CBL & ASSOCIATES PROPERTIES INC
EXHIBIT 10.1.5 AMENDMENT PARTNERSHIP AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit1015.txt
<DESCRIPTION>EXHIBIT 10.1.5 AMENDMENT PARTNERSHIP AGREEMENT
<TEXT>
                                                                  Exhibit 10.1.5
                               FOURTH AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                      CBL & ASSOCIATES LIMITED PARTNERSHIP

                            Dated as of June 1, 2005
                  ---------------------------------------------

                  THIS FOURTH AMENDMENT TO SECOND 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 Second
Amended and Restated Agreement of Limited Partnership of CBL & Associates
Limited Partnership as the same may be amended (the "Agreement").

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

                                       1
<PAGE>

                  WHEREAS, the Company has declared a stock dividend of one
share of Common Stock for each outstanding share of Common Stock and has set the
record date for such stock dividend as June 1, 2005 and a payment date of June
15, 2005 (the "6/15/05 Stock Split").


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

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 and
                  L-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 and L-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 or L-SCUs, the number of shares
                  of Common Stock equal to such number of Common Units, SCUs,


                                       2
<PAGE>

                  S-SCUs or L-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 divided 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 or L-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 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 or L-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 the dividend or distribution of 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 and the L-SCUs.



                                       3
<PAGE>

                  (b) The following definitions are hereby added to Section 1.1
o the Agreement:

                  "L-SCUs" shall have the meaning set forth in Exhibit J.

                  "L-SCU Basic Distribution Amount" shall mean, with respect to
                  an L-SCU, $1.5144 (and shall be $.7572 following the 6/15/05
                  Stock Split); provided, however, that such amount will be
                  adjusted appropriately to account for any further unit splits,
                  combinations or other similar events with respect to the
                  L-SCUs.

                  "Series L Exchange Notice" shall have the meaning set forth in
Exhibit J.

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

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

                  2. Pursuant to the 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, the initial holder of
                  L-SCUs automatically will be admitted as an Additional Partner
                  of the Partnership, without any further action or approval and
                  the General Partner herby agrees to cause the name of such
                  recipient to be recorded on the book and records of the
                  Partnership on the date of such admission.

                  3. Sections 6.2(c)(1), 6.2(c)(2) and 6.2(d) of the Agreement
                  are hereby renumbered as Sections 6.2(d)(1), 6.2(d)(2) and
                  6.2(e) respectively.

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

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

                  (i) Concurrently, ratably and on parity and with the
                  distributions to holders of SCUs and S-SCUs provided for under
                  Sections 6.2(a)(iii) and 6.2(b)(i), respectively, to the
                  extent that the amount of Net Cash Flow distributed to the
                  holders of L-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
                  L-SCUs pursuant to subparagraph (ii) below, and such shortfall
                  has not been subsequently distributed pursuant to this Section
                  6.2(c)(i), Net Cash Flow shall be distributed to the holders
                  of L-SCUs until they have received an amount per L-SCU, as


                                       4
<PAGE>

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

                  (iii) Concurrently, ratably and on parity with the
                  distributions to holders of SCUs, S-SCUs and Common Units
                  provided for under Section 6.2(a)(v) and 6.2(b)(iii), the
                  balance of the Net Cash Flow to be distributed, if any, shall
                  be distributed to holders of L-SCUs pro rata in accordance
                  with their proportionate ownership of the aggregate number of
                  SCUs, S-SCUs and L-SCUs and Common Units outstanding (counting
                  each SCU, S-SCU or L-SCU as the number of Common Units or
                  number of shares of Common Stock, as applicable, into which it
                  is convertible pursuant to the terms of Exhibit E, Exhibit H
                  or Exhibit J, as applicable), provided, however, that such
                  distribution to the holders of L-SCUs shall be reduced by the
                  amount of the distribution made to such Holders on account of
                  their L-SCUs with respect to such quarter pursuant to
                  subparagraph (c)(ii) above and the reduction will be allocated
                  among the holders of L-SCUs pro rata in accordance with their
                  respective percentage interests in the total number of L-SCUs
                  then outstanding.

