FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CW JOINT VENTURE, LLC

Exhibit T3B.48

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY

COMPANY AGREEMENT OF CW JOINT VENTURE, LLC

This First Amendment to the First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC (“First Amendment”), dated as of November 15, 2007 is entered into by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (“CBL LP”), ST. CLAIR SQUARE GP, INC., an Illinois corporation (“St. Clair GP; and together with CBL LP; collectively, “CBL”), and WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware limited partnership (“Westfield”).

WHEREAS, CBL and Westfield entered into a First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC, dated as of October 16,2007 (the “Agreement”);

WHEREAS, CBL and Westfield desire to amend the Agreement on the terms set forth herein.

Each capitalized term used herein, unless otherwise noted, shall have the meaning ascribed to it in the First Amended and Restated Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           The above recitals are a material part of this First Amendment and hereby are incorporated herein by this reference as if set forth at length herein.

2.           Exhibit B attached to the Agreement is hereby deleted in its entirety and is replaced with Exhibit B attached hereto and made a part hereof.

3.           Exhibit C attached to the Agreement is hereby deleted in its entirety and is replaced with Exhibit C attached hereto and made a part hereof.

4.           Except as expressly modified herein, all terms and conditions set forth in the Agreement remain unchanged and in full force and effect. Any conflict between the Agreement and this First Amendment shall resolve in favor of this First Amendment,

5.            This First Amendment may be signed by the parties in different counterparts and the signature pages combined to create a document binding on all parties.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have, by their duly authorized representatives, executed this First Amendment as of the date first above written.

	COMMON MEMBERS:
	CBL & ASSOCIATES LIMITED PARTNERSHIP, a
	Delaware limited partnership
____________ Legal	By:	CBL Holdings 1, Inc., its general partner
		By:
			Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
			Title:   Sr. Vice President and General Counsel
____________ Legal	ST. CLAIR SQUARE GP, INC., an
	Illinois corporation
	By:
		Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:   Sr. Vice President and General Counsel

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Exhibit B

Westfield Projects

^1.Includes a negative proration adjustment equal to $938,024.79.

1  

^1.Includes a negative proration adjustment equal to $2,694,609,11.

2  

^1.Includes a negative proration adjustment equal to $4,040,476.77.

3  

Exhibit C

Units

4  

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED 

LIABILITY COMPANY AGREEMENT OF CW JOINT VENTURE, LLC

This Second Amendment to the First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC (“Second Amendment”), dated as of April 2, 2008, is entered into by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (“CBL LP”), ST. CLAIR SQUARE GP, INC an Illinois corporation (“St. Clair GP; and together with CBL LP; collectively, “CBL”), and WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware limited partnership (“Westfield”).

WHEREAS, CW Joint Venture, LLC (the “Company”) was formed under the Act pursuant to the Certificate of Formation filed with the Secretary of State of the State of Delaware on July 17, 2007 (the “Certificate” );

WHEREAS, CBL and Westfield entered into that certain First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC dated as of October 16, 2007, and that certain First Amendment to First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC dated as of November 15, 2007 (collectively, the “Agreement”);

WHEREAS, by Assignment and Assumption of Contributed Interests from CBL to the Company dated as of the date hereof, CBL is contributing additional real property to the Company in exchange for additional Common Units of the Company pursuant to Section 3.2(a)(ii) of the Agreement; and

WHEREAS, CBL, and Westfield desire to amend the Agreement on the terms set forth herein.

Each capitalized term used herein, unless otherwise noted, shall have the meaning ascribed to it in the Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           The above recitals are a material part of this Second Amendment and hereby are incorporated herein by this reference as if set forth at length herein.

2.           Exhibit A attached to the Agreement is hereby deleted in its entirety and is replaced with Exhibit A attached hereto and made a part hereof.

3.           Exhibit C attached to the Agreement is hereby deleted in its entirety and is replaced with Exhibit C attached hereto and made a part hereof

4.            The definition of “Preferred Equity Return” contained in Section 1.1 of the Agreement is hereby amended by deleting the phrase “360-day year” therefrom and replacing such phrase in each instance with the phrase “365-day year”.

