reasonable times to examine and
 make copies of any and all instruments, files and records pertaining to the
 Property with respect to any period of time prior to the Closing (including the
 Books and Records), which right shall survive Closing for a period of 7 years.

5.12 SEC Reporting Requirements. For the period commencing on the Execution Date
 and continuing through the first anniversary of the Closing Date, and without
 limitation of other document production otherwise required of Property Owner's
 Property Manager hereunder, Property Owner shall, or shall cause Property
 Owner's Property Manager to, from time to time, upon reasonable advance written
 notice from CBL/OP, provide CBL/OP and its representatives with (i) all
 financial, leasing and other information pertaining to the period of Property
 Owner's ownership and operation of the Property that is relevant and reasonably
 necessary, in the opinion of CBL/OP's outside, third party accountants (the
 "Accountants"), to enable CBL/OP and its Accountants to prepare financial
 statements and conduct audits of such financial statements in accordance with
 generally accepted auditing standards such that CBL/OP shall be in compliance
 with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05
 references Rule 3-14 of Regulation S-X of the regulations of the Securities and
 Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the
 regulations of the Commission, as applicable; (b) any other rule issued by the
 Commission and applicable to CBL/OP; and (c) any registration statement, report
 or disclosure statement filed with the Commission by or on behalf of CBL/OP;
 and (ii) a representation letter, signed by the individual(s) responsible for
 Property Owner's financial reporting, in the form prescribed by generally
 accepted auditing standards promulgated by the Auditing Standards Division of
 the American Institute of Certified Public Accountants, if such representation
 letter is required by the Accountants to render an opinion concerning Property
 Owner's financial statements.

                                   ARTICLE VI
                                   PRORATIONS

6.1 General. The following items set forth below in this Article VI are to be
 adjusted and prorated between Property Owner and CBL/OP as of 12:01 a.m. on the
 Closing Date (the "Adjustment Time"). All prorations shall be calculated as if
 the Property had been sold by Property Owner to CBL/OP on the Closing Date such
 that CBL/OP shall be deemed to own the Property, and therefore entitled to any
 revenues and responsible for any expenses, for the entire day upon which the
 Closing occurs). Such adjustments and prorations shall be calculated on the
 actual days of the applicable month and all annual prorations shall be based
 upon a 365 day year. The net amount resulting from the prorations and


                                       23
<PAGE>

 adjustments provided for in this Article VI (along with the allocation of
 Closing costs in accordance with Section 5.8 above) shall be added to (if such
 net amount is in Property Owner's favor) or deducted from (if such net amount
 is in CBL/OP's favor) the amount of the Purchase Price.

6.2 Real Estate Taxes. Real estate or ad valorem real property taxes,
 assessments (including installments of business improvement district charges
 and principal and interest installments due on any local improvement district
 liens, if any) and personal property taxes with respect to the Property
 (collectively, "Real Estate Taxes") shall be prorated based upon the latest
 available tax bill, such that Property Owner shall be responsible for all Real
 Estate Taxes levied against the Property for the period prior to the Adjustment
 Time and CBL/OP shall be responsible for all Real Estate Taxes levied against
 the Property for the period from and after the Adjustment Time. If the latest
 available tax bill is not the bill for the current tax year, then Real Estate
 Taxes shall be prorated based upon the latest tax information then available
 (including previous tax bills, current assessments and other information
 available from the taxing authorities) and CBL/OP and Property Owner shall
 re-prorate the Real Estate Taxes following the Closing as soon as the current
 tax bill or other current information becomes available. Any increase in Real
 Estate Taxes which is assessed following the Closing arising out of the sale of
 the Real Property to CBL/OP or a subsequent sale or change in ownership
 thereafter, and/or arising out of any construction or improvements to the Real
 Property prior to or following the Closing, shall be paid by CBL/OP when
 assessed. Refunds of Real Estate Taxes for the Real Estate Tax year in which
 the Closing occurs, net of the costs of pursuing any tax contest or protest
 proceedings and collecting such refunds, shall be prorated in proportion to the
 respective shares of such Real Estate Taxes borne by Property Owner and CBL/OP
 hereunder. Notwithstanding any statement herein to the contrary, the parties
 agree that taxes shall be prorated on the basis that Property Owner is
 responsible for taxes and assessments relating to periods prior to the Closing
 and CBL/OP is responsible for taxes and assessments relating to periods from
 the Closing and thereafter, and the parties further agree that this tax
 proration shall apply regardless of whether the taxing authority assesses taxes
 in arrears, currently or prospectively.

6.3 Operating Expenses. As used herein, "Operating Expenses" means all fees and
 charges for sewer, water, electricity, heat and air-conditioning service and
 other utilities; common area maintenance charges; rental taxes, personal
 property taxes, business occupational taxes and municipal taxes other than Real
 Estate Taxes; landlord's contributions to merchant or project associations or
 to promotional funds; periodic charges payable under Service Contracts assigned
 to and assumed by CBL/OP; periodic fees payable under transferable licenses and
 permits for the operation (as opposed to the construction) of the Property; and
 any other costs and expenses with respect to the operation and maintenance of
 the Property. Subject to the provisions of Section 6.4.3 below, Operating
 Expenses shall be prorated as of the Adjustment Time such that Property Owner
 shall be responsible for all Operating Expenses attributable on an accrual
 basis to the period prior to the Adjustment Time and CBL/OP shall be
 responsible for all Operating Expenses attributable on an accrual basis to the
 period from and after the Adjustment Time. If invoices or bills for any of such
 costs and expenses are unavailable on or before the Closing Date, such costs
 and expenses shall be estimated and prorated at Closing based upon the latest
 information available (including prior bills and operating history) and a final
 and conclusive readjustment of any cost and expense item shall be made upon
 receipt of the actual invoice or bill, but in all events no later than 90 days


                                       24
<PAGE>

 following the Closing. CBL/OP shall take all steps necessary to effectuate the
 transfer of all utilities to CBL/OP's name as of the date of Closing, and where
 necessary, open a new account in CBL/OP's name and post deposits with the
 utility companies. CBL/OP and Property Owner's Property Manager shall cooperate
 to have all utility meters read by the appropriate utility companies as of the
 date of Closing. If CBL/OP and Property Owner's Property Manager are unable to
 obtain final meter readings as of the Closing Date from all applicable meters,
 such expenses shall be estimated at Closing based upon the operating history of
 the Property subject to the final adjustment in all events no later than 90
 days following the Closing as provided above in this Section 6.3. Property
 Owner shall be entitled to recover any and all deposits held by any utility
 companies as of the date of Closing, and if any such deposits are not returned
 to Property Owner on or before the Closing Date and are assigned to CBL/OP,
 such amounts shall be credited to Property Owner's account and increase the
 amount of funds payable by CBL/OP at Closing.

6.4    Intentionally Omitted.

6.5   Intentionally Omitted.

6.6   Intentionally Omitted.

6.7   Intentionally Omitted.

6.8   Intentionally Omitted.

6.9 Adjustment Procedure. Not less than two Business Days prior to the Closing
 Date, Property Owner and CBL/OP shall agree upon a schedule of the allocation
 of costs and expenses to be made in accordance with Section 5.9 above and the
 prorations to be made in accordance with this Article VI (the "Proration and
 Expense Schedule"), which Proration and Expense Schedule shall be executed by
 Property Owner and CBL/OP, become a schedule to the closing statement described
 in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and utilized for purposes
 of making the adjustments to the Purchase Price at Closing for closing costs
 and prorations. As soon as practicable following the Closing (but in no event
 later than the first anniversary of the Closing, except that with respect to
 Real Estate Taxes, in no event later than fifteen (15) business days after
 receipt of the actual tax bill attributable for the calendar year 2005),
 Property Owner and CBL/OP shall reprorate the income and expenses set forth in
 this Article VI based upon actual bills or invoices received after the Closing
 (if original prorations were based upon estimates) and any other items
 necessary to effectuate the intent of the parties that all income and expense
 items be prorated as provided above in this Article VI. Any reprorated items
 shall be promptly paid to the party entitled thereto. Any payment by the
 Property Owner to CBL/OP pursuant to the preceding sentence shall be in cash.
 Any errors or omissions in computing adjustments at the Closing shall be
 promptly corrected, provided that the party seeking to correct such error or
 omission shall have notified the other party of such error or omission no later
 than the first anniversary of the Closing. The provisions of this Article VI
 shall survive the Closing.

                                       25
<PAGE>
                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Property Owner. As a material inducement
 to CBL/OP entering into this Agreement and consummating the transactions
 contemplated hereby, Property Owner hereby makes the following representations
 and warranties to CBL/OP as of the Effective Date, subject to the terms set
 forth herein and subject to the items set forth on Schedule 7.1 attached hereto
 and made a part hereof (the "Disclosure Schedule"):

7.1.1 Power and Authority of Property Owner. Property Owner has the right, power
and capacity to execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by Property Owner and constitutes Property Owner's legal,
valid and binding obligation, enforceable in accordance with its terms (except
as may be limited by applicable bankruptcy, insolvency, moratorium and other
principles relating to or limiting the right of contracting parties generally).
The execution, delivery and performance of this Agreement has been duly and
validly authorized by Property Owner. The execution, delivery and performance by
Property Owner of this Agreement and the consummation of the transactions
contemplated hereby will not, with or without the giving of notice or the lapse
of time, or both, (i) violate any provision of law, statute, rule or regulation
to which such Property Owner is subject, (ii) violate any order, judgment or
decree applicable to Property Owner, (iii) violate, conflict with, or result in
a breach or default under, or cause the termination of, any term or condition of
any court order, restriction, agreement, document or other instrument to which
Property Owner is a party or by which Property Owner may be bound, or (iv)
except as contemplated by this Agreement, result in the creation of any lien,
charge or encumbrance upon the Property or any part thereof.

7.1.2 Intentionally Omitted

7.1.3 Intentionally Omitted

7.1.4 [Intentionally Omitted].

7.1.5 Deliveries at Closing. All documents to be executed by Property Owner
which are to be delivered to CBL/OP at the Closing will be, duly authorized,
executed, and delivered by the Property Owner, will be legal, valid, and binding
obligations of Property Owner (except as limited by applicable bankruptcy,
insolvency, moratorium and other principles relating to or limiting the right of
contracting parties generally).

7.1.6 Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by Property Owner in connection with entering into
this Agreement, the instruments referenced herein, and the consummation of the
transaction contemplated hereby. No consent of any partner, shareholder,
trustee, trustor, beneficiary, creditor, investor, judicial or administrative
body, governmental authority or other party is required for Property Owner to
consummate the transactions contemplated by this Agreement, or if required, such
consent has been obtained.

                                       26
<PAGE>

7.1.7 Individuals Authority. The individuals executing this Agreement and the
instruments referenced herein on behalf of Property Owner have the legal power,
right, and actual authority to bind Property Owner to the terms and conditions
hereof and thereof.

7.1.8 Tenant Leases.  There are no leases, occupancy agreements that encumber
the Property.


7.1.9 Contracts. Other than those which are cancelable on 30 days' notice
without payment of any fees, there are no service, supply, maintenance, repair,
construction or management contracts to which Property Owner is a party relating
to the Property which will be binding upon CBL/OP, or the Property following the
Closing, except as disclosed by the Title Documents and except as described in
Exhibit Z attached hereto.

7.1.10 Pending Actions. There is no pending (or to Property Owner's knowledge,
threatened) action, suit or proceeding before any court or other governmental
agency naming Property Owner as a party that arises out of Property Owner's
ownership of the Property (other than any pending proceeding to contest the Real
Estate Taxes assessment of the Property).

7.1.11 Governmental/Insurance Notices. Except as disclosed to CBL/OP in writing,
Property Owner has not received any written notice (a) from any city, county,
state or other governmental authority having jurisdiction over the Real Property
stating that the Real Property is in material violation of the laws, rules or
ordinances applicable to the Real Property including applicable parking ratios,
which violation has not been corrected prior to the Effective Date, or (b) from
Property Owner's insurance carriers regarding defects or material inadequacies
of all or any part of the Real Property or use or operation thereof, which
defects or inadequacies have not been corrected prior to the Effective Date.

7.1.12 Condemnation/Rezoning. Except as disclosed in the Title Documents or
otherwise disclosed to CBL/OP in writing, Property Owner has not received any
official notice from any governmental authority having jurisdiction over the
Real Property of (a) any actual or threatened condemnation of the Property or
any part thereof; or (b) any actual plan, study or effort to rezone the Real
Property or to widen, modify, regrade or realign any street or highway that
borders the Real Property. Except as set forth in the Property Records delivered
or made available to CBL/OP as provided in Section 4.2.1 above and except as
disclosed to CBL/OP in writing, Property Owner has not been served with any
complaint for any pending eminent domain proceeding with respect to the
Property.

7.1.13 Environmental Law Violations. Except as disclosed to CBL/OP in writing,
(a) Property Owner has not received any written notice of a material violation
of any federal, state, or local laws, ordinances, rules or regulations governing
the use, storage, treatment, transportation, generation or disposal of Hazardous
Substances with respect to the Real Property, and (b) to Property Owner's
knowledge, no person or entity has caused any Hazardous Substances to be
disposed of or released at the Real Property during Property Owner's period of
ownership of the Real Property, except for amounts of Hazardous Substances that
may be present in the ordinary course of the shopping center/retail business
conducted by Property Owner, or occupants of the Real Property or in the
ordinary course of the maintenance and operation of the Real Property.