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

                  5. Sections 6.2(e) and 6.2(f) of the Partnership Agreement
                  shall also apply to distributions with respect to the L-SCUs.

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


                                       5
<PAGE>

                  hereto with respect to the SCUs,; (iii) Exhibit H with respect
                  to the S-SCUs and (iv) Exhibit J with respect to the L-SCUs."

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

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


                  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. The exhibit attached to this Amendment as Attachment 4 is
                  hereby added to the Agreement as Exhibit J thereof.

                  12. Except as expressly amended hereby, the Agreement shall
                  remain in full  force and effect.

                            [Signatures on Next Page]



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<PAGE>


                  IN WITNESS WHEREOF, the General Partner as executed this
Fourth 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.

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

Consented to:

CBL HOLDINGS II, INC.

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

                                       7
<PAGE>



                                                                  Attachment 1
                                   ACCEPTANCE


                                       8
<PAGE>




                          LIMITED PARTNER ACCEPTANCE OF
                              PARTNERSHIP AGREEMENT

                  This Limited Partner Acceptance of Partnership Agreement (this
"Acceptance") is made as of June 1, 2005 by Schostak Laurel Park Retail Holding
LLC, a Michigan limited liability company (the "Limited Partner"), to and for
the benefit of CBL & Associates Limited Partnership, a Delaware limited
partnership ("the "Partnership").

                  Capitalized terms used and not defined herein shall have the
meaning set forth in the Second Amended and Restated Agreement of limited
partnership of the Partnership, dated as of June 30, 1998, as amended through
the date hereof (the "Partnership Agreement").

                  WHEREAS, on the date hereof, the Partnership has agreed to
issue the Limited Partner 285,850 L-SCUs (the "Units") in connection with the
closing of the transactions contemplated by that certain Contribution and
Exchange Agreement dated March 18, 2005 (the "Contribution Agreement"), by and
among Newburgh/Six Mile Limited Partnership, the Limited Partner and the
Partnership;

                  WHEREAS, in connection with the acceptance of the Units by the
Limited Partner, the Limited Partner has agreed to affirm its obligations as a
limited partner under the Partnership Agreement with respect to the Units and to
confirm the additional agreements set forth herein;

                  NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Limited partner
herby confirms that it has been given the opportunity to review the terms of the
Partnership Agreement and affirms and agrees that it is bound by each of the
terms and conditions of the Partnership Agreement applicable to a holder of
L-SCUs, including, without limitation, the provisions thereof relating to
limitations and restrictions on the transfer of L-SCUs. The Limited Partner
hereby confirms that Informational Materials (as defined in the Contribution
Agreement).

                            [Signature on Next Page]



                                       9
<PAGE>



                  IN WITNESS WHEREOF, the Limited Partner has caused this
Acceptance to be duly executed and delivered as of the date first written above.



                                       SCHOSTAK LAUREL PARK
                                       RETAIL HOLDING LLC

                                       By:      Six Mile/Newburgh Venture, Inc.
                                                a Michigan corporation
                                                Its Manager

                                       By:      /s/ David W. Schostak
                                            ---------------------------
                                       Name: David W. Schostak
                                       Title: President

Acknowledged and accepted:

CBL & ASSOCIATES LIMITED
PARTNERSHIP

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


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



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<PAGE>
                                                                   Attachment 2
                                    EXHIBIT A

              [Exhibit A a/k/a Schedule A to Partnership Agreement]


                                       11
<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(d) (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);  6.2(b)(i),  (ii) and (iii); and  6.2(c)(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


                                       12
<PAGE>

               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 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 or Common Units  received on a conversion or
               redemption  of L-SCUs in an  amount  equal to the  amount of cash
               distributed  to such  Partner in respect of such L-SCUs or Common
               Units pursuant to Sections 6.2(a)(iii),  (iv) and (v); 6.2(b)(i),
               (ii)  and  (iii);  and   6.2(c)(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,  any  remaining  Net Income and Net  Losses,  taking  into
               account  in  determining  such  Net  Income  or  Net  Losses  the
               allocation of Gross Income  provided for in subsections (a) (iii)
               and (a)(iv)  above,  shall be allocated  among the  Partners,  on
               account of their Common Units other than Common Units received on