5           The parties hereto acknowledge the compliance by CBL with the provisions of Section 3.2(a)(ii) of the Agreement. Terms set forth in initial capital letters and not defined herein shall have the meanings ascribed to such terms as set forth in the Agreement Except as expressly modified herein, all terms and conditions set forth in the Agreement shall remain unchanged and in full force and effect. Any conflict between the Agreement and this Second Amendment shall be resolved in favor of this Second Amendment.

6.           This Second Amendment may be signed by the parties in different counterparts and the signature pages combined to create a document binding on all parties.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have, by their duly authorized representatives, executed this Second Amendment as of the date first above written.

	COMMON MEMBERS:
	CBL & ASSOCIATES LIMITED PARTNERSHIP, a
	Delaware limited partnership
	By:	CBL Holdings 1, Inc., its general partner			____________ Legal
		By:
			Name:	▇▇▇▇ ▇.  ▇▇▇
			Title:	Vice Chairman of the Board
				and Chief Financial Officer
	ST. CLAIR SQUARE GP, INC.,
	an Illinois corporation				____________ Legal
		By:
			Name:	▇▇▇▇ ▇.  ▇▇▇
			Title:	Vice Chairman of the Board
				and Chief Financial Officer

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Exhibit A

CBL Projects

Exhibit C

Units

EXECUTION VERSION

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY

COMPANY AGREEMENT OF CW JOINT VENTURE, LLC

This Third Amendment to the First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC (“Third Amendment”) dated as of February 25, 2010, is entered into by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (“CBL LP”) ST. CLAIR SQUARE GP, INC., an Illinois corporation (“St. Clair GP”), ARBOR PLACE LIMITED PARTNERSHIP, a Georgia limited partnership (“Arbor Place” and together with CBL LP and St. Clair GP, collectively: “CBL”), and WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware limited partnership (“Westfield”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth herein or in Schedule 1 attached hereto.

RECITALS

WHEREAS, CBL LP, St. Clair GP and Westfield entered into a First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC (the “JV”), dated as of October 16, 2007 (the “Original Agreement”);

WHEREAS, the parties thereto entered into a First Amendment to the Original Agreement, dated as of November 15, 2007 (the “First Amendment”);

WHEREAS, the parties thereto entered into a Second Amendment to the Original Agreement, dated as of April 2, 2008 (the “Second Amendment”, and together with the First Amendment and the Original Agreement, as so amended, being referred to herein as the “Agreement”)

WHEREAS, on February 25, ▇▇▇▇, ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇, the JV and Westfield entered into a Contribution Agreement (the “Contribution Agreement”) pursuant to which Arbor Place is to contribute the Contributed Interests (as defined in the Contribution Agreement) to the JV and become a Common Member in the JV, such contribution to be deemed a voluntary additional capital contribution by CBL in accordance with Section 3.2(a)(iii) of the Agreement;

WHEREAS, Arbor Place will, at or prior to the closing under the Contribution Agreement, contribute to the JV an amount of $25,326, 800 in cash in exchange for additional Common Units in the Company (the “CBL Cash Contribution”); and

WHEREAS, the parties hereto desire to amend the Agreement on the terms set forth herein, such amendment to take effect upon the consummation of the transactions contemplated in the Contribution Agreement and the admission of Arbor Place as a Common Member in the JV.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agreed as follows:

1.     The above recitals are a material part of this Third Amendment and hereby are incorporated herein by this reference as if set forth at length herein.

1  

EXECUTION VERSION

2.     Exhibit A attached to the Agreement is hereby deleted in its entirety and is replaced with Exhibit A attached hereto and made a part hereof.

3.     Exhibit C attached to the Agreement is hereby deleted in its entirety and is replaced with Exhibit C attached hereto and made a part hereof. Exhibit D attached hereto reflects (i) CBL’s and Westfield’s best estimate of the Projects’ Gross Asset Values (and related net asset values) for purposes of a revaluation in accordance with this Agreement and pursuant to Treasury Regulation § 1.704-l(b)(2)(iv)(f), and (ii) the restated Capital Accounts of CBL and Westfield, Nothing in Westfield’s agreement to the Gross Asset Values shall be deemed to relieve CBL of its obligation to provide Westfield with CBL’s calculation (in reasonable detail) of the Net Fair Market Value of any of such Projects, the Net Fair Market Value of the CBL Projects, the Net Fair Market Value of CBL’s Equity Interest or the Net Fair Market Value of the Company within 30 days after Westfield’s request for the determination of such items as provided in the definitions thereof, nor of its right to request an Appraisal of all or any of the Projects as at December 31, 2009 or thereafter.