                                       27
<PAGE>

7.1.14 Lease Brokerage. There are no lease brokerage agreements, leasing
commission agreements or other agreements providing for payments by Property
Owner or its successors or assigns of any amounts for leasing activities or
procuring tenants with respect to the Property including lease renewals,
expansions or modifications.

7.1.15 No Violations. To Property Owner's knowledge, (i) the Property is in
compliance with applicable fire, health, building, use, occupancy or zoning laws
(collectively, "Laws"), including but not limited to applicable parking ratios
and (ii) any work that is required by any Laws to be done upon or in connection
with the Property has been done except for such work that may remain outstanding
and, if unaddressed, would not have a material adverse effect on the use of the
Property as currently owned and operated.

7.1.16      Intentionally Omitted.

7.1.17      Taxes.  To Property  Owner's  Knowledge,  no application or
proceeding is pending  seeking any increase or reduction in taxes or
assessments for the Property.

7.1.18 Financial/Operating Statements. The financial statements with respect to
the Property provided by Property Owner to CBL/OP (i) were materially accurate
as of the date and for the period(s) presented in such statements, and (ii)
accurately reflected the financial condition and results of operations of the
Property as of the period(s) presented.

7.1.19      Delivery of Environmental Reports and Property Condition Reports.

(i) Property Owner has delivered to CBL/OP or made available to CBL/OP all
environmental reports in the possession of Property Owner or Property Owners'
Property Manager (the "Existing Environmental Reports"). With respect to any
other environmental report not currently in Property Owner's possession, but
previously commissioned by or for the benefit of Property Owner or any lender to
Property Owner with respect to the Property or with respect to conditions that
may impact the Property (the "Prior Reports"), no such Prior Report contains
information which is materially inconsistent with the Existing Environmental
Reports.

(ii) Property Owner has delivered to CBL/OP or made available to CBL/OP all
reports in Property Owner's possession prepared within the five (5) year period
prior to the Effective Date that Property Owner has caused to be prepared or
that were prepared by or for any other person or entity with respect to the
Property or any portion of the Property that are in the nature of engineering
reports, reports of physical conditions of Improvements and/or any other reports
of other conditions at, on or impacting the Property that called for or
recommended repairs or capital expenditures in excess of $25,000.

7.1.20 Adjacent Property. Except for the property described in the Eastland
Contract, neither Property Owner nor any partner or affiliate of Property Owner
owns any interest in any real property that is adjacent to the Land or that is
within a one-mile radius of the Land.

7.1.21      Employees.  Property Owner neither has, nor has ever had, any
employees.

                                       28
<PAGE>

7.1.22      Intentionally Omitted.

7.2 Definition of Property Owner's Knowledge. For purposes of this Agreement,
 whenever the phrase "to the knowledge of Property Owner" or words of similar
 import are used, they shall be deemed to refer to the present actual (as
 opposed to constructive or imputed) knowledge of either Troy Marquis or Irwin
 Blitt, only, without any investigation or inquiry whatsoever by said
 individuals. CBL/OP acknowledges that the individuals named above are named
 solely for the purpose of defining and narrowing the scope of Property Owner's
 knowledge and not for the purpose of imposing any liability on or creating any
 duties running from such individual to CBL/OP. CBL/OP covenants that CBL/OP
 will bring no action of any kind against such individual or any officer,
 director, member, partner, shareholder, agent, representative, or advisor of
 Property Owner in such capacity arising out of the representations and
 warranties made by Property Owner in this Agreement.

7.3 Survival Period. The representations and warranties of Property Owner set
 forth in Section 7.1 and the indemnification obligations under Section 10.4.2
 shall survive until only the date which is one (1) year following the Closing
 (the "Expiration Date") (other than those representations and warranties set
 forth in Sections 7.1.1 through 7.1.7 and the indemnification obligations under
 Section 10.4.2, but only to the extent the indemnification obligations cover
 breaches of the representation and warranties set forth in Sections 7.1.1
 through 7.1.7, which shall survive until the date which is five (5) years
 following the Closing Date (the "Extended Expiration Date")) and shall
 automatically expire upon the Expiration Date (or Extended Expiration Date, as
 applicable) unless CBL/OP files a written claim against Property Owner with
 respect to any alleged breach prior to the Expiration Date (or Extended
 Expiration Date, as applicable) and commences suit within six (6) months
 following the filing of such claim (and, in the event any such suit is timely
 commenced by CBL/OP against Property Owner, shall survive thereafter only
 insofar as the subject matter of the alleged breach specified in such suit is
 concerned). If suit is not timely commenced by CBL/OP within the time period
 stated above, then Property Owner's representations and warranties and
 indemnifications obligations shall thereafter be void and of no force or
 effect.

7.4 Third Party Information. Notwithstanding anything to the contrary contained
 herein, and without limiting Article IX below, Property Owner shall not have
 any liability, obligation or responsibility of any kind to CBL/OP, any of
 CBL/OP's agents, members, partners, employees, representatives, related and
 affiliated entities, successors and assigns, or any other party claiming by,
 under or through CBL/OP (collectively, "CBL/OP Parties") with respect to the
 following: (a) the content or accuracy of any report, study, opinion or
 conclusion of any soils, toxic, environmental or other engineer or other person
 or entity who has examined the Property or any aspect thereof; (b) the content
 or accuracy of any information released to CBL/OP by an engineer or planner in
 connection with the Property; (c) the availability of building or other permits
 or approvals for the Property by any state or local governmental bodies with
 jurisdiction over the Property; (d) any of the items delivered or made
 available to CBL/OP pursuant to CBL/OP's review of the Property or the Property
 Records or the condition of the Property which have been prepared by anyone
 other than Property Owner (including any of the Title Documents); or (e) the
 content or accuracy of any other development or construction cost, projection,
 financial or marketing analysis given to CBL/OP by Property Owner or reviewed
 by CBL/OP with respect to the Property; provided that, in each case stated


                                       29
<PAGE>

 above, to the extent that Property Owner furnished or made available any
 documents or materials to CBL/OP, Property Owner represents and warrants that,
 to Property Owner's knowledge, such documents and materials are true and
 correct copies of those documents and materials contained in Property Owner's
 files. Under no circumstances whatsoever shall information possessed by or
 known to any person or entity other than Property Owner (including Property
 Owner's consultants, attorneys, agents and advisors or their respective
 employees or representatives) be imputed or attributed to Property Owner.

7.5 CBL/OP's Knowledge. For purposes of this Agreement, whenever the phrase "to
 the knowledge of CBL/OP" or "CBL/OP has actual knowledge" or words of similar
 import are used, they shall be deemed to refer to the present actual (as
 opposed to constructive or imputed) knowledge of Stephen Lebovitz, Keith
 Honnold and/or Jay Wiseman without any investigation or inquiry whatsoever by
 said individual. Property Owner acknowledges that the individual named above is
 named solely for the purpose of defining and narrowing the scope of CBL/OP's
 knowledge and not for the purpose of imposing any liability on or creating any
 duties running from such individual to Property Owner. Property Owner covenant
 that they will bring no action of any kind against such individual or any
 officer, director, member, partner, shareholder, agent, representative, or
 advisor of CBL/OP arising out of the representations and warranties made by
 CBL/OP in this Agreement. Notwithstanding anything to the contrary contained in
 this Agreement, Property Owner shall not have any liability, obligation or
 responsibility of any kind to CBL/OP or any other CBL/OP Party with respect to
 any representation or warranty contained in Section 7.1 above if, prior to the
 Closing, CBL/OP has actual knowledge that such representation or warranty is
 untrue or incorrect.

7.6 Representations and Warranties of CBL/OP. CBL/OP represents and warrants to
 Property Owner that upon approval of CBL/REIT's Board of Directors as described
 in Section 13.2 hereof, the following matters are true and correct as of the
 Effective Date:

7.6.1 Legal Power. CBL/OP will have the legal power, right and authority to
enter into this Agreement and the instruments referenced herein, and to
consummate the transaction contemplated hereby.

7.6.2 Duly Authorized. This Agreement is, and all the documents executed by
CBL/OP which are to be delivered to Property Owner at the Closing will be, duly
authorized, executed, and delivered by CBL/OP, and is and will be legal, valid,
and binding obligations of CBL/OP (except as may be limited by applicable
bankruptcy, insolvency, moratorium and other principles relating to or limiting
the right of contracting parties generally).

7.6.3 Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by CBL/OP in connection with entering into this
Agreement and the instruments referenced herein and by the Closing all such
necessary action will have been taken to authorize the consummation of the
transaction contemplated hereby. By the Closing no additional consent of any
partner, shareholder, trustee, trustor, beneficiary, creditor, investor,
judicial or administrative body, governmental authority or other party shall be
required for CBL/OP to consummate the transaction contemplated by this
Agreement.

                                       30
<PAGE>

7.6.4 Individuals Authority. The individuals executing this Agreement and the
instruments referenced herein on behalf of CBL/OP have the legal power, right,
and actual authority to bind CBL/OP to the terms and conditions hereof and
thereof.

                                  ARTICLE VIII
                               OPERATING COVENANTS

      Property Owner hereby agrees to the following covenants:

8.1 Insurance. Until the Closing, Property Owner shall keep the Property insured
 against fire, vandalism and other loss, damage and destruction with the same
 coverage, policy limits and deductible amounts as are currently maintained by
 Property Owner.

8.2 Operation of Property. Until the Closing, Property Owner shall operate the
 Property in the manner as Property Owner has previously done and Property Owner
 shall maintain and repair the Property through the Closing in a manner
 consistent with the manner in which Property Owner maintained and repaired the
 Property prior to the date of this Agreement, subject to the limitations on
 Property Owner's obligation to pay costs of repair and maintenance as set forth
 in Section 8.3 below.

8.3 Capital Improvements. Subject to Property Owner's obligations under Section
 8.2 above, from and after the Effective Date until the Closing, Property Owner
 shall not undertake any capital improvements or material alterations or
 renovations to the Real Property (including any which are recommended in any of
 the Property Records delivered or made available to CBL/OP or in any of the
 CBL/OP's Information), except as may be required under governmental
 regulations, without the prior written consent of CBL/OP. To the extent
 Property Owner is required (whether pursuant to Section 8.2, or under
 governmental regulations) or Property Owner receives CBL/OP's consent, pursuant
 to the foregoing sentence, to undertake any capital improvements or material
 alterations to the Real Property, Property Owner shall not be required to pay
 for capital improvements or maintenance and repair expenses in excess of One
 Hundred Thousand Dollars ($100,000). If the aggregate amount incurred by
 Property Owner for capital improvements under this Section 8.3 and maintenance
 and repair expenses under the Section 8.2 above, exceeds One Hundred Thousand
 Dollars ($100,000), provided the Closing occurs, CBL/OP shall reimburse
 Property Owner at Closing for the amount so expended in excess of One Hundred
 Thousand Dollars ($100,000); provided, further, that if the total reimbursement
 required of CBL/OP pursuant to this provision shall exceed Nine Hundred
 Thousand Dollars ($900,000), CBL/OP shall have the right to terminate this
 Agreement by written notice to Property Owner, in which event the Letter of
 Credit or the Deposit, as applicable, shall be returned to CBL/OP.

8.4 Leasing. From and after the Effective Date, Property Owner shall not enter
 into any new leases or occupancy agreements for any portion of the Property
 without the prior written consent of CBL/OP.

8.5 New Contracts. Except as permitted under the terms of this Agreement,
 Property Owner shall not enter into any new contract or other agreement
 affecting the Property (including but not limited to any transfer of any


                                       31
<PAGE>

 interest in the Property or placement or allowance of placement of any mortgage
 or lien against the Property) which would survive the Closing; provided that no
 consent of CBL/OP shall be required as to any proposed contract or other
 agreement which is entered into in the course of Property Owner's ordinary
 course of operating and maintaining the Property and which provides it is
 terminable upon 30 days (or less) notice without premium or penalty payable by
 CBL/OP.

8.6 Liens. From the Effective Date until Closing, except for the Permitted
 Exceptions, Property Owner shall not create or consent to the creation of any
 security interests, liens, easements or other title conditions affecting any
 portion of the Property, without the prior written consent of CBL/OP, which
 shall not be unreasonably withheld.

8.7   Intentionally Omitted

8.8 Transfers. From the Effective Date until Closing, Property Owner shall not
 (i) other than due to a casualty, condemnation or as required by law, offer to
 sell, or sell, mortgage, pledge, hypothecate or otherwise transfer or dispose
 of all or any part of the Property or any interest therein, or (ii) list the
 Property or any part thereof with any broker (other than extending the existing
 listing with Property Owner's Broker) or otherwise offer or solicit offers for
 the sale or transfer of the Property to any person or entity other than the
 CBL/OP.

8.9 Litigation. From the Effective Date until Closing, Property Owner shall give
 CBL/OP prompt notice of the institution of any litigation, arbitration or other
 administrative proceeding of which Property Owner becomes aware involving the
 Property or that could impact Property Owner's interest in the Property and
 will allow CBL/OP, if requested by CBL/OP, to participate in any decision to
 settle such matters and CBL/OP shall be entitled to approve or disapprove any
 settlement of such matters that, in the case of any of the foregoing, may have
 any material adverse impact on the Property following the Closing (it being
 agreed that a settlement which merely requires the payment of money by Property
 Owner and/or its insurers, and does not impose any future obligations
 concerning operation of the Property will be deemed not to have a material
 adverse impact on the Property following the Closing).