                                       13
<PAGE>

               a  conversion  or  redemption  of  SCUs,  S-SCUs  or  L-SCUs,  in
               accordance  with their  proportionate  ownership  of Common Units
               other than Common Units received on a conversion or redemption of
               SCUs,  S-SCUs or L-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) (iv) 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(d) (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 Section (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  under  Section  3(a) to
               holders of SCUs or S-SCUs,  and holders of Common Units  received


                                       14
<PAGE>

               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 or Common  Units  received  on a
               conversion or redemption of such L-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
               (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,  any  remaining  Net Income and Net  Losses,  taking  into
               account  in  determining  such  Net  Income  or  Net  Losses  the
               allocation of Gross Income  provided for in subsections  (b)(iii)
               and (b)(iv)  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,  or  L-SCUs,  in
               accordance  with their  proportionate  ownership  of Common Units
               other than common units received on a conversion or redemption of
               SCUs,  S-SCUs,  or L-SCUs  (except as  otherwise  required by the
               Regulations).

     (c) Notwithstanding  subsections (a) (iii) and (a)(iv), and subsections (b)
(iii) and (b)(iv),  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,  L-SCUs and Common Units,  counting each SCU,  S-SCU or
L-SCU, as applicable, as the number of Common Units into which it is convertible
in  accordance  with  Exhibit  E,  Exhibit H, or  Exhibit J 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:

                                       15
<PAGE>

          (i)  the Partnership shall have distributed to each holder of SCUs and
               S-SCUs in cash  pursuant  to Section  6.2(a)(iv),  6.2(b)(ii)  or
               6.2(c)(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 taken into account when determining  whether
               the  Partnership  has satisfied the  distribution  requirement of
               Section 6.2(a)(iii), 6.2(a)(iv), 6.2(b)(i), 6.2(b)(ii), 6.2(c)(i)
               and 6.2(c)(ii);

          (iv) (A) with respect to Special Tax  Distributions  to be made within
               two  years  of the  final  Closing  provided  for  in the  Master
               Contribution  Agreement,  the Special Tax  Distribution  will not
               cause the aggregate distributions to a holder of SCUs or a holder
               of Common Units  received on a conversion  or redemption of SCUs,
               other than  distributions  to such holder in respect of the 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


                                       16
<PAGE>

               holder's  percentage interest in Partnership profits for the life
               of the  Partnership  (as  determined  for  purposes  of  Treasury
               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 Treasury
               Regulations Section 1.707-4(b)).

                           (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 Treasury 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 Treasury Regulations Section
         1.707-4(b)).

     (d) Notwithstanding subsections (a)(v) and (b)(v), 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, and L-SCU
as the  number  of Common  Units  into  which  such  SCU,  S-SCU,  and L-SCU are
convertible  pursuant to Exhibit E, Exhibit H, or Exhibit J, 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), (b), (c) and (d), 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 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 or L-SCU


                                       17
<PAGE>

               shall be  treated  as the  number of Common  Units into which the
               SCU,  S-SCUs or L-SCUs are  convertible  pursuant to the terms of
               Exhibit  E,  Exhibit  H or  Exhibit  J,  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 or Common Units in accordance  with
               their  proportionate  ownership of Common Units.  For purposes of
               this subsection  (iii), each SCU, S-SCU or L-SCU shall be treated
               as the number of Common Units into which the SCU,  S-SCU or L-SCU
               is  convertible  pursuant to the terms of Exhibit E, Exhibit H or
               Exhibit J, as applicable, to the Agreement.

                  2. 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
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


                                       18
<PAGE>

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, or L-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)
hereof of Partnership  income or gain to a holder of SCUs,  S-SCUs, or L-SCUs or
Common units issued on a redemption or conversion  of SCUs,  S-SCUs,  or L-SCUs,
there  will be a  correspondingly  smaller  allocation  of Gross  Income to such
holder under  Section  1(a)(iii) or l(b)(iii)  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. 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


                                       19
<PAGE>

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  and  the  property  (  "Laurel  Park  Place")
contributed  to the  Partnership  pursuant  to  the  Contribution  and  Exchange
Agreement for Laurel Park Place,  curative  allocations of gain  recognized on a
disposition  of a  direct  or  indirect  interest  in  a  Jacobs  Property,  the
Monroeville  Mall or Laurel  Park Place may be made to the extent  permitted  in
Regulation Section  1.704-3(c).  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.  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.