4.     The definition of “CBL REIT” in Section 1.1 is replaced with the following:

“CBL REIT” means CBL & Associates Properties, Inc., a Delaware coloration.

5.     The definition of “Debt Service Coverage Ratio” in Section 1.1 is amended by adding the words “(other than Park Plaza Mall)” after the words “any one or more of the Projects”.

6.     The definition of “Fair Market Value” in Section 1.1 is amended by adding the following at the end of the first sentence:

“and provided further, that notwithstanding anything in the foregoing to the contrary, the Fair Mar ket Value of Park Plaza Mall shall not be included for the purposes of the definitions of “Net Fair Market Value”, “Net Fair Market Value of CBL’s Equity Interest”, “Net Fair Market Value of the CBL Projects” and “Net Fair Market Value of the Company.”

7.     The definition of “Indebtedness” in Section 1.1 is amended by adding the following at the end of the definition:

“provided however, that notwithstanding anything in the foregoing to the contrary, any indebtedness of PPLLC, PPLP or PPGP, including for this purpose any indebtedness of CBL LP that is guaranteed by any of such entities and/or secured by a pledge or encumbrance of Park Plaza Mall, but that does not otherwise represent an obligation of the Company and/or any Subsidiary, shall not be deemed to be “Indebtedness” for purposes of this Agreement.”

8.     The definition of “Loan-to-Value Ratio” in Section 1,1 is amended by adding the words “(other than Park Plaza Mall)” after the words “any one or more of the Projects”.

9.     The definition of “Members” in Section 1.1 is amended by adding the words”, Arbor Place Limited Partnership” after the words “, St. Clair GP”.

2  

EXECUTION VERSION

10.   The following new general definitions are added to Section 1.1:

“PPGP” shall mean CBL/Park Plaza GP, LLC, an Arkansas limited liability company.

“PPLLC” shall mean CBL/Park Plaza Mall, LLC, a Delaware limited liability company.

‘‘PPLP” shall mean CBL/Park Plaza Limited Partnership, an Arkansas limited partnership.

11.   Section 4.1(a)(i) is amended by replacing the parenthetical clause in the first line with the following:

“(determined after giving effect to Section 4.20(j), and before giving effect to the other Special Allocations set forth in Section 4.2)”

12.   Section 5.3 is amended by adding the following after the first sentence thereof:

“Nothing in the preceding sentence or otherwise in this Agreement is deemed to prohibit or restrict the distribution to any of the Members of all or a portion of the membership interests in PPLLC or PPGP, or of all or a portion of the partnership interests in PPLP, any or all of which distributions is expressly permitted.”

13.   Section 6.2(b) is amended by adding the following at the end thereof:

“provided however, that the foregoing shall not be deemed to include any indebtedness of CBL LP that is guaranteed by PPLLC, PPLP or PPGP and/or secured by a pledge or encumbrance of Park Plaza Mall, but that does not otherwise represent an obligation of the Company and/or any Subsidiary.”

14.   Section 6.2(e) is amended by (i) removing the word ‘and’ immediately preceding the ‘(iii)’, and (ii) adding the following after clause (iii) thereof:

“and (iv) a distribution with respect to the Common Units of all or a portion of the membership interests in PPLLC or PPGP, or of all or a portion of the partnership interests in PPLP.”