8.10 Schedule and Exhibit Updates. Property Owner shall notify CBL/OP of (i) any
 circumstance known to Property Owner that would result in a change to any
 Schedule or Exhibit or (ii) any discovery (or remembrance) of facts which would
 render any Schedule or Exhibit inaccurate or incomplete within a reasonable
 time following Property Owner's knowledge of the occurrence of such
 circumstance or discovery of such facts.

8.11  Intentionally Omitted

8.12 Employees of the Property Owner. By the Closing Date, Property Owner hereby
 covenants to terminate all of the employees employed by the Property Owner at
 Property Owner's sole cost and expense; and shall pay, at Property Owner's sole
 cost and expense, any and all wages, severances, bonuses, retirement packages
 and other considerations that such terminated employees are entitled to
 receive.

                                       32
<PAGE>

                                   ARTICLE IX
                                  "AS-IS" SALE

9.1 Disclaimer of Representations and Warranties by Property Owner.
 Notwithstanding anything contained in this Agreement to the contrary, except
 for those representations and warranties expressly made by Property Owner in
 Section 7.1 above, it is understood and agreed that neither Property Owner nor
 any of Property Owner's respective agents, employees, contractors or
 representatives, nor any other person purporting to act on behalf of Property
 Owner, has made and is not now making, and CBL/OP has not relied upon and will
 not rely upon (directly or indirectly), any warranties or representations of
 any kind or character, express or implied, oral or written, past, present or
 future, with respect to the Property, including warranties or representations
 as to (a) matters of title, (b) environmental matters relating to the Property
 or any portion thereof, (c) geological conditions, including subsidence,
 subsurface conditions, water table, underground water reservoirs, limitations
 regarding the withdrawal of water and earthquake faults and the resulting
 damage of past and/or future earthquakes, (d) whether, and to the extent to
 which, the Property or any portion thereof is affected by any stream (surface
 or underground), body of water, flood prone area, flood plain, floodway or
 special flood hazard, (e) drainage, (f) soil conditions, including the
 existence of instability, past soil repairs, soil additions or conditions of
 soil fill, or susceptibility to landslides, or the sufficiency of any
 undershoring, (g) zoning to which the Property or any portion thereof may be
 subject, (h) the availability of any utilities to the Property or any portion
 thereof including water, sewage, gas and electric, (i) usages of adjoining
 property, (j) access to the Property or any portion thereof, (k) the value,
 compliance with the plans and specifications, size, location, age, use, design,
 quality, descriptions, suitability, seismic or other structural integrity,
 operation, title to, or physical or financial condition of the improvements or
 any other portion of the Property, (l) any income, expenses, charges, liens,
 encumbrances, rights or claims on or affecting or pertaining to the Property or
 any part thereof, (m) the presence of hazardous substances in or on, under or
 in the vicinity of the Property, (n) the condition or use of the Property or
 compliance of the Property with any or all past, present or future federal,
 state or local ordinances, rules, regulations or laws, building, fire or zoning
 ordinances, codes or other similar laws, (o) the existence or non-existence of
 underground storage tanks, (p) any other matter affecting the stability or
 integrity of the Real Property, (q) the potential for further development of
 the Property, (r) the existence of vested land use, zoning or building
 entitlements affecting the Property, (s) the merchantability of the Property or
 fitness of the Property for any particular purpose (CBL/OP affirming that
 CBL/OP has not relied on the skill or judgment of Property Owner, Property
 Owner's Property manager, or any of their respective agents, employees,
 contractors or representatives to select or furnish the Property for any
 particular purpose, and that Property Owner does not make any warranty that the
 Property is fit for any particular purpose) or (t) tax consequences (including
 the amount, use or provisions relating to any tax credits). CBL/OP further
 acknowledges that any information of any type which CBL/OP has received or may
 receive from Property Owner or any of its agents, employees, contractors or
 representatives, including any environmental reports and survey, is furnished
 on the express condition that CBL/OP shall not rely thereon, but shall make an
 independent verification of the accuracy of such information, all such
 information being furnished without any representation or warranty whatsoever.

                                       33
<PAGE>

9.2 Sale "As Is". CBL/OP represents and warrants that CBL/OP is a knowledgeable,
 experienced and sophisticated buyer of real estate and that CBL/OP has relied
 and shall rely solely on (a) CBL/OP's own expertise and that of CBL/OP's
 advisors and consultants in purchasing the Property, and (b) CBL/OP's own
 knowledge of the Property based on CBL/OP's investigations and inspections of
 the Property. CBL/OP has conducted such inspections and investigations of the
 Property as CBL/OP deems necessary, including the physical and environmental
 conditions thereof, and shall rely upon same. Upon Closing, CBL/OP shall assume
 the risk that adverse matters, including adverse physical and environmental
 conditions, may not have been revealed by CBL/OP's inspections and
 investigations. CBL/OP acknowledges and agrees that upon Closing, Property
 Owner shall convey to CBL/OP and CBL/OP shall accept the Property based on the
 condition of the Property being "as is, where is," with all faults and defects
 (latent and apparent). CBL/OP further acknowledges and agrees that there are no
 oral agreements, warranties or representations with respect to the Property
 made by any Property Owner, or any agent, employee, contractor or
 representative of either of them except for representations and warranties made
 by Property Owner in this Agreement or any document delivered at or prior to
 Closing pursuant hereto. The terms and conditions of Section 9.1 and this
 Section 9.2 shall expressly survive the Closing, shall not merge with any
 Closing Documents. Property Owner is not liable or bound in any manner by any
 oral or written statements, representations or information pertaining to the
 Property furnished by Property Owner's Property Manager, Property Owner's
 broker or any other real estate broker, or any contractor, agent, or other
 third person. CBL/OP acknowledges that the Purchase Price reflects the "as is"
 condition of the Property and any faults, liabilities, defects or other adverse
 matters that may be associated with the Property except for representations and
 warranties made by Property Owner in this Agreement or any document delivered
 at or prior to Closing pursuant hereto. CBL/OP has fully reviewed the
 disclaimers and waivers set forth in this Agreement with CBL/OP's counsel and
 understands the significance and effect thereof.

9.3 CBL/OP Acknowledgments. CBL/OP acknowledges and agrees that (a) to the
 extent required to be operative, the disclaimers of warranties contained in
 Section 9.1 and Section 9.2 above are "conspicuous" disclaimers for purposes of
 all applicable laws and other legal requirements, and (b) the disclaimers and
 other agreements set forth in Section 9.1 and Section 9.2 are an integral part
 of this Agreement, that the Purchase Price has been adjusted to reflect the
 same and that Property Owner would not have agreed to consummate the
 transactions contemplated hereby without the disclaimers and other agreements
 set forth in Section 9.1 and Section 9.2 above.

9.4 CBL/OP Represented by Counsel. CBL/OP hereby represents and warrants to
 Property Owner that: (a) CBL/OP is not in a significantly disparate bargaining
 position in relation to Property Owner; (b) CBL/OP is represented by legal
 counsel in connection with the transaction contemplated by this Agreement; and
 (c) CBL/OP is acquiring the Property for business, commercial, investment or
 other similar purposes.

9.5   CBL/OP's Release of Property Owner.

9.5.1 Property Owner Released From Liability. Subject to those obligations
(including, without limitation, representations and warranties) of Property
Owner which this Agreement specifically provides shall survive the Closing,


                                       34
<PAGE>

CBL/OP hereby waives its and their right to recover from and fully and
irrevocably releases Property Owner, Property Owner's Property Manager and
Property Owner's employees, officers, directors, representatives, agents,
advisors, servants, attorneys, affiliates, parent, subsidiaries, successors and
assigns, and all persons, firms, corporations and organizations acting on
Property Owner's behalf (the "Released Parties") from any and all claims,
responsibility and/or liability that CBL/OP may now have or hereafter acquire
against any of the Released Parties for any costs, loss, liability, damage,
expenses, demand, action or cause of action arising from or related to (a) the
physical, environmental and structural condition (including any construction
defects, errors, omissions or other conditions, latent or otherwise), valuation,
salability or utility of the Property, or its suitability for any purpose
whatsoever, (b) the presence of any environmental problems, or the use,
presence, storage, release, discharge, or migration of Hazardous Substances on,
in, under or around the Property regardless of when such Hazardous Substances
were first introduced in, on or about the Property, and (c) the presence,
release and/or remediation of asbestos and asbestos containing materials in, on
or about the Property regardless of when such asbestos and asbestos containing
materials were first introduced in, on or about the Property. Notwithstanding
the foregoing, the Released Parties shall not be deemed to include contractors,
subcontractors and other persons who are unaffiliated with Property Owner and
who have supplied labor, materials or equipment to a work of improvement at the
Real Property. This release includes claims of which CBL/OP is presently unaware
or which CBL/OP does not presently suspect to exist which, if known by CBL/OP,
would materially affect CBL/OP's release of the Released Parties. CBL/OP
specifically waives the provision of any statute or principle of law, which
provides otherwise. In this connection and to the extent permitted by law,
CBL/OP agrees, represents and warrants that CBL/OP realizes and acknowledges
that factual matters now unknown to CBL/OP may have given or may hereafter give
rise to causes of action, claims, demands, debts, controversies, damages, costs,
losses and expenses which are presently unknown, unanticipated and unsuspected,
and CBL/OP further agrees, represents and warrants that the waivers and releases
herein have been negotiated and agreed upon in light of that realization and
that CBL/OP nevertheless hereby intends to release, discharge and acquit
Property Owner from any such unknown causes of action, claims, demands, debts,
controversies, damages, costs, losses and expenses.

9.5.2 Claims Under Environmental Laws. As used herein, (a) "Environmental Laws"
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource
Conservation and Recovery Act (42 U.S.C. Section 6902 et seq.), as amended, or
any similar federal, state or local law, ordinance, rule or regulation
applicable to the Property (including any principles of common law or common law
theories); and (b) "Hazardous Substances" means any hazardous, toxic or
dangerous waste, substance or material, any pollutant or contaminant, or any
substance which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance
which contains gasoline, diesel fuel or other petroleum hydrocarbons,
polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde or asbestos; and
(c) "Unknown Environmental Liabilities" means future obligations to remediate
Hazardous Substances which are located on the Property prior to the Closing,
whether or not such Hazardous Substance is disclosed by any of the Property
Records, CBL/OP's Information or any other source prior to the Closing. Without
limiting the foregoing provisions of this Article IX and notwithstanding the
provisions of any Environmental Laws to the contrary, but subject to (and
without waiving in any respect) the representations and warranties made by


                                       35
<PAGE>

Property Owner in Sections 7.1.11, 7.1.13 and 7.1.19 above, (i) Unknown
Environmental Liabilities relating to the Property which exist on or before the
Closing shall be borne solely by CBL/OP, and (ii) Property Owner shall be deemed
to be released from all Unknown Environmental Liabilities pursuant to Section
9.5.1 above. Without limiting the foregoing, but subject to (and without waiving
in any respect) the representations and warranties made by Property Owner in
Sections 7.1.11, 7.1.13 and 7.1.19 above, CBL/OP hereby waives and agrees not to
commence any action, legal proceeding, cause of action or suits in law or
equity, of whatever kind or nature, including a private right of action under
the federal superfund laws, 42 U.S.C. Sections 9601 et seq. or any other
Environmental Laws (as such laws and statutes may be amended, supplemented or
replaced from time to time), directly or indirectly, against the Released
Parties in connection with Unknown Environmental Liabilities or any other claims
relating to Hazardous Substances at the Property or arising under Environmental
Laws with respect to the Property.


                                     /s/ KLH
                                CBL/OP'S INITIALS

9.5.3 Survival. The foregoing provisions of this Article IX, including the
waivers and releases by CBL/OP, shall survive the Closing.

                                   ARTICLE X
                                    REMEDIES

10.1 Liquidated Damages; Property Owner's Remedies. In the event the Closing and
 the consummation of the transaction contemplated herein do not occur as
 provided herein by reason of any breach of CBL/OP, CBL/OP, and Property Owner
 agree that it would be impractical and extremely difficult to estimate the
 damages which Property Owner may suffer as a result thereof. Therefore, CBL/OP
 and Property Owner do hereby agree that a reasonable estimate of the total net
 detriment that Property Owner would suffer in the event that CBL/OP breaches
 this Agreement and fails to complete the purchase of the Property is and shall
 be, as Property Owner's sole and exclusive remedy (whether at law or in
 equity), and as the full, agreed and liquidated damages for such breach, the
 payment of the Deposit under the Other Mall Contracts (it being agreed by
 Property Owner that such Deposit shall be allocated among the Property Owner
 and the Other Mall Contributors in the manner described in the Indemnification
 Escrow Agreement which is attached hereto as Exhibit AA) (it being understand
 that there is no separate "Deposit" for this Agreement). Upon any such breach
 by CBL/OP, unless otherwise specified, this Agreement shall be terminated and
 neither party shall have any further rights or obligations hereunder, each to
 the other, except for the right of Property Owner to collect and retain such
 liquidated damages from CBL/OP and Escrow Agent and the obligation of CBL/OP to
 deliver to Property Owner the delivery items pursuant to Section 4.6 above;
 provided, however, that this liquidated damages provision shall not limit
 Property Owner's right to (a) receive reimbursement for or recover damages in
 connection with CBL/OP's indemnity of Property Owner and/or breach of CBL/OP's
 obligations pursuant to Section 4.4.2 and Section 5.9 above, (b) recover
 attorneys' fees and court costs pursuant to Section 10.3 below, (c) injunctive
 relief under Section 4.2.6 above, and/or (d) pursue any and all remedies
 available at law or in equity in the event that following any termination of
 this Agreement, CBL/OP or any other CBL/OP party asserts any claims or right to


                                       36
<PAGE>

 the Property that would otherwise delay or prevent Property Owner from having
 clear, indefeasible and marketable title to the Property. The parties
 acknowledge that the payment of such liquidated damages is not intended as a
 forfeiture or penalty, but is intended to constitute liquidated damages to
 Property Owner.