                                       20
<PAGE>

     4.5 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.

                                       21
<PAGE>
                                                                   Attachment 4
                                    EXHIBIT J


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

                         Pursuant to Article 4.4 of the
              Second Amended and Restated Partnership Agreement of
                            the Operating Partnership


     WHEREAS,  Article  4.4 of  the  Second  Amended  and  Restated  Partnership
Agreement of the Operating  Partnership (as amended through June 1, 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.)

     WHEREAS, the Company (as defined in the Partnership Agreement) has declared
a stock  dividend  of one share of Common  Stock for each  outstanding  share of
Common Stock and has set the record date for such stock dividend as June 1, 2005
and a payment date of June 15, 2005 (the "6/15/05 Stock Split").

     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 units, as follows:

     1. Designation and Amount.

     The units of such  series  shall be  designated  "Series  L Special  Common
Units" (the  "L-SCUs")  and the number of units  constituting  such series shall
initially be 285,850 (and shall be 571,700 after the 6/15/05  Stock Split).  The
rights and obligations of the L-SCUs shall be as set forth herein (to the extent
not  inconsistent  with  the  Partnership  Agreement)  and  in  the  Partnership
Agreement.  The Operating Partnership may not issue any additional L-SCUs unless
(i) the issuance is required to deliver additional  consideration as required by
the  terms of the  Contribution  Agreement,  dated as of March 18,  2005,  among
Newburgh/Six Mile Limited  Partnership,  Schostak Laurel Park Retail Holding LLC
and the Operating  Partnership  (the  "Contribution  Agreement")  or (ii) it has


                                       22
<PAGE>

obtained the prior written consent of the holders of record of a majority of the
outstanding  L-SCUs  ("Majority  Holders").  Nothing in the  foregoing  shall be
deemed  to limit  the  right  and  power of the  General  Partner  to cause  the
Operating  Partnership to designate and issue additional  L-SCUs,  designate and
issues other series of units, and/or designate and issue other securities to the
fullest extent  permitted under the terms of the Partnership  Agreement and this
Exhibit J.

     2. Distribution Rights.

     (a)  Holders of L-SCUs  shall be  entitled  to receive  distributions  with
respect to the L-SCUs in the manner and to the  fullest  extent set forth in the
Partnership Agreement.

     (b) L-SCU Basic Distribution Amount. Until the earlier to occur of (i) June
1, 2020 or (ii) the date upon which the L-SCU  Threshold is met,  holders of the
L-SCUs  shall be  entitled  to receive  distributions  equal to the L-SCU  Basic
Distribution  Amount  as  provided  in  Section  6.2(c)(ii)  of the  Partnership
Agreement.  The  foregoing  amounts  shall be  adjusted  to reflect  any splits,
reverse  splits,  distributions  of Common Units or similar  adjustments  to the
amount of the Operating Partnership's outstanding Common Units.

     (c)  Additional  Distributions.  Until the  earlier to occur of (i) June 1,
2020 or (ii) the date upon which the L-SCU  Threshold is met,  Holders of L-SCUs
shall be entitled to receive additional quarterly  distributions with respect to
the  L-SCUs in the event  that the  quarterly  distributions  to the  holders of
Common Units exceed the L-SCU Basic Distribution Amount on a per unit basis with
such  additional  distribution  to the  holders of L-SCUs to be in the amount of
such excess (the "Additional  Distributions")  and such Additional  Distribution
shall be  payable  in the same  manner as  distributions  are made to holders of
Common Units.

     (d) Distribution Procedures. Distributions with respect to the L-SCUs shall
be payable  quarterly  on the dates  designated  by the General  Partner for the
payment of  distributions  to the  holders  of Common  Units.  Any  distribution
payable on the L-SCUs for the quarter in which the L-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 L-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.