15.   Section 6.2(k) is amended by adding the following at the end thereof:

“Notwithstanding anything in the foregoing to the contrary, for so long as any direct or indirect beneficial interest in PPLLC, PPLP or PPGP is owned by the Company, (i) a guaranty by any of such entities of the indebtedness of CBL LP and/or CBL REIT (the “Park Plaza Guaranty”) and a pledge or encumbrance of Park Plaza Mall and all rents and profits therefrom and licenses and agreements relating thereto to secure such guaranty, and/or (ii) the execution of such documentation reasonably required to accomplish a permitted distribution to any of the Members of all or a portion of the membership interests in PPLLC or PPGP, or of all or a portion of the partnership interests in PPLP, shall not require the Consent of Westfield, provided however, that any such distribution prior to February 25, 2011 shall only be permitted without the Consent of Westfield to the extent required by the lenders to CBL LP and/or CBL REIT (or the administrative agent of such lenders) that are the beneficiaries under the Park Plaza Guaranty.”

3  

EXECUTION VERSION

16.   Except as expressly modified herein, all terms and conditions set forth in the Agreement remain unchanged and in full force and effect.

17.   This Third Amendment may be signed by the parties in different counterparts and the signature pages combined to create a document binding on all parties. This Third Amendment shall be deemed to take effect upon the occurrence of the later of the closing of (i) the contribution of the Contributed Interests to the JV in accordance with the Contribution Agreement, and (ii) the CBL Cash Contribution, and this Third Amendment shall be deemed to have been terminated without taking effect if such the later of such closings shall not have occurred by April 15, 2010.

IN WITNESS WHEREOF, the parties hereto have, by their duly authorized representatives, executed this Third Amendment as of the date first written above written.

	COMMON MEMBERS
	CBL & ASSOCIATES LIMITED PARTNERSHIP,
	a Delaware limited partnership
	By: CBL Holdings I, Inc., its general partner
	By:
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:		Executive Vice President - Finance
	ST. CLAIR SQUARE GP, INC., an Illinois Corporation
	By:
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:		Executive Vice President - Finance
	ARBOR PLACE LIMITED PARTNERSHIP,
	A Georgia limited partnership
	By: Arbor Place GP, Inc., a Georgia corporation,
	its general partner
	By:
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:		Executive Vice President - Finance

4  

EXECUTION VERSION

	PREFERRED MEMBER
	WESTFIELD AMERICA LIMITED
	PARTNERSHIP, a Delaware limited partnership
	By:   Westfield U.S. Holdings, LLC, its general partner
	By:
		Name:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		SENIOR EXECUTIVE VP

5  

Exhibit A

CBL Projects

1  

2  

3  

4  

Exhibit C

Units

5  

Exhibit D

Asset Values and Restated Capital Accounts

Asset Values

* Reflects Park Plaza debt repayment

Restated Capital Accounts*

* Not including non-real estate assets or liabilities

6  

FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT OF CW JOINT VENTURE, LLC (the “JV”)

This Fourth Amendment to the First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC (“Fourth Amendment”), dated as of July 16, 2010, is entered into by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (“CBL LP”), ST. CLAIR SQUARE GP, INC., an Illinois corporation (“St. Clair GP”), ARBOR PLACE LIMITED PARTNERSHIP, a Georgia Limited partnership (“Arbor Place” and together with CBL LP and St. Clair GP, collectively, “CBL”), and WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware limited partnership (“Westfield”).

RECITALS

WHEREAS, CBL and Westfield entered into that certain First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC, dated as of October 16, 2007 (the “Original Agreement”):

WHEREAS, the parties thereto entered into a First Amendment to the Original Agreement, dated as of November 15, 2007 (the “First Amendment”);

WHEREAS, the parties thereto entered into a Second Amendment to the Original Agreement, dated as of April 2,2008 (the “Second Amendment”);

WHEREAS, the parties thereto and Arbor Place entered a Third Amendment to the Original Agreement, dated as of February 26,2010 (the “Third Amendment” and together with the First Amendment, the Second Amendment and the Original Agreement, as so amended, being referred to herein as the “Agreement”): and

WHEREAS, the parties hereto desire to further amend the Agreement on the terms set forth herein to reflect certain additional Preferred Units issued to Westfield pursuant to Section 3.1 (c) of the Agreement and to correct certain errors in the Third Amendment with respect to the number of Common Units issued thereunder to Arbor Place.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.       The above recitals are a material part of this Fourth Amendment and hereby are incorporated herein by this reference as if set forth at length herein.