10.2 CBL/OP's Remedies. Subject to Section 10.5 below, in the event the Closing
 and the consummation of the transaction contemplated herein do not occur as
 provided herein by reason of any breach of Property Owner, then CBL/OP shall
 elect, as CBL/OP's sole remedy, either to: (a) terminate this Agreement by
 giving Property Owner timely written notice of such election prior to or upon
 the Closing Date, and CBL/OP shall be entitled to recover from Escrow Agent or
 Oak Park Property Owner, as applicable, the Letter of Credit or the Deposit, as
 applicable; or (b) enforce specific performance against Property Owner, in
 which event there shall be no reduction of the Purchase Price and CBL/OP shall
 not be entitled to recover any damages (whether actual, direct, indirect,
 consequential, punitive or otherwise) notwithstanding such failure or breach by
 Property Owner. Notwithstanding the foregoing, if Property Owner breaches any
 of Property Owner's obligations which pursuant to this Agreement are to be
 performed by Property Owner prior to the Closing Date, and instead of
 terminating this Agreement pursuant to this Section 10.2, CBL/OP proceeds with
 the Closing, then CBL/OP shall be deemed to have waived such default by
 Property Owner, provided that CBL/OP has knowledge thereof prior to Closing.
 CBL/OP shall be deemed to have elected to terminate this Agreement pursuant to
 Clause (a) hereinabove if CBL/OP fails to commence an action to assert a claim
 for specific performance against Property Owner on or before 30 days following
 the Closing Date. Notwithstanding the foregoing to the contrary, no notice of
 termination given by CBL/OP hereunder shall be of any force or effect if
 Property Owner cures the default within 5 Business Days after Property Owner's
 receipt of any such termination notice. If CBL/OP duly elects to terminate or
 is deemed to have elected to terminate this Agreement pursuant to Clause (a)
 hereinabove, then CBL/OP shall and hereby agrees in such event to waive any and
 all right to file or record any lis pendens or any other lien or encumbrance
 against the Property or to seek specific performance or other equitable relief
 or to seek or recover from Property Owner any damages (including any actual
 direct, indirect, consequential, punitive or other damages).

10.3 Attorneys' Fees. If any action is brought by either party against the other
 party, relating to or arising out of this Agreement, the transaction described
 herein or the enforcement hereof, the prevailing party shall be entitled to
 recover from the other party reasonable attorneys' fees, costs and expenses
 incurred in connection with the prosecution or defense of such action. For
 purposes of this Agreement, the term "attorneys' fees" or "attorneys' fees and
 costs" shall mean the fees and expenses of counsel to the parties hereto, which
 may include printing, photostatting, duplicating and other expenses, air
 freight charges, and fees billed for law clerks, paralegals and other persons
 not admitted to the bar but performing services under the supervision of an
 attorney, and the costs and fees incurred in connection with the enforcement or
 collection of any judgment obtained in any such proceeding. The provisions of
 this Section 10.3 shall survive the Closing and any termination of this
 Agreement and shall survive the entry of any judgment, and shall not merge, or
 be deemed to have merged, into any judgment.

10.4  Mutual Post-Closing Indemnities.

10.4.1 Definition of Losses. For purposes of this Section, "Losses" shall mean
any and all claims, actions, suits, demands, losses, damages, liabilities,


                                       37
<PAGE>

obligations, judgments, settlements approved by the indemnifying party, awards,
penalties, costs or expenses, including, without limitation, reasonable
attorneys' and paralegals' fees and expenses (based on actual time spent and
normal billing rates, and without giving effect to any statutory presumption of
the amount of reasonable attorneys' fees that might apply) but excluding the
following but only insofar as the following do not or have not resulted in
actual monetary loss: any damage to reputation, mental or emotional distress or
interference with business operations.

10.4.2 Property Owner's Indemnity. Subject to the limitations set forth in
Section 7.3 above and Sections 10.5 and 10.6 below, Property Owner hereby agrees
to indemnify, hold harmless and defend CBL/OP and any officer, director,
partner, employee and/or agent of CBL/OP from and against any and all Losses
arising out of or resulting from (i) any default by Property Owner on or prior
to Closing under the Service Contracts; (ii) the breach or inaccuracy of any
representation or warranty made by Property Owner in this Agreement or the
Closing documents delivered by Property Owner; (iii) any third party tort claim
with respect to the Property that arises or arose as the result of any injury or
damage occurring on or prior to Closing; (iv) the failure of Property Owner to
perform any of their covenants (I) set forth in Article VIII of this Agreement,
(II) or such other covenants set forth in this Agreement that are to be
performed after the Closing; or (v) any claims by Property Owner's employees,
including, but not limited to, any claims related to any termination of such
employees' employment and any unpaid wages, severances, bonuses, and retirement
packages; provided, however, that nothing in this Section 10.4.2 shall obligate
Property Owner to indemnify, hold harmless or defend CBL/OP with regard to any
Losses arising from (1) any continuing condition of the Property as of the
Closing Date which CBL/OP has agreed to accept in its "AS-IS, WHERE-IS"
condition as of the Closing Date, or (2) any matter for which CBL/OP has agreed
to release Property Owner pursuant to Section 9.5 of this Agreement, or (3) any
matter described in the last sentence of Section 7.5.

10.4.3 Sources for Satisfaction of Property Owner's Indemnity. At the Closing,
CBL/OP, Property Owner and the Other Mall Contributors shall establish with
Escrow Agent at Closing a single escrow account (the "Indemnity Escrow Fund")
for this Agreement and the Other Mall Contracts, into which $5,000,000 shall be
deposited by the Property Owner and the Other Mall Contributors and held and
administered by the Escrow Agent pursuant to the terms and conditions of the
Indemnity Escrow Agreement as the initial source for CBL/OP's claims for
indemnifications under this Agreement and under the Other Mall Contracts. The
entire amount of the Indemnity Escrow Fund shall be available to satisfy claims
under this Agreement or either of the Other Mall Contracts, without regard to
what portion of such Indemnity Escrow Fund has been funded by Property Owner
hereunder or by Other Mall Contributors. At any time prior to the "Expiration
Date" specified in Section 7.3, CBL/OP shall be entitled to make a claim against
the Indemnity Escrow Fund for Losses incurred by CBL/OP and for which it is
entitled to be indemnified pursuant to Section 10.4.2 of this Agreement;
provided however, with respect to the "Unlimited Claims" set forth in Section
10.6, CBL/OP's remedy shall not be limited to the amount of funds held of the
Indemnity Escrow Fund, and CBL/OP may make a claim directly against any Property
Owner for payment thereof. As of the Expiration Date, the funds remaining in the
Indemnity Escrow Fund shall be disbursed in the manner described in the
Indemnity Escrow Agreement, except to the extent that CBL/OP has made a claim
hereunder which remains outstanding, in which case, the amount in excess of such


                                       38
<PAGE>

claim shall be disbursed pursuant to the Indemnity Escrow Agreement, and the
remaining amount, if any, shall be disbursed upon the resolution of such claim.

10.4.4 CBL/OP's Indemnity. Subject to the limitations set forth herein, CBL/OP
agrees to indemnify, hold harmless and defend Property Owner and any officer,
director, member, employee and/or agent of Property Owner from and against any
and all costs, losses, damages and expenses, of any kind or nature whatsoever
(including attorneys' fees and costs) arising out of or resulting from (i) any
default by CBL/OP on or after Closing under the Service Contracts (whether or
not assumed by CBL/OP), (ii) the breach or inaccuracy of any representation or
warranty made by CBL/OP in this Agreement or the Closing documents delivered by
CBL/OP, (iii) any third party tort claim with respect to the Property that
arises or arose as the result of any injury or damage occurring after Closing,
(iv) the failure of CBL/OP to perform any of its covenants set forth in this
Agreement, or (v) any other liabilities relating to the operation of the
Property arising from and after Closing.

10.5 Minimum Amount Requirement for Damages. Notwithstanding anything to the
 contrary contained in this Agreement, if the Closing is consummated, neither
 party shall have any liability to the other party following the Closing with
 respect to any breaches of indemnification obligations under Sections 10.4.2
 and 10.4.4 (nor with respect to the breach of any obligation or warranty or
 representation to which such indemnity applies [collectively, an
 "Indemnification Obligation"]), unless and until the aggregate amount of the
 actual general and compensatory damages suffered by the non-defaulting party by
 reason of any such breaches of an Indemnification Obligation, exceeds the sum
 of $250,000 in the aggregate of this Agreement and the Other Mall Contracts;
 but then in such event, the damages that the non-defaulting party may collect
 shall begin with and include the first dollar of such loss. Unless and until
 the amount of the actual damages suffered or incurred by the non-defaulting
 party by reason of any such breaches of Indemnification Obligations exceeds in
 the aggregate (under this Agreement and the Other Mall Contracts) the sum of
 $250,000, the non-defaulting party shall not be entitled to file an action or
 lawsuit or undertake any other legal proceeding against the defaulting party by
 reason of any such breaches of Indemnification Obligations. The provisions of
 this Section 10.5 shall survive the Closing. The limitations set forth in this
 Section 10.5 shall not apply to breaches of any covenants (other than the
 Indemnification Obligations), nor apply to the prorations pursuant to Article
 VI.

10.6 Limitation of Property Owner's Liability. Subject to the limitations and
 other provisions of this Agreement, Property Owner's total liability with
 respect to a breach of any of Property Owner's representations or warranties
 contained in this Agreement or in any document or instrument executed and
 delivered by Property Owner at Closing or any breach of Property Owner's
 Indemnification Obligations (other than the representations and warranties set
 forth in Sections 7.1.1, 7.1.6, or 7.1.7 or the indemnification obligations
 under Sections 10.4.2 to the extent the same cover breaches of the
 representations and warranties under Sections 7.1.1, 7.1.6, or 7.1.7
 [collectively, the "Unlimited Claims"]) is limited to $5,000,000 in the
 aggregate for all such breaches hereunder and all breaches of the comparable
 provisions of the Other Mall Contracts. In computing the aggregate amount of
 claims for the foregoing purpose, Property Owner's liability shall be in
 addition to the amount of any insurance proceeds and any indemnity,
 contribution or similar payment received by CBL/OP from any third party with
 respect thereto less expenses incurred by CBL/OP in collecting any such


                                       39
<PAGE>

 insurance proceeds and third party payments. The foregoing limitation on
 liability shall survive the Closing or any earlier termination of this
 Agreement and shall not diminish or otherwise affect CBL/OP's waivers and
 releases in Article IX of this Agreement.

10.7  Intentionally Omitted,

10.8 Limited Liability. CBL/OP hereby agrees that in no event or circumstance
 shall any of the members, partners, shareholders, employees, representatives,
 officers, directors, or agents of Property Owner or Property Owner's Property
 Manager have any personal liability under this Agreement, or to any of CBL/OP's
 creditors, or to any other party in connection with the Property. Property
 Owner hereby agrees that in no event or circumstance shall any of the members,
 partners, shareholders, employees, representatives, officers, directors, or
 agents of CBL/OP have any personal liability under this Agreement, or to any of
 Property Owner's creditors, or to any other party in connection with the
 Property.

      Notwithstanding anything contained herein to the contrary, this Article X
shall survive the Closing.

                                   ARTICLE XI
                          CONDEMNATION/CASUALTY DAMAGE

11.1 Condemnation. If, prior to Closing, any governmental authority or other
 entity having condemnation authority shall institute an eminent domain
 proceeding or take any steps preliminary thereto (including the giving of any
 direct or indirect notice of intent to institute such proceedings) with regard
 to a "Material Portion" of the Land and Improvements (as defined below), and
 the same is not dismissed prior to the Closing Date, CBL/OP shall be entitled,
 as CBL/OP's sole remedy, to terminate this Agreement upon written notice to
 Property Owner (a) within 15 Business Days following notice by Property Owner
 to CBL/OP of such condemnation or the threatened condemnation or (b) on the
 Closing Date, whichever occurs first. If CBL/OP does not terminate this
 Agreement pursuant to the preceding sentence, CBL/OP shall be conclusively
 deemed to have elected to accept such condemnation and waives any right to
 terminate this Agreement as a result thereof. For purposes of this Section
 11.1, a "Material Portion" shall mean that portion of the Land and Improvements
 which, if taken or condemned, would cause the Eastland Mall to be in violation
 of the current applicable zoning laws with regards to required number of
 parking spaces for the Eastland Mall. If CBL/OP elects to terminate this
 Agreement under this Section 11.1, Escrow Agent or Property Owner, as
 applicable, shall return the Deposit to the CBL/OP and neither party shall have
 any further rights or obligations under this Agreement, except for the CBL/OP's
 Surviving Obligations. If CBL/OP waives (or is deemed to have waived) the right
 to terminate this Agreement as a result of such a condemnation, then despite
 such condemnation, Property Owner and CBL/OP shall proceed to Closing in
 accordance with the terms of this Agreement with no reduction in the Purchase
 Price, and Property Owner shall assign to CBL/OP at Closing, as part of the
 Intangible Property, all of Property Owner's right, title and interest in and
 to all proceeds resulting or to result from said condemnation and give a credit
 for any proceeds received prior to Closing.