     (e) L-SCU Distribution  Threshold and Conversion to Distribution  Rights of
Common Units.  At the earlier to occur of (i) such time as the holders of Common
Units have received  distributions that have equaled or exceeded the L-SCU Basic
Distribution  Amount  payable to holders of L-SCUs for each of four  consecutive
calendar  quarters  (the  "L-SCU  Threshold");  or (ii) June 1,  2020,  then the
distribution  rights  of  holders  of  all  L-SCUs  shall  be  converted  to the
distribution  rights of  holders of Common  Units and there  shall be no further
distinction  between  the  distribution  rights  attributable  to L-SCUs and the
distribution  rights  attributable to Common Units.  Specifically  and by way of
clarification,  upon the  occurrence  of the events set forth in this  Paragraph
2(e),  there shall be no further priority  distributions  paid or payable to the
holders of L-SCUs pursuant to Section 6.2(c ) of the  Partnership  Agreement and
each  holder  of  L-SCUs  shall  automatically  thereupon  be deemed to hold the
distribution  rights attributable to Common Units in the same per unit amount as
such holder holds L-SCUs.  Following a conversion of  distribution  rights,  all
other rights attributable to L-SCUs shall remain as stated in this Exhibit J.

                                       23
<PAGE>

     (f) At such  time,  if any,  as  there  is any  distribution  shortfall  as
described  in Section  6.2(c)(iii)  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  by their terms ranking
junior as to  distributions  to the rights of the L-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 L-SCUs as to distributions).

     (g)  Distributions  with  respect to the L-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 J
shall be construed and applied consistent with such Treasury Regulations.


     3. Rights of L-SCU Holders.

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

          (i)  undertake,  consent to, or otherwise  participate 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 herein referred
               to as a "Recapitalization Transaction") unless in connection with
               such   Recapitalization   Transaction,   (x)  either  each  L-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  obligation  of the holders of the L-SCUs that is  materially
               adverse to the holders of L-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 an
               L-SCU holder under this Exhibit J and the  Partnership  Agreement
               (as  reasonably  determined  by the  Board  of  Directors  of the
               Company),  and (y) each holder of L-SCUs shall have the option to
               convert  its L-SCUs  into the  amount  and type of  consideration
               and/or  securities  receivable  by a holder of the same number of
               Common Units as such holder of L-SCUs;

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



                                       24
<PAGE>

          (iii) otherwise   amend,   alter  or  repeal  the  provisions  of  the
               Partnership  Agreement in a manner that would adversely affect in
               any material respect the holders of the L-SCUs disproportionately
               with respect to the rights of the holders of the Common Units (as
               reasonably  determined by the Board of Directors of the Company);
               it being  understood  that  nothing  in this  Exhibit  J 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 prior to the  L-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.  (b)
               Unless  specifically  set forth in this  Exhibit  J,  holders  of
               L-SCUs shall have each and every right, privilege and entitlement
               as holders of Common  Units,  including but not limited to voting
               rights, i.e., each holder of one L-SCU shall have the same voting
               rights  as a holder of one  Common  Unit and the  holders  of the
               L-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. Unless  specifically set forth
               in this  Exhibit J or in the  Partnership  Agreement,  holders of
               L-SCUs do not have rights that are superior or that take priority
               over the rights of holders of Common Units.  If and to the extent
               the  Operating  Partnership  may issue to all  holders  of Common
               Units  additional  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,  then  such  additional
               rights  shall  automatically  be issued to all  holders of L-SCUs
               such that the  holders  of L-SCUs  shall at all times  (except as
               specifically  set  forth  in this  Exhibit  J) have  the  rights,
               privileges and  entitlements of holders of Common Units.  Holders
               of  L-SCUs  shall  have the  rights  set  forth  in that  certain
               Registration  Rights  Agreement  dated June 1, 2005  between  the
               holders and the Company (the "Rights Agreement").