2.       Each capitalized term used herein, unless otherwise noted, shall have the meaning ascribed to it in the Agreement.

3.       Pursuant to Section 3.1(c) of the Agreement, Westfield will be issued 2,464 additional Preferred Units as of March 12, 2010 on account of prorations due Westfield. The

additional Preferred Units shall be entitled to receive the Preferred Equity Return from and after March 12, 2010 (with the amount of any Preferred Equity Return for the period prior to March 12, 2010 having been paid simultaneously with the execution hereof).

4.       The parties acknowledge that the correct number of Common Units issuable to Arbor Place under the Third Amendment was 118,407, representing 98,932 Common Units issuable with respect to its contribution to the JV of the Contributed Interests (as defined in the Third Amendment) and 19,475 Common Units issuable with respect to Arbor Place’s cash contribution of $25,765,666 to the JV (rather than the $25,326,800 reflected in the Third Amendment).

5.       Exhibit B attached to the Agreement is hereby deleted in its entirety and is replaced with Exhibit B attached hereto and made a part hereof.

6.       Exhibit C attached to the Agreement is hereby deleted in its entirety and is replaced with Exhibit C attached hereto and made a part hereof.

7        Except as expressly modified herein, all terms and conditions set forth in the Agreement remain unchanged and in full force and effect. Any conflict between the Agreement and this Fourth Amendment shall be resolved in favor of this Fourth Amendment.

8.        This Fourth Amendment may be signed by the parties in different counterparts and the signature pages combined create a document binding on all parties.

[Remainder of Page Intentionally Left Blank]

Signature Page to Second Amendment to the First Amended and Restated
Limited Liability Company Agreement of CW Joint Venture, LLC  

IN WITNESS WHEREOF, the parties hereto have, by their duly authorized representatives, executed this Fourth Amendment as of the date first above written.

	COMMON MEMBERS:
	CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership
	By:	CBL Holdings I, Inc., its general partner
		By:
			Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
			Title:     Executive Vice President - Finance
	ST. CLAIR SQUARE GP, INC., an Illinois corporation
	By:
		Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:	Executive Vice President - Finance
	ARBOR PLACE LIMITED PARTNERSHIP, a Georgia limited partnership
	By: Arbor Place GP, Inc., a Georgia corporation, its general partner
		By:
			Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
			Title:    Executive Vice President - Finance

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Signature Page to Second Amendment to the First Amendment and Restated
Limited liability Company Agreement of CW Joint venture, LLC

	PREFERRED MEMBER:
	WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware limited partnership
	By:	Westfield U.S. Holdings, LLC, its general partner
		By:
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
			Title: SENIOR EXECUTIVE-VP

Signature Page to Second Amendment to the First Amendment and Restated
Limited liability Company Agreement of CW Joint venture, LLC

Exhibit B

Westfield Projects

¹ Includes a negative proration adjustment equal to $938,024.79.

²Includes a negative proration adjustment equal to $2,694,609.11.

³Includes a negative proration adjustment equal to $4,047,476.77.

Exhibit C

Units

FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT OF CW JOINT VENTURE, LLC

This Fifth Amendment (“Fifth Amendment”) to the First Amended and Restated Limited Libility Company Agreement of CW Joint Venture, LLC (the“JV”), dated as of December 3, 2012, is entered into by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (“CBL LP”), ST. CLAIR SQUARE GP, INC., an Illinois corporation (“St. Clair GP”), ARBOR PLACE LIMITED PARTNERSHIP, a Georgia(“Arbor Place” and together with CBL LP and St. Clair GP, collectively,“CBL”) and WESTFIELD AMERICA LIMITED PARTNERSHIP, Delaware limited partnership (“Westfield”).

