FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP

Limited Partnership Agreement

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Title: FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP
Date: 8/9/2005
Industry: Real Estate Operations Sector: Services

Exhibit 10.1.5

FOURTH AMENDMENT TO

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

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.

<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,

<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.

<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

<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

<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]

<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

<PAGE>

Attachment 1

ACCEPTANCE

<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]

<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

<PAGE>

Attachment 2

EXHIBIT A

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

<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

<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

<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

<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).

(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:

<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 combin

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