     4. Exchange.

     (a) At any time  following  the  issuance  of the  L-SCUs,  subject  to the
remainder  of this  Paragraph  4, a holder of L-SCUs  shall  have the right (the
"Series L  Exchange  Right") to  exchange  all or any  portion of such  holder's
L-SCU's (the "Series L Offered  Units") for Exchange  Consideration  (as defined
below),  subject to the limitations contained in Paragraphs 4(c) and 4(d) below.
Any such  Series L 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 L Exchange Notice") delivered,  at
the election of the holder exercising the Series L Exchange Right (the "Series L
Exercising  Holder"),  to the Company or to the  Operating  Partnership,  by the
Series L Exercising Holder.

     (b) The  exchange  consideration  (the  "Series L Exchange  Consideration")
payable by the Company or the  Operating  Partnership,  as  applicable,  to each
Series L Exercising Holder shall be equal to the product of (x) the Common Stock
Amount with respect to the Series L Offered Units  multiplied by (y) the Current
Per Share  Market  Price,  each  computed  as of the date on which the  Series L
Exchange  Notice was  delivered to the Company.  In  connection  with a Series L
Exchange Notice  delivered to the Company,  the Series L 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


                                       25
<PAGE>

available funds to the Series L 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 L 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 L Exchange Consideration,  concurrently
with any exchange pursuant to this Paragraph 4, the Operating  Partnership shall
pay the Series L Exercising  Holder cash in an amount equal to any  distribution
shortfall  described in Section  6.2(b)(i)  of the  Partnership  Agreement  with
respect to the Series L Offered Units outstanding on the date of the Exchange.

     (c) Notwithstanding  anything herein to the contrary, any Series L Exchange
Right with respect to the Company may only be exercised to the extent that, upon
exercise of the Series L Exchange Right,  assuming payment by the Company of the
Series L  Exchange  Consideration  in  shares  of  Common  Stock,  the  Series L
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 L  Exchange  Right,  in excess of the
applicable  Ownership  Limit.  If a Series L 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 L Exchange  Right cannot be exercised in full as aforesaid,  the Series L
Exchange  Notice  shall be deemed to be  modified  to provide  that the Series L
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 L Exchange Notice with respect to the remainder of such
Series L Exchange Right shall be deemed to have been withdrawn.

     (d) Series L Exchange  Rights may be  exercised  at any time after the date
set forth in  Paragraph  4(a)  above and from time to time,  provided,  however,
that, except with the prior written consent of the General Partner, (x) only one
(1)  Series L  Exchange  Notice may be  delivered  to either the  Company or the
Operating  Partnership  by all holders of L-SCUs during any  consecutive  twelve
(12) month  period;  and (y) no Series L Exchange  Notice may be delivered  with
respect to L-SCUs either (A) having a value of less than  $3,000,000  calculated
by  multiplying  the Common  Stock  Amount  with  respect to such  L-SCUs by the
Current  Per  Share   Market  Price  or  (B)  if  the  holders  of  all  of  the
then-outstanding  L-SCUs do not own L-SCUs  having a value of $3,000,000 or more
as  calculated in (A) above,  constituting  less than all of the L-SCUs owned by
such holders as a group.

     (e) Within  thirty (30) days after  receipt by the Company or the Operating
Partnership  of any Series L Exchange  Notice  delivered in accordance  with the
requirements of Paragraph 4(a) hereof, the Company or the Operating Partnership,
as  applicable,  shall  deliver  to the Series L  Exercising  Holder a notice (a
"Series L Election Notice"),  which Series L Election Notice shall set forth the
computation of the Series L Exchange  Consideration and, in the case of a Series
L Election Notice delivered by the Company, shall specify the form of the Series
L Exchange  Consideration  (which shall be in  accordance  with  Paragraph  4(b)
hereof), to be paid by the Company or the Operating  Partnership,  as applicable
to such  Series  L  Exercising  Holder  and the  date,  time  and  location  for
completion  of the purchase and sale of the Series L Offered  Units,  which date
shall,  to the  extent  required,  in no event  be more  than (A) in the case of