11.2 Nonmaterial Condemnation. If, prior to Closing, a taking or condemnation
 relating to the Property has occurred, or is threatened, which is not described


                                       40
<PAGE>

 in Section 11.1 above, the Closing shall take place as provided in this
 Agreement with no reduction of the Purchase Price, and Property Owner shall
 assign to CBL/OP at Closing, as part of the Intangible Property, all of
 Property Owner's right, title and interest in and to all proceeds resulting or
 to result from said condemnation and give a credit for any proceeds received
 prior to Closing.

11.3 Casualty Damage. If, prior to the Closing, any of the Improvements are
 damaged by fire or other casualty (collectively, "Casualty"), then: (i) the
 parties shall proceed to close this transaction in accordance with the terms of
 this Agreement; (ii) at the Closing, CBL/OP shall receive a credit against the
 Purchase Price in an amount equal to the deductible under Property Owner's
 casualty insurance policy plus the amount of any proceeds received by Property
 Owner prior to Closing to the extent the same exceed costs of restoration and
 repair expended by Property Owner; and (iii) Property Owner shall, as part of
 the Intangible Property, assign to CBL/OP all of Property Owner's rights in the
 resulting casualty insurance proceeds; provided, however, that in no event
 shall the sum of such credit for the deductible and the amount of the insurance
 proceeds assigned to CBL/OP pursuant to Clauses (ii) and (iii) hereinabove
 exceed the lesser of (1) the Purchase Price or (2) the cost to complete the
 repair of the Casualty following the Closing; provided, however, CBL/OP shall
 have no obligation to close with an assignment of casualty insurance proceeds
 unless Property Owner shall provide to CBL/OP a statement from the insurance
 company recognizing the casualty and the applicability of the insurance policy
 thereto and noting the insurance carrier's acknowledgement of the coverages set
 forth in the insurance policy to the particular casualty with no offsets,
 exclusions or denials of coverage and the assignability of the policy to the
 CBL/OP, and CBL/OP shall be reasonably satisfied that the insurance proceeds
 are adequate to restore the damage, and if Property Owner fails to provide such
 statement from the insurance company by the Closing Date, and Property Owner is
 unwilling to escrow (on terms mutually satisfactory to the parties) the amount
 required to restore the damage, CBL/OP may elect to terminate this Agreement,
 by written notice to Property Owner. If CBL/OP elects to terminate this
 Agreement under this Section 11.3, Escrow Agent or Oak Park Property Owner, as
 applicable, shall return the Letter of Credit or the Deposit, as applicable, to
 CBL/OP and neither party shall have any further rights or obligations under
 this Agreement, except for the CBL/OP's Surviving Obligations.

                                  ARTICLE XII
                              INTENTIONALLY OMITTED



                                  ARTICLE XIII
                                  MISCELLANEOUS

13.1 Entire Agreement. This Agreement contains the entire agreement of the
 parties hereto. There are no other agreements, oral or written, and this
 Agreement can be amended only by written agreement signed by the parties
 hereto, and by reference made a part hereof.

13.2 CBL/REIT Board Approval; Agreement Binding on Parties. The effectiveness of
 this Agreement is subject to the approval of the Board of Directors of CBL/REIT
 within 72 hours following execution thereof by CBL/OP. Subject only to such
 Board approval, this Agreement, and the terms, covenants, and conditions


                                       41
<PAGE>

 contained herein, shall inure to the benefit of and be binding upon the heirs,
 personal representatives, successors, and assigns of each of the parties
 hereto. CBL/OP may assign CBL/OP's rights under this Agreement only upon the
 following conditions: (a) the assignee of CBL/OP must be an entity which is
 directly owned or controlled by CBL/OP; (b) the Deposit must have been
 delivered to Escrow Agent in accordance with Section 3.2.1 above; (c) CBL/OP
 shall remain primarily liable for the performance of CBL/OP's obligations under
 this Agreement; and (d) the assignee must expressly assume in writing all of
 CBL/OP's obligations under this Agreement, and CBL/OP shall deliver to Property
 Owner a copy of the fully executed written assignment and assumption agreement
 between CBL/OP and such assignee at or before the Closing.

13.3 Notice. Any notice, communication, request, reply or advice (collectively,
 "Notice") provided for or permitted by this Agreement to be made or accepted by
 either party must be in writing. Notice may, unless otherwise provided herein,
 be given or served (a) by delivering the same to such party, or an agent of
 such party, in person or by commercial courier, (b) by facsimile transmission,
 evidenced by confirmed receipt and concurrently followed by a "hard" copy of
 same delivered to the party by personal delivery or overnight delivery pursuant
 to Clauses (a) or (c) hereof, or (c) by depositing the same into custody of a
 nationally recognized overnight delivery service such as Federal Express,
 Overnight Express or Airborne Express. Notice given in any manner shall be
 effective only if and when received by the party to be notified between the
 hours of 8:00 a.m. and 5:00 p.m. of any Business Day with delivery made after
 such hours to be deemed received the following Business Day. For the purposes
 of notice, the addresses of Property Owner, CBL/OP, Escrow Agent and the Title
 Company shall, until changed as hereinafter provided, be as set forth in
 Article I. The parties hereto shall have the right from time to time to change
 their respective addresses, and each shall have the right to specify as its
 address any other address within the United States of America by at least 5
 days written notice to the other party.

13.4 Time of the Essence. Time is of the essence in all things pertaining to the
performance of this Agreement.

13.5  Governing Law.  This Agreement shall be construed in accordance with the
laws of the state of Illinois.

13.6  Currency.  All dollar amounts are expressed in United States currency.

13.7 Section Headings. The section and article headings contained in this
 Agreement are for convenience only and shall in no way enlarge or limit the
 scope or meaning of the various and several sections hereof.

13.8 Business Days. If any date or any period provided for in this Agreement
 shall end on a Saturday, Sunday or legal holiday, the applicable date or period
 shall be extended to the first Business Day following such Saturday, Sunday or
 legal holiday.

13.9 No Recordation. Without the prior written consent of Property Owner, there
 shall be no recordation of either this Agreement or any memorandum hereof or
 any affidavit pertaining hereto, and any such recordation of this Agreement or
 memorandum hereof or affidavit pertaining hereto by CBL/OP without the prior


                                       42
<PAGE>

 written consent of Property Owner shall constitute a material default hereunder
 by CBL/OP, whereupon this Agreement shall, at the option of Property Owner,
 terminate and be of no further force and effect. Upon such termination, the
 Letter of Credit or the Deposit, as applicable, shall be immediately delivered
 to Property Owner or Property Owner shall retain the Deposit, as the case may
 be, whereupon neither CBL/OP, Property Owner shall not have any further rights
 or obligations under this Agreement, except for the CBL/OP's Surviving
 Obligations.

13.10 Multiple Counterparts; Facsimile. This Agreement may be executed in
 multiple counterparts (each of which is to be deemed original for all
 purposes). The signature page of any counterpart may be detached therefrom
 without impairing the legal effect of the signature(s) thereon so long as such
 signature page is attached to any other counterpart of this Agreement identical
 thereto except having additional signature pages executed by the other parties
 to this Agreement attached thereto. CBL/OP and Property Owner agree that the
 delivery of an executed copy of this Agreement by facsimile shall be legal and
 binding and shall have the same full force and effect as if an original
 executed copy of this Agreement had been delivered.

13.11 Severability. If any provision of this Agreement or application to any
 party or circumstance shall be determined by any court of competent
 jurisdiction to be invalid and unenforceable to any extent, the remainder of
 this Agreement or the application of such provision to such person or
 circumstances, other than those as to which it is so determined invalid or
 unenforceable, shall not be affected thereby, and each provision hereof shall
 be valid and shall be enforced to the fullest extent permitted by law.

13.12 Limitations on Benefits. It is the explicit intention of CBL/OP and
 Property Owner that no person or entity other than CBL/OP and Property Owner
 and their permitted successors and assigns is or shall be entitled to bring any
 action to enforce any provision of this Agreement against any of the parties
 hereto, and the covenants, undertakings and agreements set forth in this
 Agreement shall be solely for the benefit of, and shall be enforceable only by,
 CBL/OPand Property Owner or their respective successors and assigns as
 permitted hereunder. Nothing contained in this Agreement shall under any
 circumstances whatsoever be deemed or construed, or be interpreted, as making
 any third party (including Property Owner's Property Manager, Property Owner's
 Broker, or CBL/OP's lender) a beneficiary of any term or provision of this
 Agreement or any instrument or document delivered pursuant hereto, and CBL/OP
 and Property Owner expressly reject any such intent, construction or
 interpretation of this Agreement.

13.13 Interpretation. For purposes of this Agreement, except as otherwise
 expressly provided or unless the context otherwise requires: (a) the terms
 defined in Article I above and have the meanings assigned to them in Article I
 above and include the plural as well as the singular, and the use of any gender
 herein shall be deemed to include the other genders; (b) references herein to
 "Articles," "Sections," subsections, paragraphs and other subdivisions without
 reference to a document are to designated Articles, Sections, subsections,
 paragraphs and other subdivisions of this Agreement; (c) a reference to a
 subsection without further reference to a Section is a reference to such
 subsection as contained in the same Section in which the reference appears, and
 this rule shall also apply to paragraphs and other subdivisions; (d) the words
 "hereof," "herein," "thereof," "hereunder" and other words of similar import
 refer to this Agreement as a whole and not to any particular provision; (e) the
 word "including" or "includes" means "including, but not limited to" or


                                       43
<PAGE>

 "includes but is not limited to"; (f) the words "approval," "consent" and
 "notice" shall be deemed to be preceded by the word "written"; (g) any
 reference to this Agreement or any Exhibits hereto and any other instruments,
 documents and agreements shall include this Agreement, Exhibits and other
 instruments, documents and agreements as originally executed or existing and as
 the same may from time to time be supplemented, modified or amended; and (h)
 unless otherwise specifically provided, all references in this Agreement to a
 number of days shall mean calendar days rather than Business Days and (i)
 "Business Days" shall mean any day other than a Saturday, a Sunday or a Federal
 holiday on which banks are closed for business in New York, New York.

13.14 Further Actions. CBL/OP and Property Owner shall execute or cause to be
 executed all such instruments or agreements as may be reasonably necessary in
 order to carry out the purpose of this Agreement, and each party shall do all
 other acts reasonably necessary or reasonably requested by the other to carry
 out the intent and purpose of this Agreement.

13.15 No Other Inducements. The making, execution and delivery of this Agreement
 by the parties hereto has been induced by no representations, statements,
 warranties or agreements other than those expressly set forth herein.

13.16 Participation in Drafting. The language in all parts of this Agreement
 shall be in all cases construed simply according to its fair meaning and not
 strictly for or against any of the parties hereto. Property Owner and CBL/OP
 each acknowledge that they participated equally in the drafting of this
 Agreement and, accordingly, no court construing this Agreement shall construe
 it more stringently against one party than any other.

13.17 Exhibits. Exhibit A through Exhibit AA and Schedules I, II, 3.3 and 7.1
 are incorporated herein by reference.

13.18 No Partnership/Fiduciary Relationship. The parties acknowledge and agree
 that the relationship created by this Agreement between Property Owner and
 CBL/OP is one of contract only, and that no partnership, joint venture or other
 fiduciary or quasi-fiduciary relationship is intended or in any way created
 hereby.

13.19 Conditional Delivery. The submission by Property Owner to CBL/OP of this
 Agreement in unsigned form shall be deemed to be a submission solely for
 CBL/OP's consideration and not for acceptance and execution. Neither such
 submission of this Agreement by Property Owner to CBL/OP nor any course of
 conduct between CBL/OP and Property Owner nor any actions undertaken or sums
 expended by CBL/OP shall confer any option or other right upon CBL/OP or impose
 any obligation upon Property Owner irrespective of any reliance thereon, change
 of position or partial performance. The submission by Property Owner of this
 Agreement for execution by CBL/OP and the actual execution and delivery thereof
 by CBL/OP to Property Owner shall similarly have no binding force and effect on
 Property Owner unless and until Property Owner have executed and delivered a
 counterpart of this Agreement to CBL/OP and the Deposit has been actually
 received by Escrow Agent.

13.20 Survival. Except as expressly provided in this Agreement, the
 representations, warranties and covenants set forth in this Agreement shall not


                                       44
<PAGE>

 survive the Closing and shall be merged into the Special Warranty Deed and
 other instruments and conveyances delivered at the Closing.