RECITALS

WHEREAS, CBL and Westfield entered into that certain First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC, dated as of October 16, 2007 (the “Original Agreements”);

WHEREAS, the parties thereto entered into a First Amendment to the Original Agreement, dated as of November 15, 2007 (the “First Amendment”);

WHEREAS, the parties thereto entered into a Second Amendment to the Original Agreement, dated as of April 2, 2008 (the “Second Amendment”);

WHEREAS, the parties hereto entered a Third Amendment to the Original Agreement, dated as of February 26, 2010 (the “Third Amendment”);

WHEREAS, the parties hereto entered a Fourth Amendment to the Original Agreement, dated as of July 16, 2010 (the “Fourth Amendment”, and together with the First Amendment, the Second Amendment, the Third Amendment and the Original Agreement, as so amended, being referred to herein as the “Agreement”);

WHEREAS, the JV previously formed CBL SubREIT, Inc., a Maryland corporation (“SubREIT”), as a Subsidiary in which the JV indirectly owns all of the shares of common stock as well as certain shares of preferred stock, and the JV contributed to SubREIT all of the membership interests in West County Shoppingtown LLC, a Delaware limited liability company (“West County Property Owner”), and in West County Parcel LLC, a Delaware limited liability company (“West County Parcel Owner”, such membership interests in West County Property Owner and West County Parcel Owner being collectively referred to herein as the “West Country Interests”), and

WHEREAS, parties hereto desire to further amend the Agreement on the terms set forth herein to reflect the contribution by SubRBIT of the West County Interests to CBL/T-C LLC, a Delaware limited liability company (the “CBL/TIAA JV”), in exchange for membership interests issued to SubREIT in CBL/TIAA JV, pursuant to the West County Interests Contribution Agreement and the CBL/TIAA JV Agreement (as hereinafter defined).

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follow;

1.         The above recitals are a material part of this Fifth Amendment and hereby are incorporated herein by this reference as if set forth at length herein.

2.           Each capitalized term used herein, unless otherwise noted, shall have the meaning ascribed to it in the Agreement.

3.           The first sentence of the definition of “CBL Projects” in Section 1.1 is replaced with the following:

““CBL Projects” means (a) those Projects listed on Exhibit A, (i) that CBL has contributed (or caused to be contributed) to the Company, through a contribution of 100% of the equity interests in each Project Level Entity that owns each Project and (ii) that are owned by CBL/TIAA JV (but expressly excluding the West County Interests, which shall remain a Westfield Project) or (b) any additional Projects which are, after the date hereof, directly or indirectly (i) contributed by CBL to the Company; (ii) acquired in whole or in part by the Company through substitution or exchange for any CBL Projects; or (iii) purchased with the proceeds of sales of any CBL Projects or with the proceeds of any Company secured or unsecured financing.”

4.           The definition of “Debt Service Coverage Ratio” in Section 1.1 is amended by striking the words “(other than Park Plaza Mall)”.

5.           The definition of “Fair Market Value” in Section 1.1 is amended by striding the following at the end of the first sentence:

“and provided further, that notwithstanding anything in the foregoing to the contrary, the Fair Market Value of Park Plaza Mall shall not be included for the purposes of the definitions of “Net Fair Market Value^”, “Net Fair Market Value of CBL’s Equity Interest” Net Fair Market Value of the CBL Projects” and “Net Fair Market Value of the Company.”

6.           The definition of “Indebtedness” in Section 1.1 is amended by striking the following at the end of the definition:

“provided however, that notwithstanding anything in the foregoing to the contrary, any indebtedness of PPLLC, PPLP or PPGP, including for this purpose any indebtedness of CBL LP that is guaranteed by any of such entities and/or secured by a pledge or encumbrance of Park Plaza Mall, but that does not otherwise represent an obligation of the Company and/or any Subsidiary, shall not be deemed to be “Indebtedness” for purposes of this Agreement.^”

7.              The definition of “Loan-to-Value Ratio” in Section 1.1 is amended by striking the words “(other than Park Plaza Mall)” after the words “any one or more of the Projects^”.

8.            The definition of “Redemption Amount” in Section 1.1 is replaced with the following:

“Redemption Amount” means an amount equal to Westfield’s Capital Account, as determined pursuant to Section 4.2(h), provided however, that such amount shall be deemed reduced by the amount of $10 million in the event (i) the Company shall make a Company Redemption Offer for all cash pursuant to Section 9.5(c) on or before August 1, 2013, (ii) Westfield does not reject such Company Redemption Offer in accordance with Section 9.5(c), and (iii) the Redemption Closing shall occur on or before September 30, 2013.