                                       26
<PAGE>

Series L Offered  Units with respect to which the Company has elected to pay the
Series L Exchange  Consideration by issuance of shares of Common Stock, ten (10)
days  after  the  delivery  by the  Company  or the  Operating  Partnership,  as
applicable,  of the Series L Election  Notice for the Series L Offered  Units or
(B) in the case of Series L Offered  Units with respect to which the Company has
elected  to pay the  Series L Exchange  Consideration  in cash,  sixty (60) days
after the initial date of receipt by the Company of the Series L Exchange Notice
for such Series L 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 to provide  financing  to be used to acquire the Series L Offered  Units.
Notwithstanding the foregoing, each of the Company and the Operating Partnership
agrees to use its  reasonable  efforts  to cause  the  closing  of the  exchange
hereunder  to occur as  quickly as  possible.  If the  Company or the  Operating
Partnership,  as  applicable,  has  delivered a Series L Election  Notice to the
Series L  Exercising  Holder  with  respect to a Series L Exchange  Notice,  the
Series L  Exchange  Notice  may not be  withdrawn  or  modified  by the Series L
Exercising Holder (except to the extent of any deemed  modification  required by
Section 4(c) above) without the consent of the General  Partner.  Similarly,  if
the Company or the Operating  Partnership delivers a Series L Election Notice to
a Series L  Exercising  Holder,  the Company or the  Operating  Partnership,  as
applicable,  may not modify the Series L Election  Notice without the consent of
the Series L Exercising Holder.

     (f) At the  closing  of the  purchase  and sale of Series L Offered  Units,
payment of the Series L 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 L  Exercising  Holder  with
respect to (x) the Series L Exercising Holder's due authority to sell all of the
right,  title and interest in and to such Series L Offered  Units to the Company
or the  Operating  Partnership,  as  applicable,  (y) the status of the Series L
Offered  Units  being  sold,  free and clear of all  Liens and (z) the  Series L
Exercising  Holder's intent to acquire the Common Stock for investment  purposes
and not for distribution,  and (B) the Company or the Operating Partnership,  as
applicable,  with  respect to due  authority  of the  Company  or the  Operating
Partnership, as applicable, for the purchase of such Series L Offered Units, and
(ii) to the extent that any shares of Common  Stock are issued in payment of the
Series L  Exchange  Consideration  or any  portion  thereof,  (A) an  opinion of
counsel for the Company or the Operating Partnership, as applicable,  reasonably
satisfactory  to the Series L Exercising,  to the effect that (I) such shares of
Common  Stock 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 L 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 or the Operating Partnership.

     (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 L-SCUs, as follows:



                                       27
<PAGE>

          (i)  At all times during the pendency of the Series L 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  L  Exchange
               Consideration in regard to all L-SCUs which are from time to time
               outstanding;

          (ii) As  long as the  Company  shall  be  obligated  to file  periodic
               reports under the Exchange Act, the Company will timely file such
               reports in such manner as shall  enable any  recipient  of Common
               Stock issued to holders of L-SCUs  hereunder in reliance  upon an
               exemption from registration  under the Securities Act to continue
               to be  eligible  to  utilize  Rule  144  promulgated  by the  SEC
               pursuant  to  the  Securities  Act,  or  any  successor  rule  or
               regulation or statute thereunder, for the resale thereof;

          (iii) Each  holder of  L-SCUs,  upon  request,  shall be  entitled  to
               receive from the  Operating  Partnership  in a timely  manner all
               reports  filed  by  the  Company  with  the  SEC  and  all  other
               communications  transmitted  from time to time by the  Company to
               its shareholders generally; and

          (iv) Other  than  as  contemplated  under  the  terms  of  the  Rights
               Agreement,  issuances of stock pursuant to the Company's dividend
               reinvestment plan (as described in the Company's prospectus dated
               June  12,  2001)  or any  customary  dividend  reinvestment  plan
               adopted  by the  Company  after  that  date  and  other  than the
               issuance of deferred  stock awards or the grant of stock  options
               to officers,  directors and employees of the Company, the Company
               shall  not  issue or sell any  shares  of  Common  Stock or other
               equity  securities or any instrument  convertible into any equity
               security  for a  consideration  less than the fair  value of such
               Common Stock or other equity security, as determined in each case
               by the Board of Directors of the Company in its sole  discretion,
               and under no  circumstances  shall the Company  declare any stock
               dividend,  stock split,  stock  distribution or the like,  unless
               fair and  equitable  arrangements  are  provided,  to the  extent
               necessary,  to fully  adjust,  and to avoid any  dilution in, the
               rights of  holders of the  L-SCUs  under  this  Exhibit J and the
               Partnership  Agreement (as reasonably  determined by the Board of
               Directors of the Company).  The provisions of this clause (iv) of
               Paragraph 4(g) shall not prohibit the Company from issuing shares
               of its Common Stock or other equity  securities or any instrument
               convertible  into any equity  security in lieu of a cash dividend
               declared by the Company.