13.21 Public Disclosure. Prior to Closing, any release to the public of
 information with respect to the sale contemplated herein or any matters set
 forth in this Agreement will be made only in the form approved by CBL/OP and
 Property Owner and their respective counsel.

13.22 Assignment. CBL/OP shall have the right, with notice to Property Owner
 (but without the necessity of Property Owner's consent), to assign its right,
 title and interest in and to this Agreement to one or more assignees affiliated
 with CBL/OP at any time before the Closing Date, provided that in no event
 shall CBL/OP be released from any of its obligations or liabilities hereunder.

13.23 Like Kind Exchange.

         (a) It is understood and agreed that Property Owner shall have the
option, exercisable by giving notice to CBL/OP at any time prior to the Closing
Date, of effecting a like-kind exchange of all or any portion of the Property by
assigning (the "Assignment") its rights in this Agreement to a qualified
intermediary (the "Intermediary") who shall contract with Property Owner to
deliver to Property Owner in exchange therefor property or other consideration,
at such times as shall be designated in the contract between Property Owner and
the Intermediary. Upon the Assignment, the Intermediary shall be substituted for
Property Owner as the seller of the property. CBL/OP agrees to accept the
Property and all other required performance from the Intermediary and to render
its performance of all of its obligations to the Intermediary; provided, that
Property Owner shall, at the Intermediary's direction, nevertheless convey the
Property to CBL/OP in accordance with (and as limited by) the terms of this
Agreement.

         (b) CBL/OP shall reasonably cooperate with Property Owner and execute
such documents (including the Assignment) as are reasonably necessary for
Property Owner to effect such exchange; provided, that (i) the CBL/OP is not
required to take title to any parcel of property other than the Property, (ii)
the contemplated exchange shall not delay or effect any of the time periods or
other obligations of Property Owner hereunder, including, without limitation,
those related to the Closing and the scheduled date for the same, and (iii)
CBL/OP is not required to incur any expense or liability of any nature
whatsoever not expressly contemplated by this Agreement.

         (c) Notwithstanding anything herein to the contrary, Property Owner
may, in its sole discretion and in connection with a tax deferred like-kind
exchange contemplated hereby, require that any portion of the Purchase Price be
paid in one or more purchase money notes (each, a "Note") from CBL/OP to
Property Owner in a form reasonably agreed to by the parties, provided that each
such Note shall bear interest at the rate of 6% per annum, be payable in one or
more payments with the last occurring on January 2, 2006, and be retained by
Property Owner in connection with any such exchange with the Intermediary and
transferrable by Property Owner to its partners without the CBL/OP's consent.
Any such Note may, at the request and expense of Property Owner, be secured by
one or more stand by letter(s) of credit issued by a bank designated by Property
Owner.

                                       45
<PAGE>

         (d) Property Owner shall indemnify, defend and hold CBL/OP harmless
from any liability, damage, loss, cost or other expense including, without
limitation, reasonable attorneys' fees and costs, resulting or arising solely
from the implementation of any such exchange or assignment. No such exchange or
assignment by Property Owner shall relieve Property Owner from any of its
obligations hereunder, nor shall Property Owner's ability to consummate a tax
deferred exchange be a condition to the performance of Property Owner's
obligations under this Agreement.



        [END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES]


                                       46
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first indicated above.

          PROPERTY OWNER   BMJ MEDICAL, LLC

                           By:      /s/ Irwin Blitt
                                 Irwin Blitt
                                 Manager



                 CBL/OP:   CBL & ASSOCIATES LIMITED PARTNERSHIP
                           a Delaware limited partnership

                           By:      CBL Holdings I, Inc., its general partner

                                    By:     /s/ Stephen D. Lebovitz____________
                                         --------------------------------------
                                    Name:            Stephen D. Lebovitz_______
                                          -------------------------------------
                                    Title:                      President______
                                             ----------------------------------








                               [SIGNATURE PAGE TO
          AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS]


                                       47
<PAGE>


                 PROPERTY OWNER'S PROPERTY MANAGER'S EXECUTION:

      The undersigned, being Property Owner's Property Manager of the Property,
as such terms are defined in this Agreement, executes this Agreement for the
sole and exclusive purposes of (i) noting the undersigned's agreement to comply
with any provision or term of this Agreement (A) requiring Property Owner's
Property Manager to assign or transfer rights or interests to CBL/OP and execute
certain documents and instruments at Closing and/or (B) requiring Property
Owner's Property Manager to do any other act or thing under this Agreement or
refrain from any act, with the undersigned acknowledging that it and/or its
affiliate(s) and/or equity owners shall receive other consideration sufficient
to provide adequate consideration to the undersigned for any transfers or
assignments or such acts or agreements by Property Owner's Property Manager
hereunder; (ii) noting Property Owner's Property Manager's acknowledgement that
except for amounts payable by CBL/OP pursuant to Section 6.8, it has received or
shall receive at Closing full and complete payment from Property Owner for any
and all sums that are due and owing to Property Owner's Property Manager with
respect to any aspect of the Property or its operations; (iii) noting the
undersigned's waiver of any lien or right to any lien with respect to the
Property for any services rendered or to be rendered by Property Owner's
Property Manager or for any claim that Property Owner's Property Manager may
have against the Property or Property Owner; and (iv) noting the undersigned's
acknowledgement and agreement that the Management Agreement, as defined herein,
shall terminate on or prior to the date of Closing. Executed to be effective as
of the date first above written.

COPAKEN, WHITE & BLITT, LLC


By:      /s/ Troy Marquis_____________________________________
Name: Troy Marquis
Title: Administrative Manager


                                       48
<PAGE>


                            JOINDER BY ESCROW HOLDER

         FIDELITY NATIONAL TITLE COMPANY, referred to in this Agreement as the
"Escrow Holder," hereby acknowledges that on the 17th day of October, 2005, it
received this Agreement executed and delivered by CBL/OP and Property Owner, and
accepts the obligations of and instructions for the Escrow Holder as set forth
herein. Upon receipt thereof, the Escrow Holder hereby agrees to hold and
distribute the Letter of Credit or Deposit, as applicable, in accordance with
the terms and provisions of this Agreement.

Dated:  October  17 , 2005
                ----
                            FIDELITY NATIONAL TITLE COMPANY

                            By:           /s/ Shawn A. Tidwell_________________
                                     ------------------------------------------
                                     Name:              Shawn A. Tidwell_______
                                           ------------------------------------
                                     Title:                   Vice President___
                                              ---------------------------------



                                       49
<PAGE>


                                       A-1


                                       50
<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                   <C>                                                                                       <C>
ARTICLE I             CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS.............................................2

ARTICLE II            CONTRIBUTION...............................................................................7

         2.1      Agreement to Contribute the LLC Interests......................................................7

         2.2      Excluded Property..............................................................................8

         2.3      Other Mall Contribution Agreements.............................................................8

                  2.3.1    Definitions of other Malls and Purchase Agreements....................................8

                  2.3.2    Other Mall Contracts; Cross Default; Cross Termination................................8

ARTICLE III           TOTAL CONSIDERATION........................................................................9

         3.1      Total Consideration............................................................................9

         3.2      K-SCUs.........................................................................................9

         3.3      Informational Materials.......................................................................10

         3.4      Registration Rights...........................................................................11

         3.5      Delivery of Deposit...........................................................................11

         3.6      Disposition of Deposit........................................................................11

         3.7      Cash Consideration Payment....................................................................11

ARTICLE IV            INSPECTION AND TITLE REVIEW...............................................................12

         4.1      CBL/OP's Inspections..........................................................................12

                  4.1.1    Inspections, Tests and Studies.......................................................12

                  4.1.2    CBL/OP's Delivery of Information to Property Owner...................................12

                  4.1.3    Tenant and Governmental Authority Inquiries..........................................12

         4.2      Document Review...............................................................................13

                  4.2.1    Property Records.....................................................................13

                  4.2.2    Excluded Documents...................................................................13

                  4.2.3    Proprietary Information..............................................................14

                  4.2.4    Return of Property Records...........................................................14

                  4.2.5    No Representation or Warranty By Property Owner......................................14

                  4.2.6    Remedies.............................................................................14

         4.3      Title.........................................................................................14
</TABLE>

                                      A-1

                                       51
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
<S>               <C>                                                                                           <C>

                  4.3.1    Title Documents......................................................................14

                  4.3.2    Review of Title......................................................................15

                  4.3.3    Additional Title Objections..........................................................16

                  4.3.4    Voluntary Title Encumbrances.........................................................17

                  4.3.5    Use of Total Consideration to Discharge Liens........................................17

                  4.3.6    Title Policy.........................................................................17

                  4.3.7    Permitted Exceptions.................................................................18

         4.4      Inspection Obligations........................................................................19

                  4.4.1    CBL/OP's Responsibilities............................................................19

                  4.4.2    CBL/OP's Indemnity...................................................................20

                  4.4.3    CBL/OP's Insurance...................................................................20

         4.5      Intentionally omitted.........................................................................20

         4.6      CBL/OP Deliveries Upon Termination............................................................20

         4.7      Cancellation of Service Contracts.............................................................20

ARTICLE V             ESCROW AND CLOSING........................................................................21

         5.1      Escrow........................................................................................21

                  5.1.1    Opening of Escrow....................................................................21

                  5.1.2    Escrow Instructions..................................................................22

                  5.1.3    Closing..............................................................................22

                  5.1.4    Closing Date.........................................................................22

         5.2      Conditions Precedent to the Closing for the Benefit of CBL/OP.................................22

                  5.2.1    Intentionally omitted................................................................22

                  5.2.2    Intentionally omitted................................................................22

                  5.2.3    Property Owner's and Contributors' Deliveries........................................22

                  5.2.4    Representations and Warranties.......................................................22

                  5.2.5    Covenants............................................................................23

                  5.2.6    Tenant and Anchor Store Estoppel Certificates........................................23

                  5.2.7    Condemnation or Casualty.............................................................24
</TABLE>

                                      -ii-

                                       52
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
<S>               <C>                                                                                           <C>

                  5.2.8    Title Policy.........................................................................24

                  5.2.9    Lender Approval......................................................................24

                  5.2.10   Company LLC Agreement................................................................24

                  5.2.11   Closing Date Debt....................................................................24

                  5.2.12   Simultaneous Closings Under Other Mall Contracts.....................................24

         5.3      Conditions Precedent to the Closing for the Benefit of Contributors...........................25

                  5.3.1    CBL/OP's Deliveries..................................................................25

                  5.3.2    Intentionally omitted................................................................25

                  5.3.3    Covenants............................................................................25

                  5.3.4    Title Policy.........................................................................25

                  5.3.5    Representations and Warranties.......................................................25

                  5.3.6    Company LLC Agreement................................................................26

                  5.3.7    Closing Date Debt....................................................................26

                  5.3.8    Simultaneous Closings Under Other Mall Contracts.....................................26

         5.4      Property Owner's/Contributors' Deliveries.....................................................26

                  5.4.1    Special Warranty Deed................................................................26

                  5.4.2    Tenant Lease Assignment..............................................................26

                  5.4.3    Bill of Sale and General Assignment..................................................27

                  5.4.4    Non-Foreign Certificate..............................................................27

                  5.4.5    Tenant Notices.......................................................................27

                  5.4.6    Estoppels............................................................................27

                  5.4.7    Closing Statement....................................................................27

                  5.4.8    Authority............................................................................27

                  5.4.9    Property Manager's Estoppel..........................................................27

                  5.4.10   Intentionally Omitted................................................................27

                  5.4.11   Operating Agreement Assignment.......................................................27

                  5.4.12   Ground Lease Assignment..............................................................28

                  5.4.13   Original Documents...................................................................28
</TABLE>

                                     -iii-

                                       53
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
<S>               <C>                                                                                           <C>

                  5.4.14   Possession...........................................................................28

                  5.4.15   Contract Termination.................................................................28

                  5.4.16   Contributors Closing Certificate.....................................................28

                  5.4.17   Assignment of LLC Interests..........................................................28

                  5.4.18   Partnership Interest Acknowledgement.................................................28

                  5.4.19   Owner's Affidavit....................................................................28

                  5.4.20   Other Documents......................................................................28

         5.5      Existing Property Owner Debt..................................................................29

         5.6      CBL/OP's Deliveries...........................................................................29

                  5.6.1    Funds................................................................................29

                  5.6.2    Partnership Interests................................................................29

                  5.6.3    CBL/OP Partnership Agreement.........................................................29

                  5.6.4    Closing Statement....................................................................29

                  5.6.5    CBL/OP Closing Certificate...........................................................29

                  5.6.6    Authority............................................................................29

                  5.6.7    Other Documents......................................................................29
         5.7      Closing Date Debt.............................................................................29

         5.8      Closing Costs.................................................................................30

                  5.8.1    Contributors' Closing Costs..........................................................30

                  5.8.2    CBL/OP's Closing Costs...............................................................30

                  5.8.3    General Allocation...................................................................30

         5.9      Real Estate Commissions.......................................................................30

         5.10     Real Estate Reporting Person..................................................................31

         5.11     Post-Closing Access to Records................................................................31

         5.12     SEC Reporting Requirements....................................................................31

ARTICLE VI            PRORATIONS................................................................................32

         6.1      General.......................................................................................32

         6.2      Real Estate Taxes.............................................................................32
</TABLE>

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<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
<S>               <C>                                                                                           <C>

