CBL & ASSOCIATES PROPERTIES INC
EXHIBIT 10.16.5
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10165.txt
<DESCRIPTION>EXHIBIT 10.16.5
<TEXT>
                                                                 Exhibit 10.16.5


                          REGISTRATION RIGHTS AGREEMENT


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

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

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

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



                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

         "SEC" means the Securities and Exchange Commission.

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

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

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

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



                [This provision has been intentionally omitted.]



                           DEMAND REGISTRATION RIGHTS

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

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


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

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

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

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

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



                             PIGGY-BACK REGISTRATION


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


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

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

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

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


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<PAGE>

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

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

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

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



                             REGISTRATION PROCEDURES


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

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

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


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<PAGE>

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

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

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

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

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

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



                      PREPARATION; REASONABLE INVESTIGATION


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



                        INDEMNIFICATION AND CONTRIBUTION


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


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<PAGE>

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

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

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


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<PAGE>

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

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

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

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

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


                                       11
<PAGE>


                                  MISCELLANEOUS


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

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

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

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

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


                                       12
<PAGE>

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

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

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

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

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

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

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

                  [Remainder of page intentionally left blank]




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

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


                       Signatures of Holders on Next Page


                                       14
<PAGE>


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



                                       15
<PAGE>

                                   Schedule A
Holders:

[to be provided]
</TEXT>
</DOCUMENT>