9.            The definition of “Substantial Subsidiary” in Section 1.1 is amended by adding the following words at the end of the definition:

“Notwithstanding anything to the contrary in the foregoing, CBL/TIAA JV, and any entity in which CBL/TIAA JV has any direct or indirect ownership interest shall not be deemed a Substantial Subsidiary except that any such entity in which CBL/TIAA JV has any direct or indirect ownership interest and which owns a direct or indirect ownership interest in West County or in any other Westfield Project shall be deemed a Substantial Subsidiary”

10.         The following definitions are deleted from Section 1.1; “PPGP”, “PPLLC” and “PPLP”.

11.         The following new definitions are added to Section 1.1:

“CBL/TIAA JV Agreement” means the Limited Liability Company Agreement of CBL/T-C, LLC, by and among SubRElT, the Galleria Associates, LP, a Tennessee limited partnership Oak Park Holding I, LLC, a Kansas limited liability company, and T-C Midwest Retail LLC, a Delaware limited liability company in the form contained in Exhibit E.

“Mid Rivers Property” means, collectively, the shopping center located in St. ▇▇▇▇▇▇, Missouri and commonly known as “Westfield Mid Rivers” and certain parcels of land located adjacent thereto.

“OakPark Purchase and Sale Agreement” means the Purchase and Sale Agreement among Oak Park Holding II LLC, as seller, and CBL/TIAA JV as purchaser, and T-C Midwest Retail LLC, dated as of May 9, 2011.

“Pearland Operating Companies” means, collectively, Pearland Town Center Limited Partnership and Pearland Town Center GP, LLC.

“Pearland Property” means Pearland ▇▇▇ Center in Pearland Texas.

“Pearland Purchase and Sale Agreement” means the Purchase and Sale Agreement among CBL LP, as seller, and CBL/TIAA JV as purchaser, and T-C Midwest Retail LLC, dated as of May 9, 2011.

“T-C Member” means T-C Midwest Retail LLC, a Delaware limited liability company, together with any permitted transferee of its units in CBL/TIAA JV.

“West County Interests Contribution Agreement” means the Contribution Agreement among SubREIT, The Galleria Associates, LP and Oak Park Holding I, LLC, as contributors of property interests, and T-C Midwest Retail LLC, as contributor of cash, and CBL/TIAA JV, as transferee, dated as of May 9, 2011.

12.         Section 5.3 is amended by striking the following sentence thereof:

“Nothing in the preceding sentence or otherwise in this Agreement is deemed to prohibit or restrict the distribution to any of the Members of all or a portion of the membership interests in PPLLC or PPGP, or of all or a portion of the partnership interests in PPLP, any or all of which distributions is expressly permitted.”

13.         Section 6.2(b) is replaced by the following:

“(b) any guaranty or indemnity by the Company or any Subsidiary of the obligations of any Person that is not directly or indirectly wholly-owned by the Company or such Subsidiary, other than (i) guarantees or indemnities by CBL/TIAA JV of CBL and its affiliates as provided in the CBL/TIAA JV Agreement, or (ii) a guarantee by SubREIT jointly and severally with the guarantee by the other members of CBL/TIAA JV (other than T-C Member), of the financing of the Pearland Property of the Pearland Operating Companies.”

14.         Section 6.2(e) is amended by (i) adding the word ‘and’ immediately preceding the ‘(iii)’, and (ii) striking the following after clause (iii) thereof:

“and (iv) a distribution with respect to the Common Units of all or a portion of the membership interests in PPLLC or PPGP, or of all or a portion of the partnership interests in PPLP.”