         6.3      Operating Expenses............................................................................33

         6.4      Rentals.......................................................................................33

                  6.4.1    Certain Defined Terms................................................................33

                  6.4.2    General..............................................................................34

                  6.4.3    Overage Rents........................................................................34

                  6.4.4    Percentage Rentals...................................................................35

         6.5      Delinquent Rentals............................................................................36

         6.6      Security Deposits.............................................................................36

         6.7      Anchor Store Payments.........................................................................37

         6.8      Tenant Installation Expenses..................................................................38

         6.9      Adjustment Procedure..........................................................................39

         6.10     Gift Certificates.............................................................................40

         6.11      Operating Reserve............................................................................40

ARTICLE VII           REPRESENTATIONS AND WARRANTIES............................................................40

         7.1      Representations and Warranties of Property Owner and Contributors.............................40

                  7.1.1    Power and Authority of Property Owner................................................40

                  7.1.2    Power and Authority of Contributors..................................................41

                  7.1.3    Ownership of the Equity Interests....................................................41

                  7.1.4    [Intentionally Omitted]..............................................................41

                  7.1.5    Deliveries at Closing................................................................41

                  7.1.6    Requisite Action.....................................................................42

                  7.1.7    Individuals Authority................................................................42

                  7.1.8    Tenant Leases........................................................................42

                  7.1.9    Contracts............................................................................42

                  7.1.10   Pending Actions......................................................................43

                  7.1.11   Governmental/Insurance Notices.......................................................43

                  7.1.12   Condemnation/Rezoning................................................................43

                  7.1.13   Environmental Law Violations.........................................................43
</TABLE>

                                      -v-

                                       55
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
<S>               <C>                                                                                           <C>

                  7.1.14   Lease Brokerage......................................................................43

                  7.1.15   No Violations........................................................................43

                  7.1.16   Operating Agreement..................................................................44

                  7.1.17   Taxes................................................................................44

                  7.1.18   Financial/Operating Statements.......................................................44

                  7.1.19   Delivery of Environmental Reports and Property Condition Reports.....................44

                  7.1.20   Adjacent Property....................................................................45

                  7.1.21   Employees............................................................................45

                  7.1.22   The Company..........................................................................45

         7.2      Definition of Property Owner's Knowledge......................................................45

         7.3      Survival Period...............................................................................46

         7.4      Third Party Information.......................................................................46

         7.5      CBL/OP's Knowledge............................................................................47

         7.6      Representations and Warranties of CBL/OP......................................................47

                  7.6.1    Legal Power..........................................................................47

                  7.6.2    Duly Authorized......................................................................47

                  7.6.3    Requisite Action.....................................................................47

                  7.6.4    Individuals Authority................................................................47

ARTICLE VIII          OPERATING COVENANTS.......................................................................48

         8.1      Insurance.....................................................................................48

         8.2      Operation of Property.........................................................................48

         8.3      Capital Improvements..........................................................................48

         8.4      Leasing.......................................................................................48

         8.5      New Contracts.................................................................................49

         8.6      Liens.........................................................................................49

         8.7      Tenant Lease Defaults; Operating Agreement Defaults...........................................49

         8.8      Transfers.....................................................................................49
</TABLE>

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                                       56
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                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
<S>      <C>                                                                                                    <C>

         8.9      Litigation....................................................................................50

         8.10     Schedule and Exhibit Updates..................................................................50

         8.11     Company Assets and Liabilities................................................................50

         8.12     Employees of the Property Owner...............................................................50

ARTICLE IX            "AS-IS" SALE..............................................................................50

         9.1      Disclaimer of Representations and Warranties by Property Owner and Contributors...............50

         9.2      Sale "As Is"..................................................................................51

         9.3      CBL/OP Acknowledgments........................................................................52

         9.4      CBL/OP Represented by Counsel.................................................................52

         9.5      CBL/OP's Release of Property Owner and Contributors...........................................52

                  9.5.1    Property Owner and Contributors Released From Liability..............................52

                  9.5.2    Claims Under Environmental Laws......................................................53

                  9.5.3    Survival.............................................................................54

ARTICLE X             REMEDIES..................................................................................54

         10.1     Liquidated Damages; Property Owner's/Contributors' Remedies...................................54

         10.2     CBL/OP's Remedies.............................................................................54

         10.3     Attorneys' Fees...............................................................................55

         10.4     Mutual Post-Closing Indemnities...............................................................55

                  10.4.1   Definition of Losses.................................................................55

                  10.4.2   Contributors' Indemnity..............................................................55

                  10.4.3   Sources for Satisfaction of Contributors' Indemnity..................................56

                  10.4.4   CBL/OP's Indemnity...................................................................56

         10.5     Minimum Amount Requirement for Damages........................................................57

         10.6     Limitation of Contributors' Liability.........................................................57

         10.7     Limitation of CBL/OP's Liability..............................................................57

         10.8     Limited Liability.............................................................................58

ARTICLE XI            CONDEMNATION/CASUALTY DAMAGE..............................................................58

         11.1     Condemnation..................................................................................58
</TABLE>

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<S>      <C>                                                                                                    <C>

         11.2     Nonmaterial Condemnation......................................................................58

         11.3     Casualty Damage...............................................................................59

ARTICLE XII           CBL/OP'S AND ELECTING CONTRIBUTORS' POST-CLOSING COVENANTS................................60

         12.1     CBL/OP's Post-Closing Covenants...............................................................60

                  12.1.1   Electing Contributors Allocation of Portion of CBL/OP's Debt; Allocations of
                           Code Section 704(c) Tax Items; Certain Income Allocations............................60
                  12.1.2   Resale Restriction Agreement.........................................................62

                  12.1.3   Contributors' Tax Positions..........................................................63

         12.2     Contributors' Post-Closing Covenants..........................................................63

ARTICLE XIII          MISCELLANEOUS.............................................................................63

         13.1     Entire Agreement..............................................................................63

         13.2     CBL/REIT Board Approval; Agreement Binding on Parties.........................................63

         13.3     Notice........................................................................................63

         13.4     Time of the Essence...........................................................................64

         13.5     Governing Law.................................................................................64

         13.6     Currency......................................................................................64

         13.7     Section Headings..............................................................................64

         13.8     Business Days.................................................................................64

         13.9     No Recordation................................................................................64

         13.10    Multiple Counterparts; Facsimile..............................................................64

         13.11    Severability..................................................................................65

         13.12    Limitations on Benefits.......................................................................65

         13.13    Interpretation................................................................................65

         13.14    Further Actions...............................................................................65

         13.15    No Other Inducements..........................................................................66

         13.16    Participation in Drafting.....................................................................66

         13.17    Exhibits......................................................................................66
</TABLE>

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                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
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<S>      <C>                                                                                                    <C>

         13.18    No Partnership/Fiduciary Relationship.........................................................66

         13.19    Conditional Delivery..........................................................................66

         13.20    Survival......................................................................................66

         13.21    Public Disclosure.............................................................................66

         13.22    Appointment of Contributor Representative.....................................................66
</TABLE>


EXHIBITS AND SCHEDULES

         Schedule I      -     Intentionally Omitted
         Schedule II     -     Existing Property Owner Debt
         Schedule 3.3    -     Intentionally Omitted
         Schedule 7.1    -     Disclosure Schedule

         Exhibit A       -     Legal Description of Land
         Exhibit B       -     Intentionally Omitted
         Exhibit C       -     Special Warranty Deed
         Exhibit D       -     Intentionally Omitted
         Exhibit E       -     Bill of Sale and General Assignment
         Exhibit F       -     Federal Transferor's Certificate of Non-Foreign
                                 Status
         Exhibit G       -     Intentionally Omitted
         Exhibit H       -     Intentionally Omitted
         Exhibit I       -     Intentionally Omitted
         Exhibit J       -     List of Service Agreements to be Assumed
         Exhibit K       -     Intentionally Omitted
         Exhibit L       -     Intentionally Omitted
         Exhibit M       -     Intentionally Omitted
         Exhibit N       -     Intentionally Omitted
         Exhibit O       -     Intentionally Omitted
         Exhibit P       -     Intentionally Omitted
         Exhibit Q       -     Intentionally Omitted
         Exhibit R       -     Intentionally Omitted
         Exhibit S       -     Owner's Affidavit
         Exhibit T       -     Intentionally Omitted
         Exhibit U       -     Intentionally Omitted
         Exhibit V       -     Intentionally Omitted
         Exhibit W       -     Intentionally Omitted
         Exhibit X       -     Intentionally Omitted
         Exhibit Y       -     Intentionally Omitted
         Exhibit Z       -     List of Service Contracts

Defined Term
                                      -ix-
                                       59
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                                   (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                             <C>

Accountants......................................................................................................23
Additional Title Objection.......................................................................................11
Additional Title Objections......................................................................................11
Agreement.........................................................................................................1
ALTA Survey.......................................................................................................9
Appurtenances.....................................................................................................1
Assignee..........................................................................................................1
Assignment........................................................................................................1
Assignor..........................................................................................................1
Books and Records.................................................................................................2
Business Days....................................................................................................43
CBL/OP............................................................................................................1
CBL/OP Closing Certificate.......................................................................................18
CBL/OP Closing Conditions........................................................................................16
CBL/OP Parties...................................................................................................29
CBL/OP's Additional Title Objection Notice.......................................................................10
CBL/OP's Address..................................................................................................3
CBL/OP's Information..............................................................................................7
CBL/OP's Surviving Obligations...................................................................................10
CBL/OP's Title Objection Notice..................................................................................10
Claims...........................................................................................................14
Closing..........................................................................................................16
Closing Date......................................................................................................3
Closing Statement................................................................................................25
Commission.......................................................................................................23
Disclosure Schedule..............................................................................................26
Effective.........................................................................................................1
Effective Date....................................................................................................1
Environmental Laws...............................................................................................35
Escrow...........................................................................................................16
Escrow Agent......................................................................................................4
Excluded Documents.............................................................................................8, 2
Excluded Property.................................................................................................2
Existing Environmental Reports...................................................................................28
Existing Property Owner Debt.....................................................................................21
Final Approval Date...............................................................................................3
FIRPTA Certificate...............................................................................................19
Grantee...........................................................................................................1
Grantor...........................................................................................................1
Hazardous Substances.............................................................................................35
Improvements......................................................................................................2
Intangible Property............................................................................................2, 1
</TABLE>


                                      -x-

                                       60
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                             <C>

Land..............................................................................................................1
Laws.............................................................................................................27
Notice...........................................................................................................41
Official Records..................................................................................................4
Operating Expenses...............................................................................................24
Permitted Exceptions.............................................................................................13
Permitted Outside Parties.........................................................................................8
Personal Property.................................................................................................2
Prior Reports....................................................................................................28
Property..........................................................................................................1
Property Management Agreement....................................................................................15
Property Owner....................................................................................................1
Property Owner's Address..........................................................................................4
Property Owner's Broker..........................................................................................22
Property Owner's Condition Precedent.............................................................................18
Property Owner's Notice Period...................................................................................10
Property Owner's Property Manager.................................................................................4
Property Owner's Title Notice....................................................................................10
Property Records..................................................................................................8
Proprietary Information...........................................................................................8
Proration and Expense Schedule...................................................................................25
Purchase Price....................................................................................................4
Real Estate Taxes................................................................................................24
Real Property..................................................................................................2, 1
Released Parties.................................................................................................34
Service Contracts..............................................................................................2, 1
Special Exceptions................................................................................................1
Special Warranty Deed............................................................................................19
Survey Exceptions.................................................................................................9
Tenant Leases.....................................................................................................1
Tenant Prospect Commission Obligations...........................................................................15
Title Commitment..................................................................................................9
Title Company.....................................................................................................3
Title Documents...................................................................................................9
Title Objection..................................................................................................10
Title Objection Deadline..........................................................................................3
Title Objections.................................................................................................10
Title Policy.....................................................................................................12
to the knowledge of Property Owner...............................................................................28
Transferee........................................................................................................1
Transferor........................................................................................................1
Unknown Environmental Liabilities................................................................................35
Updated Survey....................................................................................................9
</TABLE>
                                      -xi-

                                       61
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                             <C>

Voluntary Title Encumbrances.....................................................................................11
</TABLE>


                                     -xii-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>exhibit10237.txt
<DESCRIPTION>EXHIBIT 10.23.7
<TEXT>
                                                                 Exhibit 10.23.7

                      CBL & ASSOCIATES LIMITED PARTNERSHIP




                                October 17, 2005




The Contributors Listed on Schedule I of the Oak Park and Eastland Contribution
Agreements and Joint Escrow Instructions and Property Owners under the Hickory
Point and Eastland Medical Building Purchase and Sale Agreements and Joint
Escrow Instructions


Ladies and Gentlemen:

The following summarizes the terms of our agreement with respect to the Oak Park
and Eastland Contribution Agreements and Joint Escrow Instructions, of even date
herewith (the "Contribution Agreements"), and the Hickory Point and Eastland
Medical Building Purchase and Sale Agreements and Joint Escrow Instructions, of
even date herewith (the "Sale Agreements").