     (h) All Series L Offered Units  tendered to the Company or to the Operating
Partnership, as applicable, in accordance with the exercise of Series L Exchange
Rights  shall be delivered to the Company or to the  Operating  Partnership,  as
applicable, free and clear of all Liens and should any Liens exist or arise with
respect to such Units, the Company or the Operating Partnership,  as applicable,
shall be under no obligation to acquire the same unless, in connection with such
acquisition,  the  Company or the  Operating  Partnership,  as  applicable,  has
elected to pay such portion of the Series L 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  or the  Operating
Partnership, as applicable, is expressly authorized to apply such portion of the
Series L Exchange  Consideration as may be necessary to satisfy any indebtedness
in full and to  discharge  such  Lien in full.  In the  event any state or local
property transfer tax is payable as a result of the transfer of Series L Offered
Units to the Company,  the transferring holder thereof shall assume and pay such
transfer tax.

                                       28
<PAGE>

     (i) Subject to the  restrictions  on transfer set forth in the  Partnership
Agreement  and in  Paragraph 5 hereof,  the Assignee of any holder of L-SCUs may
exercise the rights of such holder of L-SCUs  pursuant to this  Paragraph 4, and
such  holder of L-SCUs  shall be deemed  to have  assigned  such  rights to such
Assignee  and shall be bound by the  exercise  of such  rights by such  holder's
Assignee.  In  connection  with any exercise of such rights by such  Assignee on
behalf of such holder, the Series L Exchange  Consideration shall be paid by the
Company or the Operating Partnership,  as applicable,  directly to such Assignee
and not to such holder.

     (j) 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 L Exchange Consideration payable thereafter by the Company
pursuant to clauses (B) and (C) of  Paragraph  4(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  L  Exchange  Consideration  payable  by the  Operating
Partnership  pursuant to the last  sentence of Paragraph  4(b) shall be adjusted
accordingly.

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


     5. 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 L-SCUs,  and
(ii)  the  admission  of any  transferee  of a L-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 L-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 L-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 L-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.

                                       29
<PAGE>

     (b) For the purposes of this Paragraph 5, an "Approved Transfer" shall mean

          (i)  any  pledge by an  initial  holder  of  L-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 pledge; or

          (ii) any transfer by Schostak  Laurel Park Retail  Holdings LLC or its
               Affiliate to Jerome L.  Schostak,  Robert I.  Schostak,  David W.
               Schostak,  Mark S. Schostak,  Brothers Four LLC,  Robert S. Sher,
               Stephen Duczynski,  Michael Polsinelli, or to any trust for their
               benefit,  provided however,  that the aggregate number of holders
               of record of L-SCUs shall not, as a result of any such transfers,
               exceed eight (8).

     6. 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.

     7. 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
L-SCUs set forth in the  Partnership  Agreement  and this Exhibit J 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 L-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 L-SCUs herein set forth shall be
deemed dependent upon any other provision thereof unless so expressed therein.

     8. No Preemptive Rights.

     No holder of L-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]



                                       30
<PAGE>

     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 L
Special  Common Units to be duly executed to be effective  this 1st day of June,
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


                                       31
<PAGE>


                                     Attachment 1 to Exhibit J (Terms of L-SCUs)


                       Original Holders and Record Holders
<TABLE>
<CAPTION>

             Original Holder                           Record Holder                   Number of L-SCUs
------------------------------------------- ------------------------------------- ---------------------------

<S>                                                         <C>                    <C>
 Schostak Laurel Park Retail Holding LLC                    Same                   285,850 (571,700 after
                                                                                     6/15/05 Stock Split)
</TABLE>
</TEXT>
</DOCUMENT>