15.          Section 6.2(k) is amended by striking the following:

“Notwithstanding anything in the foregoing to the contrary, for so long as any direct or indirect beneficial interest in PPLLC, PPLP or PPGP is owned by the Company, (i) a guaranty by any of such entities of the indebtedness of CBL LP and/or CBL REIT (the “Park Plaza Guaranty^”) and a pledge or encumbrance of Park Plaza Mall and all rents and profits there from and licenses and agreements relating thereto to secure such guaranty, and/or (ii) the execution of such

documentation reasonably required to accomplish a permitted distribution to any of the Members of all or a portion of the membership interests in PPLLC or PPGP, or of all or a portion of the partnership interests in PPLP, shall not require the Consent of Westfield, provided however, that any such distribution prior to February 25, 2011 shall only be permitted without the Consent of Westfield to the extent required by the lenders to CBL LP and/or CBL REIT (or the administrative agent of such lenders) that are the beneficiaries under the Park Plaza Guaranty.^”

16.         Section 6.2(k) is further amended by adding the following at the end of the paragraph:

“The Agreements in the forms appealing in Exhibit C to the CBL/TIAA JV Agreement shall be deemed to comply with provisions of clauses (x) and (y) hereof.”

17.         Section 6.2(p) is replaced with the following:

“(p) the transfer of any equity interest in, or admission of any new additional or successor member, partner or other equityhclder to, any Subsidiary which directly or indirectly owns any Westfield Project (other than transfers of membership interests in CBL/TIAA JV by T-C Midwest Retail LLC, expressly permitted without member approval pursuant to the provisions of the CBL/TIAA JV Agreement), except that such transfer or admission shall not require Westfield’s approval if (x) such Subsidiary indirectly owns any Westfield Project so long as (i) such transferee or new additional or successor member, partner or other equity holder (and at least 90% of its direct and indirect holders) is a United States person for purposes of united states federal income tax purposes, (ii) such Subsidiary continues to be directly or indirectly controlled by CBL LP, and (iii) Westfield would not suffer Materially Adverse Tax Consequences or any other material adverse effect as a result of such admission, or (y) such Subsidiary directly owns any Westfield Project so long as (i) such Subsidiary continues to be directly or indirectly controlled by CBL LP, and (ii) Westfield would not suffer Materially Adverse Tax Consequences or any other material adverse effect as a result of such admission.

18.         Section 9.5(a) is amended by replacing the words “amount of Westfield’s Capital Account, as determined pursuant to Section 42(h) (the “Redemption Amount”)” with the words “the Redemption Amount”.

19.         Exhibit A attached to the Agreement is hereby supplemented by adding the properties owned by the CBL/TIAA IV and listed on Exhibit A attached hereto and made a part hereof

20.         By its execution hereof, Westfield hereby confirms that it has consented to (i) the execution by SubREIT of the CBL/TIAA Contribution Agreement, (ii) the contribution by SubREIT of the West Country Interests to CBL/TIAA JV pursuant to the terms of the

CBL/TIAA Contribution Agreement, and (iii) the execution by SubREIT of the CBL/TIAA JV Agreement, dated as of October 6, 2011, and SubREIT becoming a member of CBL/TIAA JV pursuant to the terms thereof, provided however, that nothing in the foregoing or otherwise in this Fifth Amendment shall be deemed a “consent” by Westfield within the meaning of Section 1(f)(C)(y) of the Tax Protection Agreement, dated as of October 16, 2007, by and among CBL LP, the JV and Westfield.

21.         Except as expressly modified herein, all terms and conditions set forth in the Agreement remain unchanged and in full froes and effect. Any conflict between the Agreement and this Fifth Amendment shall be resolved in favor of this Fifth Amendment.

22.          This Fifth Amendment may be signed by the parties in different counterparts and the signature pages combined create a document binding on all parties.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have, by their duly authorized representatives, executed this Fifth Amendment as of the date first above written.

	COMMON MEMBERS:
	CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership
	By:	CBL Holdings I, Inc., its general partner
		By:
			Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Title:    Chief Legal Officer
	ST. CLAIR SQUARE GP, INC., an Illinois corporation
	By:
		Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:    Chief Legal Officer
	ARBOR PLACE LIMITED PARTNERSHIP, a Georgia limited partnership
	By: Arbor Place GP, Inc., a Georgia corporation, its general partner
		By:
			Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Title:    Chief Legal Officer

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Exhibit A

CBL Projects

Projects Owned by CBL/TIAA JV

-    CoolSprings Galleria, Franklin, TN

-    Oak Park Mall, Overland Park, KS

-    Pearland Town Center, Pearland, TX

-    West County Mall, Des ▇▇▇▇▇, MO