1. In Section 3.2(y) of the Contribution Agreements, the average closing price
of the common stock of CBL/REIT shall be deemed to be $38. Section 3.2(x)
remains unchanged.

2. In Section 10.2(b) of the Contribution Agreements, CBL's specific enforcement
rights shall be against Contributors, jointly and severally, as well as against
Property Owner.

3. Contributors' address for receipt of notices shall be c/o the Contributor
Representative at Lewis, Rice & Fingersh, L.C., One Petticoat Lane, 1010 Walnut,
Suite 500, Kansas City, Missouri 64106, telecopier number 816-472-2500.

4. We mutually acknowledge having agreed to the release, delivery and
effectiveness of the Contribution Agreements and Sale Agreements on October 17,
2005 and having given notice to


<PAGE>


such effect to the escrow agent.

If you agree to the foregoing, please countersign this letter in the space
indicated below.

                                              Sincerely Yours,

                            CBL & Associates Limited Partnership
                            By: CBL Holdings I, Inc.
                            General Partner

                            By:          /s/ John N. Foy
                                 -----------------------------------------------
                            Name:                John N. Foy
                                  ----------------------------------------------
                            Title:           Vice Chairman & C.F.O.
                                     -------------------------------------------


We agree to the foregoing as of the date hereof.

By:    /s/ Jack Fingersh
         Jack Fingersh
         Contributor Representative

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>12
<FILENAME>exhibit991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                [LETTERHEAD OF CBL & ASSOCIATES PROPERTIES., INC]


CBL Closes on Acquisition of Three-Mall Portfolio for $516.9 Million Page 2
November 17, 2005



Investor Contact: Katie Reinsmidt           Media Contact: Deborah Gibb
                  Director of Investor                     Director of Corporate
                    Relations                              Relations
                  (423) 490-8301                           (423) 490-8315

         CBL & ASSOCIATES PROPERTIES CLOSES ON ACQUISITION OF THREE-MALL
                          PORTFOLIO FOR $516.9 MILLION

CHATTANOOGA,  Tenn.  (November  17,  2005) - CBL & Associates  Properties,  Inc.
(NYSE: CBL) today announced that it has closed on the acquisition of three malls
from a group of investors  advised by Eastdil Realty Company.  CBL has purchased
Oak Park Mall in Overland Park (Kansas City), KS; Hickory Point Mall in Forsyth,
IL;  and  Eastland  Mall  in  Bloomington,  IL,  for a  total  consideration  of
approximately $516.9 million, including estimated closing costs.

     The Company financed the acquisitions using approximately $94.25 million of
cash,  assumption of new long-term,  fixed-rate  non-recourse mortgage debt, and
the issuance of $54.4  million in Special  Common Units (SCUs) of the  Company's
Operating  Partnership.  The SCUs were  issued at a value of $47.50 per unit and
are exchangeable on a one-for-one basis with the Company's common stock.

     Concurrent  with the  transaction  close,  CBL  assumed a total of  $368.25
million in three new 10-year non-recourse mortgage loans secured individually by
each of the three properties at an interest rate of 5.85%. The new loans include
a $275.70 million  non-recourse  loan secured by Oak Park Mall in Overland Park,
KS, a $59.40 million  non-recourse loan secured by Eastland Mall in Bloomington,
IL, and a $33.15 million  non-recourse loan secured by Hickory Point in Forsyth,
IL. The loans secured by Oak Park Mall and Eastland Mall are interest only.

     Oak Park Mall is the leading shopping, dining and entertainment destination
in the greater Kansas City area,  and is located near  Interstates 35 and 435 on
West 95th Street at Quivira in Overland  Park,  KS. The City of Overland Park is
one of Kansas City's fastest growing  suburbs with the five-year  growth average
approaching  10.0% and average  income levels 38.0% above the national  average.
The 1.5-million-square-foot,  two-level,  super-regional mall is currently 96.8%
occupied and provides  shoppers with  approximately  470,000 square feet of mall
shop retailers, including Ann Taylor, Aveda, Banana Republic, Crabtree & Evelyn,
J. Crew, and many more.  Originally built in 1974, the mall was expanded in 1998
and fully  renovated in 2001.  Average mall shop sales were $455 per square foot
in 2004. The mall is anchored by Dillard's North,  Dillard's  South,  Nordstrom,
JCPenney,  and The Jones  Store.  Oak Park Mall is a popular  entertainment  and
dining  destination  for Overland Park  residents,  boasting a Rain Forest Cafe,
Mimi's  Cafe,  Outback  Steakhouse,  Ruby  Tuesday's,  T.G.I.  Friday's,  and  a
freestanding AMC Theater.

     Eastland  Mall is located at the  intersection  of  Business  I-55 and East
Empire Street in the rapidly expanding city of Bloomington,  IL.  Bloomington is
located in central Illinois, approximately 130 miles southwest of Chicago and is
home to two major  universities  and three hospitals.  The  737,000-square-foot,
single-level  mall was built in 1967 and most  recently  renovated in 2000.  The
mall is anchored by  Bergner's,  Famous Barr,  Kohl's,  JCPenney,  and Sears and
offers more than  225,000  square  feet of mall shop  retailers.  Eastland  mall
produced mall shop sales of $322 per square foot in 2004 and is currently  85.8%
occupied.

<PAGE>
CBL Closes on Acquisition of THree-Mall Portfolio for $516.9 Million
Page 2
November 17, 2005

     Hickory  Point Mall is located in Forsyth  (Decatur),  IL, near US Route 51
and  Interstate  72.  Decatur serves as the medical and financial hub to a broad
agricultural trade area. Originally built in 1977, the 743,000-square-foot  mall
was last  renovated in 2000.  Hickory  Point's five anchors  include  Bergner's,
JCPenney,  Kohl's,  Sears,  and Von Maur.  The mall  includes  more than 243,000
square feet of mall shops, which produced $201 in sales per square foot in 2004.
Hickory Point is currently 68.0% occupied.

     CBL is one of the largest and most  experienced  owners and  developers  of
malls and  shopping  centers in the  country.  CBL owns,  holds  interests in or
manages 131  properties,  including  79  regional  malls/open-air  centers.  The
properties are located in 26 states and total 73.7 million square feet including
2.0 million square feet of non-owned shopping centers managed for third parties.
CBL currently has nine projects under  construction  totaling 1.9 million square
feet including Phase II of Gulf Coast Town Center in Ft. Myers,  FL, an open-air
shopping center located in Stillwater,  OK, two community centers, an associated
center, and four expansions.  In addition to its office in Chattanooga,  TN, CBL
has a regional office in Boston  (Waltham),  MA.  Additional  information can be
found at cblproperties.com.

     Information  included herein contains  "forward-looking  statements" within
the meaning of the federal  securities  laws.  Such  statements  are  inherently
subject  to risks and  uncertainties,  many of which  cannot be  predicted  with
accuracy  and some of which  might not even be  anticipated.  Future  events and
actual events,  financial and otherwise,  may differ  materially from the events
and results discussed in the forward-looking  statements. The reader is directed
to the Company's  various  filings with the Securities and Exchange  Commission,
including  without  limitation the Company's  Annual Report on Form 10-K and the
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  incorporated by reference  therein,  for a discussion of such risks
and uncertainties.



                                      -END-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>13
<FILENAME>exhibit992.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                                    Exhibit 99.2

               [LETTERHEAD OF CBL & ASSOCIATES PROPERTIES., INC.]


Investor Contact: Katie Reinsmidt         Media Contact:   Deborah Gibb
                  Director of Investor                     Director of Corporate
                    Relations                                 Relations
                  (423) 490-8301                          (423) 490-8315


         THE JACOBS GROUP AND CBL COMPLETE FORMATION OF JOINT VENTURE TO
                    OWN TRIANGLE TOWN CENTER IN RALEIGH, NC

CLEVELAND,  Ohio and  CHATTANOOGA,  Tenn.  (November  17, 2005) - The Richard E.
Jacobs  Group,  Inc. and CBL & Associates  Properties,  Inc.  (NYSE:  CBL) today
announced that they have completed the formation of a 50/50 joint venture to own
Triangle Town Center and its  associated  and lifestyle  centers,  Triangle Town
Place and Triangle Town Commons, in Raleigh, NC ("Triangle Joint Venture").  CBL
will assume management,  leasing and any future development  responsibilities of
the property.

     Concurrent  with its  formation,  Triangle Joint Venture has entered into a
new ten-year,  fixed rate  non-recourse  loan of $200.0 million with an interest
rate of 5.737%,  secured by the collective  centers.  The proceeds from the loan
will be used to retire an  existing  construction  loan  totaling  approximately
$121.8 million with the balance paid to The Jacobs Group.

     Triangle Town Center, a 1.3-million-square-foot super-regional mall, opened
in  August  2002 in one of the  fastest  growing  cities in the  United  States,
Raleigh, NC. In addition to being the capital of North Carolina,  Raleigh is the
state's  second  largest  city  with a  population  of over 1.3  million  in the
Metropolitan  Statistical Area (MSA). The mall is located at the intersection of
Capital Boulevard and the newly constructed I-540 northern beltway.

     Triangle Town Center is an architecturally  impressive shopping destination
with over 360,000 square feet of mall shops and restaurants  including  Adrienne
Vittadini,  bebe, Chico's,  Coldwater Creek,  California Pizza Kitchen,  William
Sonoma, and United Colors of Benetton.  The mall is currently 87.0% occupied and
is anchored by Belk,  Dillard's,  Hecht's,  Sears, and Sak's Fifth Avenue, which
joined the mall in September 2004.  Triangle Town Center currently produces same
stores sales of $329 per square foot.

     Located  directly across Sumner  Boulevard on the south side of the mall is
Triangle Town Place, a  150,000-square-foot  associated  center featuring a Bed,
Bath & Beyond, Dick's Sporting Goods, DSW Shoes, Party City, and Ulta Cosmetics.
Triangle Town Place is in the final stages of development  and is currently 100%
leased and committed.

     Triangle  Town  Center  also  features  a   103,000-square-foot   lifestyle
component,  Triangle  Town  Commons,  which opened in late 2004.  The  lifestyle
element offers consumers an array of attractive  stores such as North Carolina's
only  Orvis,  as well as Pier  One  Kids,  Atlanta-based  Swoozie's,  and  Men's
Wearhouse,  as well as a wide variety of restaurant options including The Bamboo
Club Asian Bistro,  Champps  Americana,  The Twisted Fork Restaurant,  and Ted's
Montana Grill. The shops and restaurants are all housed in an inviting open-air,
pedestrian-friendly  environment.  Shoppers enjoy a unique  ambiance  within the
lifestyle center,  created through  extensive  landscape design features such as
decorative river rock, textured pavers,  convenient walking bridges, and a river
flowing  throughout  the common area, all  culminating  at a multi-tiered  water
fountain. The lifestyle expansion is currently 71.0% leased and committed.

                                     -MORE-

<PAGE>
The Jacobs Group and CBL Complete Joint Venture
Page 2
November 17, 2005


About CBL & Associates Properties, Inc.
---------------------------------------
     CBL is one of the largest and most  experienced  owners and  developers  of
malls and  shopping  centers in the  country.  CBL owns,  holds  interests in or
manages 131  properties,  including  79  regional  malls/open-air  centers.  The
properties are located in 26 states and total 73.7 million square feet including
2.0 million square feet of non-owned shopping centers managed for third parties.
CBL currently has nine projects under  construction  totaling 1.9 million square
feet including Phase II of Gulf Coast Town Center in Ft. Myers,  FL, an open-air
shopping center located in Stillwater,  OK, two community centers, an associated
center, and four expansions.  In addition to its office in Chattanooga,  TN, CBL
has a regional office in Boston  (Waltham),  MA.  Additional  information can be
found at cblproperties.com.

About The Richard E. Jacobs Group, Inc.
---------------------------------------
     The Richard E. Jacobs Group has long been one of America's  premier  owners
and developers of commercial real estate.  Founded in 1955 and  headquartered in
Cleveland,  OH, the  privately  held  company  was one of the  nation's  pioneer
developers of regional malls. Headed by its co-founder and Chairman,  Richard E.
Jacobs, the firm developed and owned over 40 major mall properties from coast to
coast.

     Today,  The Jacobs Group  continues as a major developer of retail centers,
office and hotel properties and mixed-use developments.  Among its other premier
properties are Chagrin Highlands,  a 630-acre corporate  community in Cleveland,
OH; Cypress Creek Town Center, a 1.4 million-square-foot  lifestyle center under
development   in  Pasco  County,   FL;  and  Gulf  Coast  Town  Center,   a  1.7
million-square-foot  regional center under  construction  in Lee County,  FL - a
50/50 joint venture with CBL.

     Information  included herein contains  "forward-looking  statements" within
the meaning of the federal  securities  laws.  Such  statements  are  inherently
subject  to risks and  uncertainties,  many of which  cannot be  predicted  with
accuracy  and some of which  might not even be  anticipated.  Future  events and
actual events,  financial and otherwise,  may differ  materially from the events
and results discussed in the forward-looking  statements. The reader is directed
to the Company's  various  filings with the Securities and Exchange  Commission,
including  without  limitation the Company's  Annual Report on Form 10-K and the
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  incorporated by reference  therein,  for a discussion of such risks
and uncertainties.



                                      -END-
</TEXT>
</DOCUMENT>
</SUBMISSION>
